Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) announced
today the completion of agreements with two bank syndicates
providing committed financing for a $4 billion bank Term Loan and a
new $3 billion Revolving Credit Facility in connection with FCX’s
proposed acquisitions of Plains Exploration & Production
Company (NYSE: PXP) and McMoRan Exploration Co. (NYSE: MMR).
The Term Loan will be drawn at the closing of the acquisitions
and may be used to fund the cash portion of the acquisitions,
refinancings of certain debt outstanding at PXP and MMR or for
general corporate purposes. The Term Loan will mature five years
from the date of the first borrowing and will bear interest
determined by reference to FCX’s credit ratings (currently LIBOR +
1.50%).
In connection with the completion of the Term Loan, lender
commitments under FCX’s acquisition bridge facilities have been
reduced from $9.5 billion to $5.5 billion.
In addition, FCX has entered into agreements for a new five-year
$3 billion Revolving Credit Facility, which will replace FCX’s
existing $1.5 billion revolving credit facility on completion of
the PXP transaction.
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, BNP Paribas Securities Corp., Citigroup Global
Markets Inc., HSBC Securities (USA) Inc., Mizuho Corporate Bank,
Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia,
and The Bank of Tokyo-Mitsubishi UFJ, Ltd. were joint lead
arrangers and joint bookrunners for the Term Loan and/or the
Revolving Credit Facility.
The proposed acquisitions are expected to close in second
quarter 2013.
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, 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. Additional
information about FCX is available on FCX’s website at
www.fcx.com.
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 completion
of 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, 2011, 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.
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