8-KOther EventsExhibits & Filings

FREEPORT-MCMORAN INC 8-K Report, Corporate Update (Mar 17, 2015)

Filed March 17, 2015For Securities:FCX

Summary

Freeport-McMoRan Inc. (FCX) has filed an 8-K detailing an addendum to a previously agreed-upon settlement for consolidated stockholder derivative litigation. This addendum specifically addresses potential claims against Credit Suisse Securities (USA) LLC, which had served as the lead financial advisor to the Company's Special Committee concerning the 2013 acquisitions of Plains Exploration & Production Company and McMoRan Exploration Co. The modification aims to resolve these potential claims, which were initially excluded from the January 15, 2015 settlement. As a result of this addendum, the original settlement consideration will be increased by $16.25 million. This includes a $10.0 million cash payment from Credit Suisse and a $6.25 million credit for future services. The supplemental cash amount, along with the original settlement funds (after legal fees), is slated for distribution to the Company's stockholders as a special dividend, subject to court approval. While the settling parties and Credit Suisse deny any wrongdoing, this settlement is intended to avoid further litigation costs and distractions.

Key Highlights

  • 1FCX has reached an addendum to a stockholder derivative litigation settlement to resolve potential claims against Credit Suisse.
  • 2The addendum concerns Credit Suisse's role as lead financial advisor for FCX's 2013 acquisitions of Plains Exploration & Production Company and McMoRan Exploration Co.
  • 3The settlement consideration is increased by $16.25 million, comprising a $10.0 million cash payment and a $6.25 million credit from Credit Suisse.
  • 4The additional funds, after deducting legal expenses, will be distributed to FCX stockholders as a special dividend.
  • 5The settlement is contingent upon final approval from the Court of Chancery of the State of Delaware.
  • 6Both the settling defendants and Credit Suisse deny any allegations of wrongdoing.
  • 7The company is required to file a Supplemental Notice of Pendency of Derivative Action, Proposed Settlement, and Settlement Hearing as an exhibit.

Frequently Asked Questions

This 8-K filing announces an addendum to a settlement agreement for consolidated stockholder derivative litigation. The addendum resolves potential claims against Credit Suisse related to its advisory role in FCX's 2013 acquisitions and increases the settlement consideration.

Shareholders are expected to benefit from an increase in the settlement amount. The supplemental cash payment of $10.0 million, along with the original settlement funds (net of legal fees), will be distributed to stockholders as a special dividend, pending court approval.

No, the settlement is not yet finalized. It is subject to specified conditions, most importantly, the final approval by the Court of Chancery of the State of Delaware.

No, the filing states that Credit Suisse and the settling defendants vigorously deny all allegations of wrongdoing or fault. They have entered into the settlement to avoid the costs and distractions associated with continued litigation.