Item 1.01. Entry into a Material Definitive Agreement.
On
The Securities were offered pursuant to a prospectus supplement dated
The Notes were issued pursuant to an Indenture dated as of
The 2028 Senior Notes will mature on
The Indenture contains covenants that restrict FCX's ability, with certain exceptions, to (i) incur debt secured by liens, (ii) engage in sale and leaseback transactions and (iii) merge or consolidate with or into another entity, or sell, transfer or lease all or substantially all of its properties and assets. These covenants are subject to a number of important exceptions and qualifications, as described in the Indenture.
In the ordinary course of their businesses, affiliates of the Trustee have engaged in commercial banking transactions with FCX and its subsidiaries, and may in the future engage in commercial banking and other transactions with FCX and its subsidiaries.
The foregoing descriptions of the Indenture and the Securities are not intended to be complete and are qualified in their entirety by reference to the Indenture and the forms of the Notes, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K and each of which is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
A copy of the opinion of
FCX issued two press releases dated
Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Item 8.01 by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit Title 4.1 Indenture dated as ofAugust 15, 2019 , betweenFreeport-McMoRan Inc. andU.S. Bank National Association , as trustee (incorporated herein by reference to FCX's Current Report on Form 8-K filed with theSEC onAugust 15, 2019 ). 4.2 Sixth Supplemental Indenture dated as ofJuly 27, 2020 , amongFreeport-McMoRan Inc. ,Freeport-McMoRan Oil & Gas LLC , as guarantor, andU.S. Bank National Association , as trustee (relating to the 4.375% Senior Notes due 2028). 4.3 Seventh Supplemental Indenture dated as ofJuly 27, 2020 , amongFreeport-McMoRan Inc. ,Freeport-McMoRan Oil & Gas LLC , as guarantor, andU.S. Bank National Association , as trustee (relating to the 4.625% Senior Notes due 2030). 4.4 Form of 4.375% Senior Notes due 2028 (included in Exhibit 4.2). 4.5 Form of 4.625% Senior Notes due 2030 (included in Exhibit 4.3). 5.1 Opinion ofDavis Polk & Wardwell LLP . 23.1 Consent ofDavis Polk & Wardwell LLP (included in Exhibit 5.1). 99.1 Press Release datedJuly 27, 2020 , titled "Freeport-McMoRan Completes Sale of$1.5 Billion of Senior Notes." 99.2 Press Release datedJuly 27, 2020 , titled "Freeport-McMoRan Announces Early Results of Offers to Purchase Certain Outstanding Senior Notes and Extension of Early Tender Premium." 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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