Freeport-McMoRan Copper & Gold Inc. Announces Proposed Private Placement of Senior Notes
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Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) announced today that it
intends to offer, subject to market and other conditions, senior notes
in multiple tranches (the 'Notes?).
FCX intends to use the net proceeds from the offering, together with the
net proceeds of its term loan, primarily to fund the Plains Exploration
& Production Company (PXP) and McMoRan Exploration Co. (MMR)
acquisitions, including for the payment of cash consideration for the
acquisitions and the repayment of certain indebtedness of PXP. If the
PXP acquisition does not close, FCX will be required to redeem all of
the outstanding Notes in certain of the tranches at 101% plus accrued
and unpaid interest. As previously announced, PXP and MMR stockholder
meetings to approve the acquisitions will be held after the U.S.
Securities and Exchange Commission has declared effective the respective
registration statements on Form S-4 filed in connection with the
acquisitions. The transactions are expected to close in second-quarter
2013.
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any securities of
FCX. The Notes have not been registered under the Securities Act, or any
applicable state securities laws, and will be offered only to qualified
institutional buyers pursuant to Rule 144A promulgated under the
Securities Act and outside the United States to non-U.S. persons in
accordance with Regulation S under the Securities Act. Unless so
registered, the Notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of
the Securities Act and any applicable state securities laws.
FCX is a leading international mining company with headquarters in
Phoenix, Arizona. FCX operates large, long-lived, geographically diverse
assets with significant proven and probable reserves of copper, gold and
molybdenum. FCX has a dynamic portfolio of operating, expansion and
growth projects in the copper industry and is the world′s largest
producer of molybdenum.
The company′s portfolio of assets includes the Grasberg minerals
district, one of the world′s largest copper and gold mine in terms of
recoverable reserves; significant mining operations in the Americas,
including the large scale Morenci and Safford minerals districts in
North America and the Cerro Verde and El Abra operations in South
America; and the Tenke Fungurume minerals district in the Democratic
Republic of Congo.
Cautionary Statement:This press release contains
forward-looking statements, which are all statements other than
statements of historical facts, such as those statements regarding
completion of the pending acquisitions. The words 'anticipates,? 'may,?
'can,? 'plans,? 'believes,? 'estimates,? 'expects,? 'projects,?
'intends,? 'likely,? 'will,? 'should,? 'to be,? and any similar
expressions are intended to identify those assertions as forward-looking
statements.
FCX cautions readers that forward-looking statements are not
guarantees of future performance and its actual results may differ
materially from those anticipated, projected or assumed in the
forward-looking statements. Important factors that can cause FCX's
actual results to differ materially from those anticipated in the
forward-looking statements include risks associated with the pending
acquisitions, and other factors described in more detail under the
heading 'Risk Factors? in FCX's Annual Report on Form 10-K for the year
ended December ?31, 2012, filed with the U.S. Securities and Exchange
Commission (SEC) as updated by our subsequent filings with the SEC.
Investors are cautioned that many of the assumptions on which FCX's
forward-looking statements are based are likely to change after its
forward-looking statements are made, including for example commodity
prices, which FCX cannot control, and production volumes and costs, some
aspects of which FCX may or may not be able to control. Further, FCX may
make changes to its business plans that could or will affect its
results. FCX cautions investors that it does not intend to update
forward-looking statements more frequently than quarterly
notwithstanding any changes in FCX's assumptions, changes in business
plans, actual experience or other changes, and FCX undertakes no
obligation to update any forward-looking statements.
ADDITIONAL INFORMATION ABOUT THE PROPOSED PXP AND MMR TRANSACTIONS
AND WHERE TO FIND IT
PXP Transaction
In connection with the proposed transaction, FCX has filed with the
SEC a registration statement on Form S-4 that includes a preliminary
proxy statement of PXP that also constitutes a prospectus of FCX. FCX
and PXP also plan to file other relevant documents with the SEC
regarding the proposed transaction. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the definitive
proxy statement/prospectus (if and when it becomes available) and other
relevant documents filed by FCX and PXP with the SEC at the SEC′s
website at www.sec.gov.
You may also obtain these documents by contacting FCX′s Investor
Relations department at (602) 366-8400, or via e-mail at IR@fmi.com;
or by contacting PXP′s Investor Relations department at (713) 579-6291,
or via email at investor@pxp.com.
FCX and PXP and their respective directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information about FCX′s directors and executive officers is
available in FCX′s proxy statement dated April 27, 2012, for its 2012
Annual Meeting of Stockholders. Information about PXP′s directors and
executive officers is available in PXP′s proxy statement dated April 13,
2012, for its 2012 Annual Meeting of Stockholders. Other information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with the
SEC regarding the merger when they become available. Investors should
read the definitive proxy statement/prospectus carefully when it becomes
available. You may obtain free copies of these documents from FCX or PXP
using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.
MMR Transaction
In connection with the proposed transaction, the royalty trust formed
in connection with the transaction has filed with the SEC a registration
statement on Form S-4 that includes a preliminary proxy statement of MMR
that also constitutes a prospectus of the royalty trust. FCX, the
royalty trust and MMR also plan to file other relevant documents with
the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by FCX, the royalty trust and MMR with the SEC
at the SEC′s website at www.sec.gov.
You may also obtain these documents by contacting FCX′s Investor
Relations department at (602) 366-8400, or via e-mail at IR@fmi.com;
or by contacting MMR′s Investor Relations department at (504) 582-4000,
or via email at IR@fmi.com.
FCX and MMR and their respective directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information about FCX′s directors and executive officers is
available in FCX′s proxy statement dated April 27, 2012, for its 2012
Annual Meeting of Stockholders. Information about MMR′s directors and
executive officers is available in MMR′s proxy statement dated April 27,
2012, for its 2012 Annual Meeting of Stockholders. Other information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with the
SEC regarding the merger when they become available. Investors should
read the definitive proxy statement/prospectus carefully when it becomes
available. You may obtain free copies of these documents from FCX or MMR
using the sources indicated above.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the U.S. Securities Act of 1933, as amended.
Freeport-McMoRan Copper & Gold Inc.
Financial Contacts:
Kathleen
L. Quirk, 602-366-8016
or
David P. Joint, 504-582-4203
or
Media
Contact:
Eric E. Kinneberg, 602-366-7994