Item 1.01. Entry into a Material Definitive Agreement.
On July 13, 2020, Freeport-McMoRan Inc., a Delaware corporation (FCX), as
issuer, and Freeport-McMoRan Oil & Gas LLC, a Delaware limited liability company
(FM O&G), as guarantor, entered into an Underwriting Agreement (the Underwriting
Agreement) with J.P. Morgan Securities LLC, as representative of the several
underwriters named in Schedule 1 thereto (the Underwriters), pursuant to which
FCX agreed to issue and sell to the Underwriters $650 million aggregate
principal amount of its 4.375% Senior Notes due 2028 (the 2028 Senior Notes) and
$850 million aggregate principal amount of its 4.625% Senior Notes due 2030 (the
2030 Senior Notes and, together with the 2028 Senior Notes, the Notes). The
Notes have been offered pursuant to a prospectus supplement dated July 13, 2020,
to the prospectus dated August 1, 2019, that forms a part of FCX's effective
Registration Statement on Form S-3, as amended (File No. 333-226675), filed by
FCX with the Securities and Exchange Commission under the Securities Act of
1933, as amended. The offering is expected to close on or about July 27, 2020,
subject to satisfaction of customary closing conditions. FCX intends to use the
net proceeds from the offering and, if necessary, cash on hand or available
liquidity to fund its concurrent cash tender offers for up to $1.5 billion
aggregate purchase price of its 3.55% Senior Notes due 2022, 3.875% Senior Notes
due 2023 and 4.55% Senior Notes due 2024, and the payment of accrued and unpaid
interest, premiums, fees and expenses in connection therewith. Any net proceeds
not used for the tender offers will be used for general corporate purposes,
which may include repurchases or redemptions of FCX's notes.
The Underwriting Agreement contains customary representations, warranties and
covenants of FCX and FM O&G, conditions to closing, indemnification obligations
of FCX, FM O&G and the Underwriters and termination and other customary
provisions.
Certain of the Underwriters and their affiliates have engaged in, and may in the
future engage in, investment banking and other commercial dealings in the
ordinary course of business with FCX or its affiliates. They have received, or
may in the future receive, customary fees and commissions for these
transactions. An affiliate of J.P. Morgan Securities LLC serves as
administrative agent and lender for FCX's revolving credit facility. In
addition, an affiliate of J.P. Morgan Securities LLC served as joint lead
arranger and joint bookrunner for FCX's revolving credit facility. One or more
of the underwriters or their affiliates may hold FCX's 3.55% Senior Notes due
2022, 3.875% Senior Notes due 2023 and/or 4.55% Senior Notes due 2024, and
tender such notes in FCX's previously announced tender offers. As a result, one
or more of the underwriters or their affiliates may receive a portion of the net
proceeds from the offering of the Notes. Affiliates of certain of the
underwriters are lenders under our revolving credit facility. J.P. Morgan
Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. are
acting as dealer managers in connection with FCX's previously announced tender
offers.
The foregoing description of the Underwriting Agreement is not intended to be
complete and is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1, and is
incorporated herein by reference.
Item 8.01. Other Events.
FCX issued two press releases dated July 13, 2020, announcing that (1) it has
upsized and priced an aggregate principal amount of $1.5 billion of senior notes
(see Exhibit 99.1) and (2) it has upsized its previously announced offers to
purchase certain outstanding notes (see Exhibit 99.2). A copy of each of the
press releases is attached hereto as Exhibit 99.1 and Exhibit 99.2 and are
incorporated into this Item 8.01 by reference.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Title
1.1 Underwriting Agreement dated as of July 13, 2020 among Freeport-McMoRan
Inc., Freeport-McMoRan Oil & Gas LLC and J.P. Morgan Securities LLC, as
representative of the several underwriters named in Schedule 1 thereto.
99.1 Press Release dated July 13, 2020, titled "Freeport-McMoRan Announces
Upsizing and Pricing of $1.5 Billion of Senior Notes."
99.2 Press Release dated July 13, 2020, titled "Freeport-McMoRan Announces
Increase in Aggregate Purchase Price of Offers to Purchase Certain
Outstanding Senior Notes."
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses