Freeport-McMoRan Copper & Gold Inc. Completes Oil & Gas Transactions Creating a Premier U.S. Based Natural Resource Company
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Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) today announced that it
has completed the final step of its three-way combination with Plains
Exploration & Production Company (NYSE: PXP) and McMoRan Exploration Co.
(NYSE: MMR). The PXP transaction closed on May 31, 2013 and the MMR
transaction closed on June 3, 2013.
The transactions add a high quality portfolio of oil and gas assets to
FCX′s global mining business to create a premier U.S.-based natural
resource company. The acquired businesses provide exposure to energy
markets with positive fundamentals, strong margins and cash flows,
exploration leverage and financially attractive long-term investment
opportunities. The portfolio of assets includes established oil
production facilities in California, a growing production profile in the
onshore Eagle Ford trend in Texas, significant production facilities and
growth potential in the Deepwater Gulf of Mexico and large onshore
resources in the Haynesville natural gas trend in Louisiana. The company
will also have an industry leading position in the emerging shallow
water, ultra-deep gas trend on the Shelf of the Gulf of Mexico and
onshore in South Louisiana.
The value of the transactions totaled $19 billion, including $10.0
billion in assumed debt, $5.5 billion in cash consideration and 91
million shares of FCX stock (valued at $2.8 billion as of May 31, 2013)
and other consideration, including the PXP supplemental dividend and the
value of the royalty trust units to MMR shareholders. After giving
effect to these transactions, FCX has approximately 1,038 million shares
outstanding.
James R. Moffett, Chairman of the Board of FCX, said: 'These
transactions will enhance our portfolio of large-scale, geographically
diverse natural resource assets with exceptional exploration and
development characteristics.We are pleased to welcome the PXP
and MMR oil and gas teams to FCX′s global family and look forward to the
opportunities for value creation that our expanded asset base provides
for shareholders.?
Richard C. Adkerson, Vice Chairman, President and Chief Executive
Officer of FCX, said:'The transaction adds a high quality
portfolio of North American based oil and gas assets with strong current
cash flows, a financially attractive growth profile and complementary
exposure to commodities with favorable supply and demand fundamentals
essential to the world′s economies.We are focused on executing
our strategy of delivering strong operational and project development
performance to provide cash flows to achieve our debt reduction targets,
generate attractive returns through organic growth and continue our long
standing tradition of providing cash returns to shareholders.?
James. C. Flores, Vice Chairman of FCX and President and Chief
Executive Officer of Freeport-McMoRan Oil & Gas, FCX′s new wholly owned
subsidiary, said: 'The addition of PXP′s U.S. oil and gas assets to
FCX′s global mining business establishes a significant, long-term
commodities business positioned to generate meaningful returns over an
extended period.We are excited to join FCX′s global team and
will be focused on executing our highly profitable, long-term,
oil-focused growth plan, which is complementary to the growth profile
and cash margins of the large, low-cost, expandable asset base
characteristics of FCX.?
FINANCIAL PROFILE
For the twelve months ended December 31, 2012, pro forma revenues
totaled $22.7 billion with pro forma EBITDA (equals operating income
plus depreciation, depletion, and amortization) of $10.5 billion. Pro
forma for the transactions, total debt at March 31, 2013 approximated
$20.8 billion and consolidated cash totaled $4.6 billion, excluding
supplemental dividends paid or to be paid totaling $1.4 billion. In
addition, FCX has a $3.0 billion revolving bank credit facility with no
amounts drawn.
FCX expects to use cash flows in excess of capital expenditures,
dividends and other cash requirements of the combined company to reduce
debt to a targeted level of $12 billion over the next three years. As
previously announced in May 2013, FCX plans to complete $1.5 billion in
asset sales and reduce its capital spending to offset the cash required
for the recently announced supplemental dividends.
MANAGEMENT TEAM AND BOARD OF DIRECTORS
James R. Moffett will continue as Chairman of FCX and Richard C.
Adkerson will continue as President and Chief Executive Officer of FCX
and has been appointed Vice Chairman of FCX. James C. Flores, previously
Chairman, President and Chief Executive Officer of PXP, has been named
Vice Chairman of FCX and the President and Chief Executive Officer of
Freeport-McMoRan Oil & Gas, FCX′s new wholly owned subsidiary. Kathleen
L. Quirk will continue as Executive Vice President and Chief Financial
Officer of FCX.
As previously reported, FCX appointed three former directors of PXP to
its Board of Directors: James C. Flores, Alan R. Buckwalter, III and
Thomas A. Fry, III. FCX′s Board of Directors is now comprised of 15
members, including 11 independent directors, who possess a diverse range
of perspectives and experience in the mining and oil and gas industries,
geology, business, finance, economics, accounting and public affairs. In
addition, Messrs. Moffett, Adkerson and Flores comprise the newly formed
Office of the Chairman.
FCX is a premier U.S.-based natural resource company with an industry
leading global portfolio of mineral assets, significant oil and gas
resources and a growing production profile. FCX is the world′s largest
publicly traded copper producer.
FCX′s portfolio of assets includes the Grasberg minerals district in
Indonesia, one of the world′s largest copper and gold deposits;
significant mining operations in the Americas, including the large-scale
Morenci minerals district in North America and the Cerro Verde and El
Abra operations in South America; the Tenke Fungurume minerals district
in the Democratic Republic of Congo; and significant oil and natural gas
assets in North America, including reserves in the Deepwater Gulf of
Mexico, onshore and offshore California, in the Eagle Ford and
Haynesville shale plays and industry leading position in the emerging
shallow water, ultra-deep gas trend on the Shelf of the GOM and onshore
in South Louisiana. Additional information about FCX is available on
FCX's website at www.fcx.com.
Cautionary Statement Regarding Forward Looking Statements:This
press release contains forward-looking statements.Forward-looking
statements are all statements other than statements of historical facts.
The words 'anticipates,? 'may,? 'can,? 'plans,? 'believes,? 'estimates,?
'expects,? 'projects,? 'intends,? 'likely,? 'will,? 'should,? 'to be,?
and any similar expressions or other words of similar meaning are
intended to identify those assertions as forward-looking statements. It
is uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations and
financial condition of FCX, on any future asset sales or on future
capital allocation decisions. These forward-looking statements involve
significant risks and uncertainties that could cause actual results to
differ materially from those anticipated, the ability of FCX to
integrate the acquired PXP and MMR operations,the ability of FCX
to consummate any future asset sales on beneficial terms or at all, the
timing and proceeds generated by any such sales, the ability of FCX to
determine that all or a portion of the contemplated asset sales are not
desirable and not to pursue or consummate such sales, the ability of FCX
to determine not to proceed with reductions in any capital spending
plans, the ability of FCX to fund its oil and gas business with cash
flows generated by such business, FCX′s future capital needs and capital
allocation decisions, including future decisions by FCX to allocate
capital among its operating segments and to fund its capital
expenditures in a manner other than the manner set forth in the press
release, FCX′s ability to meet its stated debt reduction goals, the
ability to implement the anticipated business plans following closing
and achieve anticipated benefits and savings, and the ability to realize
opportunities for growth. Other important economic, political,
regulatory, legal, technological, competitive and other uncertainties
are identified in the documents filed with the Securities and Exchange
Commission by FCX from time to time, including its Annual Report on Form
10-K, Quarterly Report on Form 10-Q, and Current Reports on Form 8-K.
The forward-looking statements including in this press release are made
only as of the date hereof. FCX does not undertake any obligation to
update the forward-looking statements included in this press release to
reflect subsequent events or circumstances.
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