Item 8.01. Other Events.
On April 14, 2022 (Indonesia time), PT Freeport Indonesia ("PT-FI"), a 48.76
percent-owned subsidiary of Freeport-McMoRan Inc. ("FCX") and limited liability
company organized under the laws of the Republic of Indonesia, announced the
completion of its previously announced offering (the "Notes Offering") of US$3.0
billion of senior notes, including US$750.0 million aggregate principal amount
of 4.763% senior notes due 2027 (the "2027 Notes"), US$1.5 billion aggregate
principal amount of 5.315% senior notes due 2032 (the "2032 Notes") and US$750.0
million aggregate principal amount of 6.200% senior notes due 2052 (the "2052
Notes", together with the 2027 Notes and the 2032 Notes, the "Notes"). PT-FI
intends to use the net proceeds from the Notes Offering to finance its smelter
projects, refinancing and for general corporate purposes. The Notes will be
unsecured obligations of PT-FI and will be included in FCX's consolidated debt.
The Notes have been offered (i) in the United States to persons reasonably
believed by the initial purchasers to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")
and (ii) outside the United States in compliance with Regulation S under the
Securities Act. The Notes have not been and will not be registered under the
Securities Act or the securities laws of any other jurisdiction, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
The Notes may not be offered or sold (i) in Indonesia to Indonesian citizens or
residents or foreign parties, or (ii) outside Indonesia to Indonesian citizens
wherever they are domiciled, or to Indonesian residents, in a manner which
constitutes a public offering of the securities under Indonesian Law No. 8 of
1995 on Capital Markets and its implementing regulations, or a private placement
of the securities under the OJK Regulation No. 30/POJK.04/2019 on the Issuance
of Debt Securities and/or Sukuk without a Public Offering. PT-FI does not intend
to register any portion of the Notes Offering in Indonesia or to conduct a
public offering of the Notes in Indonesia.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to purchase any securities, nor shall there be a sale
of the securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, which are
all statements other than statements of historical facts, such as plans,
projections or expectations related to the Notes Offering, including the use of
proceeds therefrom. We caution readers that forward-looking statements are not
guarantees of future performance and actual results may differ materially from
those anticipated, expected, projected or assumed in the forward-looking
statements for several reasons, including changes in PT-FI's cash requirements,
financial position, financing plans or investment plans; changes in general
market, economic, tax, regulatory or industry conditions; supply of and demand
for, and prices of the commodities PT-FI produces, primarily copper and gold?
changes in general market, economic, tax, regulatory or industry conditions,
including as a result of Russia's invasion of Ukraine? reductions in liquidity
and access to capital? the ongoing COVID-19 pandemic and any future public
health crisis? PT-FI's ability to contain and mitigate the risk of spread or
major outbreak of COVID-19 at its operating site; political and social risks?
operational risks inherent in mining, with higher inherent risks in underground
mining? fluctuations in price and availability of commodities purchased?
constraints on supply, logistics and transportation services? supply of and
demand for, and prices of, copper and gold; mine sequencing? changes in mine
plans or operational modifications, delays, deferrals or cancellations?
production rates? timing of shipments? results of technical, economic or
feasibility studies? potential inventory adjustments? potential impairment of
long-lived mining assets? potential effects of violence in Indonesia generally
and in the province of Papua? the Indonesian government's extension of PT-FI's
export license after March 19, 2023? satisfaction of requirements in accordance
with PT-FI's IUPK and applicable laws and regulations to extend mining rights
from 2031 through 2041? the Indonesian government's approval of a deferred
schedule for completion of additional domestic smelting capacity in Indonesia?
cybersecurity incidents? labor relations, including labor-related work stoppages
and costs? the results of the human health assessment to evaluate the potential
impacts of tailings and mining waste, and compliance with applicable
environmental, health and safety laws and regulations? weather- and
climate-related risks? environmental risks and litigation results? PT-FI's
ability to comply with its responsible production commitments under specific
frameworks and any changes to such frameworks and other factors. Investors are
cautioned that many of the assumptions upon which such forward-looking
statements are based are likely to change after the forward-looking statements
are made. Further, PT-FI may make changes to its business plans that could
affect its results. All information provided in this Current Report on Form 8-K
is as of the date hereof, and we undertake no duty to update such information,
except as required under applicable law.
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