Freeport-McMoRan Commences Exchange Offers and Consent Solicitations

Category: Front Page News Front Page News
Published: 30 November 2016 30 November 2016

To download a PDF of the release, please visit the following link: Freeport-McMoRan Commences Exchange Offers and Consent Solicitations

PHOENIX--(BUSINESS WIRE)-- Freeport-McMoRan Inc. (NYSE: FCX) announced today that it has commenced offers to eligible holders to exchange any and all of the outstanding senior notes issued by Freeport-McMoRan Oil & Gas LLC (FM O&G), FCX Oil & Gas LLC and FMSTP Inc., as co-issuers, and guaranteed by FCX for (1) new senior notes to be issued by FCX and guaranteed by FM O&G and (2) cash.

The exchange offers and consent solicitations will expire at 11:59 p.m., New York City (NYC) time, on December 27, 2016, unless extended. To be eligible to receive the applicable total exchange consideration, which includes the early tender premium of $30 principal amount of new notes, eligible holders of existing notes must validly tender their existing notes at or prior to 5:00 p.m., NYC time, on December 12, 2016, unless extended.

The following table sets forth the exchange consideration for each $1,000 principal amount of existing notes for which the new senior notes and cash are being offered:

* The optional redemption prices have been increased by 0.25% in each case, other than in the case of optional redemption at 100.00%.

Each series of newly issued FCX senior notes will have an interest rate and maturity date that is identical to the interest rate and maturity date of the applicable series of existing notes. The new notes will be senior unsecured obligations of FCX and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of FCX.

Concurrently with the exchange offers, FCX is also soliciting consents from eligible holders of the existing notes to amend the indentures governing the existing notes to eliminate certain of the covenants, restrictive provisions and events of default and conform certain covenants to those in the outstanding notes of FCX pursuant to the terms and subject to the conditions set forth in the offering materials. The consent of the holders of a majority in aggregate principal amount of each applicable series of existing notes outstanding, acting together as one class for that series, will be required in order to adopt the proposed amendments to the existing indenture for that series.

Existing notes that are not validly tendered or that are validly tendered but validly withdrawn will remain outstanding and will continue to be subject to their existing terms despite the completion of the exchange offers and the related consent solicitations. However, if any exchange offer and related consent solicitation is consummated and the proposed amendments to the applicable existing indenture are effected, such amendments will also apply to all related existing notes not exchanged in such exchange offer and related consent solicitation and those existing notes will no longer have the benefit of the protection of the covenants, restrictive provisions and events of default eliminated by the applicable proposed amendments and will be subject to the covenants as modified by the proposed amendments.

Tenders of existing notes may not be withdrawn after 5:00 p.m., NYC time, on December 12, 2016, unless extended, except in certain limited circumstances as set forth in the offer materials. Eligible holders of existing notes may not deliver a consent in the applicable consent solicitation without tendering existing notes in the applicable exchange offer. If an eligible holder of existing notes tenders existing notes in any exchange offer, that holder will be deemed to deliver its consent, with respect to the principal amount of such tendered existing notes, to the applicable proposed amendments.

The exchange offers and related consent solicitations are being made pursuant to the terms and subject to the conditions set forth in an offering memorandum and consent solicitation statement and a related letter of transmittal, each dated November 29, 2016.

The new senior notes have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (Securities Act), or any state or foreign securities laws. The new senior notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Only persons who certify that they are (1) Gǣqualified institutional buyersGǥ within the meaning of Rule 144A under the Securities Act or (2) not GǣU.S. personsGǥ and are outside of the United States within the meaning of Regulation S under the Securities Act, are authorized to receive and review the offer materials. The complete terms and conditions of the exchange offers and related consent solicitations are described in the offer materials, copies of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and information agent in connection with the exchange offers and related consent solicitations, at (800) 967-5058 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or by visiting www.dfking.com/fcx. Holders that are not eligible holders will not be able to receive such documents, but FCX will make alternative arrangements available. Such holders should contact D.F. King & Co., Inc. to receive information about arrangements available to them.

The exchange offers and related consent solicitations are subject to the satisfaction of certain conditions, as described in the offer materials, including, among other things, that each exchange offer and consent solicitation is conditioned upon the completion of each of the other exchange offers and consent solicitations, which condition may be waived by FCX at any time prior to the expiration time in its sole discretion.

If you are a holder of existing notes and wish to participate in an exchange offer for which you are eligible and your existing notes are held by a custodial entity, such as a commercial bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your existing notes on your behalf pursuant to the procedures of that custodial entity. Please contact your custodial entity as soon as possible to give them sufficient time to meet your requested deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, custodian or other nominee at least five business days prior to the early tender deadline or the expiration time, as applicable, in order to allow adequate processing time for their instruction.

FCX is a premier U.S.-based mining company with an industry-leading global portfolio of mineral assets. FCX is the world's largest publicly traded copper producer.

FCXG

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