8-KOther EventsExhibits & Filings

FREEPORT-MCMORAN INC 8-K Report, Corporate Update (Mar 2, 2007)

Filed March 2, 2007For Securities:FCX

Summary

Freeport-McMoRan Copper & Gold Inc. (FCX) filed an 8-K on March 1, 2007, to disclose its intention to offer $6 billion in aggregate principal amount of senior notes. This offering is divided into two tranches. The filing also includes a cautionary statement regarding forward-looking statements and important information for investors concerning a previously announced merger with Phelps Dodge Corporation. Investors should note that this offering of senior notes is likely related to the financing of the proposed acquisition of Phelps Dodge. The company is emphasizing the availability of detailed information regarding the merger through filings with the SEC, including a joint proxy statement/prospectus, and is urging investors and stockholders to review these documents thoroughly for a complete understanding of the transaction and related interests.

Key Highlights

  • 1FCX intends to offer $6 billion in senior notes to the public.
  • 2The senior notes offering is structured in two tranches.
  • 3The filing emphasizes a cautionary statement for forward-looking statements, highlighting numerous risks and uncertainties.
  • 4FCX is providing details about a proposed merger with Phelps Dodge Corporation.
  • 5Investors are directed to read the definitive joint proxy statement/prospectus for important information on the merger.
  • 6Documents related to the merger are available free of charge on the SEC website and the respective company investor relations websites.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Freeport-McMoRan Copper & Gold Inc.'s (FCX) intention to offer $6 billion in aggregate principal amount of senior notes in two tranches to the public. Additionally, it serves to remind investors about the ongoing merger with Phelps Dodge Corporation and directs them to relevant filings for more information.

The $6 billion aggregate principal amount of senior notes will be offered to the public in two separate tranches.

Investors can find comprehensive information about the proposed merger with Phelps Dodge by reading the definitive joint proxy statement/prospectus filed with the SEC. These documents, along with other relevant filings, are available free of charge on the SEC's website (www.sec.gov) and on the investor relations sections of the FCX and Phelps Dodge websites.

The filing outlines numerous risks and uncertainties that could cause actual results to differ materially from forward-looking statements. These include macroeconomic conditions, industry competition, mining and processing issues, commodity price fluctuations, changes in political or economic circumstances, labor relations, adverse weather, speculative mineral exploration, interest rate fluctuations, regulatory and litigation matters, tax law changes, and the risk that conditions for the merger closing may not be satisfied or regulatory approvals may not be obtained.