Item 1.01. Entry into a Material Definitive Agreement.
On
The Revolving Credit Facility replaces FCX's existing revolving credit agreement
dated as of
Interest on loans made under the Revolving Credit Facility will, at the option of FCX or PT-FI, be determined based on the Adjusted Term Secured Overnight Financing Rate (SOFR), the Alternate Base Rate or Adjusted Daily Simple SOFR (each as defined in the Revolving Credit Facility) plus a spread to be determined by reference to a grid based on FCX's credit ratings.
The Revolving Credit Facility contains various negative covenants that, among other things, restrict, subject to certain exceptions, the ability of FCX's subsidiaries that are not borrowers or guarantors to incur additional indebtedness (including guarantee obligations) and FCX's ability or the ability of FCX's subsidiaries to: create liens on assets; enter into sale and leaseback transactions; engage in mergers, liquidations and dissolutions; and sell assets. In addition, the Revolving Credit Facility contains a financial covenant requiring FCX to maintain a total leverage ratio not to exceed 3.75 to 1.00. The Revolving Credit Facility also contains customary affirmative covenants and representations.
If any subsidiary of FCX (other than a borrower under the Revolving Credit
Facility) guarantees certain indebtedness of FCX and/or any subsidiary exceeding
Certain of the lenders and agents under the Revolving Credit Facility, and their respective affiliates have in the past engaged, and may in the future engage, in transactions with FCX and its affiliates, and have in the past performed, and may in the future perform, services, including commercial banking, financial advisory and investment banking services, for FCX and its affiliates, in the ordinary course of business for which they have received or will receive customary fees and expenses.
The foregoing description of the Revolving Credit Facility is not intended to be complete and is qualified in its entirety by reference to the Revolving Credit Facility, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 1.02.
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 9.01. Financial Statements and Exhibits.
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(d) Exhibits. Exhibit Number Exhibit Title 10.1 Revolving Credit Agreement dated as ofOctober 19, 2022 , amongFreeport-McMoRan Inc. ,PT Freeport Indonesia ,JPMorgan Chase Bank, N.A ., as administrative agent,Bank of America, N.A ., as syndication agent, and each of the lenders and issuing banks party thereto. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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