Changes to Preliminary Prospectus Supplement. The Issuer has increased the aggregate principal amount of the Notes offered from $1,000,000,000 to $1,250,000,000, consisting of: (1) $750,000,000 aggregate principal amount of 2030 Notes and (2) $500,000,000 aggregate principal amount of 2032 Notes. After giving effect to the increase in offering size of the Notes, we estimate that the net proceeds from this offering (after deducting the underwriting discounts and commissions but before estimated expenses of the offering and estimated expenses of the redemption of the 2025 notes and 2026 notes, including redemption premiums and accrued and unpaid interest) will be approximately $1,239,375,000. The additional net proceeds from this offering will be used to redeem an additional amount of our outstanding 2026 notes. As a result of the change in offering size, all information (including financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by the changes described herein. * * * Where similar language or information to that set forth above appears in the Preliminary Prospectus Supplement, that language or information is deemed modified accordingly as set forth above. * * * The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling X.X. Xxxxxx Securities LLC collect at 000-000-0000. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system.
Changes to Preliminary Prospectus Supplement. In addition to the foregoing pricing information, the preliminary prospectus supplement is hereby revised to reflect the following: The Issuer has upsized the aggregate principal amount of the offering of the notes to $1,500,000,000. The additional net proceeds will be used to fund the purchase of the tender offer notes in the tender offers. As a result of the upsize, the “As adjusted” numbers in the table under the heading “Capitalization” are amended to assume that 3.55% Senior Notes due 2022, 3.875% Senior Notes due 2023 and 4.55% Senior Notes due 2024 will be accepted for payment in the tender offers for aggregate principal amounts of $403 million, $961 million and $80 million, respectively, and such tender offer notes are tendered at or prior to the early tender offer deadline and are purchased at a price of $1,032.50, $1,040.00 and $1,050.00, respectively, per $1,000 principal amount of tender offer notes. Additional conforming changes are hereby made to the preliminary prospectus supplement to reflect the amendments described herein. ANNEX C Form of Opinion of Xxxxxxx X. Xxxxxxxx XX, Senior Vice President and General Counsel of the Company July 27, 2020 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 as Representative of the several Underwriters named in Schedule 1 to the Underwriting Agreement referred to below Re: Freeport-McMoRan Inc. Issuance of Senior Notes Ladies and Gentlemen: I, Xxxxxxx X. Xxxxxxxx XX, currently serve as Senior Vice President and General Counsel to Freeport-McMoRan Inc., a Delaware corporation (the “Company”), and as such have acted as internal counsel to the Company in connection with the issuance and sale by the Company of $650,000,000 principal amount of its 4.375% Senior Notes due 2028 (the “2028 Senior Notes”) and $850,000,000 principal amount of its 4.625% Senior Notes due 2030 (the “2030 Senior Notes” and, together with the 2028 Senior Notes, the “Securities”), in each case pursuant to an Underwriting Agreement, dated July 13, 2020 (the “Agreement”), by and among the Company, Freeport-McMoRan Oil & Gas LLC, a Delaware limited liability company (the “Guarantor”) and X.X. Xxxxxx Securities LLC as Representative of the several Underwriters listed in Schedule 1 of the Agreement (together, the “Underwriters”). This opinion is furnished to you pursuant to Section 6(g)(ii) of the Agreement at the request of the Company. Capitalized terms used but not defined herein have the meanings assigned to them in...
Changes to Preliminary Prospectus Supplement. 1. NCLC has increased the aggregate principal amount of the Senior Secured Notes offered from $675 million to $750 million. 2. NCLC has increased the aggregate principal amount of the Exchangeable Notes offered from $250 million to $400 million. *** THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THE OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING XXXXX ON THE SEC WEBSITE AT XXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU A PROSPECTUS IF YOU REQUEST IT BY CALLING ONE OF THE NUMBERS LISTED BELOW:
Changes to Preliminary Prospectus Supplement. 1. The Issuer has increased the amount of this offering from $350,000,000 to $399,999,996. 2. NCLC has increased the aggregate principal amount of the Exchangeable Notes offered from $650,000,000 to $750,000,000. 3. NCLC has increased the aggregate principal amount of the Senior Secured Notes offered from $600,000,000 to $675,000,000. *** THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THE OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EXXXX ON THE SEC WEBSITE AT WXX.XXX.XXX. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU A PROSPECTUS IF YOU REQUEST IT BY CALLING ONE OF THE NUMBERS LISTED BELOW: GXXXXXX SXXXX & CO. LLC BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. J.X. XXXXXX SECURITIES LLC MIZUHO SECURITIES USA LLC 1-000-000-0000 (TOLL-FREE) 1-000-000-0000 (TOLL-FREE) 1-800-831-9146 (TOLL-FREE) 1-000-000-0000 (COLLECT) 1-866-271-7403 (TOLL-FREE) ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. EXHIBIT A Form of Lock-Up Agreement May [●], 2020 Gxxxxxx Sxxxx & Co. LLC as Representative of the several Initial Purchasers to be named in the within mentioned Purchase Agreement Gxxxxxx Sachs & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the Underwriting Agreement (the “Underwriting Agreement”) dated May 5, 2020, between Norwegian Cruise Line Holdings Ltd., a Bermuda company (the “Company”), and you, providing for the offering of an aggregate of $350,000,000 ordinary shares, par value $0.001 per share (the “Ordinary Shares”) (the “Firm Shares”), and, at the election of the several underwriters named in Schedule A to the Underwriting Agreement, the subscription for up to $52,500,000 of additional Ordinary Shares (the “Option Shares”) for the sole purpose of covering sales of Ordinary Shares in excess of the number of Firm Shares. The undersigned agrees that, for a period (the “Lock-Up Period”) beginnin...
Changes to Preliminary Prospectus Supplement. In addition to the foregoing pricing information, the preliminary prospectus supplement is hereby revised to reflect the following: The Issuer has upsized the aggregate principal amount of the offering of the notes to $1,500,000,000. The additional net proceeds will be used to fund the purchase of the tender offer notes in the tender offers. As a result of the upsize, the “As adjusted” numbers in the table under the heading “Capitalization” are amended to assume that 3.55% Senior Notes due 2022, 3.875% Senior Notes due 2023 and 4.55% Senior Notes due 2024 will be accepted for payment in the tender offers for aggregate principal amounts of $403 million, $961 million and $80 million, respectively, and such tender offer notes are tendered at or prior to the early tender offer deadline and are purchased at a price of $1,032.50, $1,040.00 and $1,050.00, respectively, per $1,000 principal amount of tender offer notes. Additional conforming changes are hereby made to the preliminary prospectus supplement to reflect the amendments described herein. Filed pursuant to Rule 433 Free Writing Prospectus dated July 13, 2020 Registration Statement No. 333-226675 FREEPORT-MCMORAN INC. Pricing Term Sheet – July 13, 2020 $850,000,000 4.625% Senior Notes due 2030 (the “2030 Notes”) Issuer: Freeport-McMoRan Inc. (the “Issuer”) Guarantor: Freeport-McMoRan Oil & Gas LLC Security Description: Senior Unsecured Notes Distribution: SEC Registered Size: $850,000,000 Issue Price: 100% Maturity: August 1, 2030 Coupon: 4.625% Yield to Maturity: 4.625% Interest Payment Dates: August 1 and February 1 Record Dates: July 15 and January 15 First Interest Payment Date: February 1, 2021 Optional Redemption: Except as described below and in the sections titled “Optional Redemption with Equity Offering Proceeds” and “Make-Whole Redemption”, the 2030 Notes are not redeemable until August 1, 2025. The 2030 Notes may be redeemed by the Issuer in whole or in part, from time to time on or after the applicable dates set forth below, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest on the 2030 Notes to be redeemed to, but not including, the applicable redemption date, if on and after the issue date, redeemed during the twelve-month period beginning on August 1 of the years indicated below: Year Percentage 2025 102.313% 2026 101.542% 2027 100.771% 2028 and thereafter 100.000% Optional Redemption with Equity Offering Proceeds: At any ti...
Changes to Preliminary Prospectus Supplement. Pages S-16 to S-17 of the preliminary prospectus supplement shall be amended by replacing the disclosure under the heading “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES — Foreign Account Tax Compliance Act” with the following: Under the Foreign Account Tax Compliance Act, or FATCA, a 30% withholding tax may be imposed on payments of interest on notes made to a “foreign financial institution” or a “non-financial foreign entity” (in each case, as defined in the Code), regardless of whether such foreign institution or entity is a beneficial owner or an intermediary, unless:
Changes to Preliminary Prospectus Supplement. The Company increased the “Maximum Tender Amount” for its previously announced tender offer from $750.0 million to $1.75 billion. As a result, the “Any and All Notes” consist of the following series of debt: 4.750% Medium-Term Notes, Series Q, due January 13, 2012 and 5.400% Medium-Term Notes, Series R, due February 15, 2012. The Maximum Tender Notes consist of the following series of debt: 5.350% Medium-Term Notes, Series R, due March 1, 2012, 5.300% Medium-Term Notes, Series R, due May 1, 2012, 5.550% Medium-Term Notes, Series R, due September 5, 2012, 5.000% Medium-Term Notes, Series Q, due September 15, 2012, 5.250% Medium-Term Notes, Series Q, due January 10, 2013, 6.375% Medium-Term Notes, Series R, due March 25, 2013, 5.875% Medium-Term Notes, Series O, due May 1, 2013, 5.625% Medium-Term Notes, Series R, due September 20, 2013 and 6.625% Medium-Term Notes, Series R, due November 15, 2013. On an as adjusted basis to give effect to the issuance of the notes offered hereby (but without giving effect to the repurchase of any of the debt securities that may be validly tendered and accepted in the Tender Offer), the Company would have had $28.3 billion aggregate principal amount of long-term debt outstanding, total capitalization of $36.6 billion and cash and cash equivalents, excluding restricted cash of $4.4 billion.
Changes to Preliminary Prospectus Supplement. The following replaces the first paragraph of “Summary—The Offering—Interest” on page S-6 of the Preliminary Prospectus Supplement: Interest will accrue on the Notes at the rate of 3.875% per year, and will be payable in cash annually in arrears on June 7 of each year, commencing June 7, 2014. Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is being calculated. See “Description of the Notes—Principal, Maturity and Interest.”
Changes to Preliminary Prospectus Supplement. The number of series of notes to be issued in the offering increased from three series (as disclosed in the Preliminary Prospectus Supplement) to four series, consisting of 3.625% Senior Notes due 2027, 3.750% Senior Notes due 2030, 4.125% Senior Notes due 2040 and 4.250% Senior Notes due 2050. The information in the Preliminary Prospectus Supplement is deemed to have changed, mutatis mutandis, to the extent affected by the additional series of notes.
Changes to Preliminary Prospectus Supplement. Title, Principal Amount, Maturity and Interest The floating rate notes are designated as our floating rate notes due August 28, 2014 and are referred to below as the 2014 notes. We may at any time and from time to time, without the consent of the existing holders of the notes, issue additional notes having the same ranking, interest rate, maturity date, redemption terms and other terms as the 2014 notes being offered under this prospectus supplement. Any such additional notes, together with the 2014 notes being offered under this prospectus supplement, will constitute a single series of securities under the senior indenture. No additional notes may be issued if an event of default under the senior indenture has occurred with respect to the 2014 notes. There is no limitation on the amount of other senior debt securities that we may issue under the senior indenture. The 2014 notes will mature and become due and payable, together with any accrued and unpaid interest, on August 28, 2014. The 2014 notes will bear interest at a rate per annum, reset quarterly, equal to LIBOR (as defined below) plus 0.125%, as determined by the calculation agent. U.S. Bank National Association will initially act as the calculation agent for the 2014 notes. We will pay interest on the 2014 notes quarterly on each February 28, May 28, August 28 and November 28, and on the maturity date. The first interest payment date will be May 28, 2013. The regular record dates for payments of interest are the February 13, May 13, August 13 and November 13 immediately preceding the applicable interest payment date. Interest will be computed on the basis of a 360-day year for the actual number of days elapsed. Interest on the 2014 notes will accrue from, and including, February 28, 2013, to, and excluding, the first interest payment date and then from, and including, the immediately preceding interest payment date to which interest has been paid or duly provided for to, but excluding, the next interest payment date. We will refer to each of these periods as an “interest period.” The amount of accrued interest that we will pay on a 2014 note for any interest period can be calculated by multiplying the face amount of the 2014 note by an accrued interest factor. This accrued interest factor is computed by adding the interest factor calculated for each day from February 28, 2013, or from the last date we paid interest to you, to the date for which accrued interest is being calculated. The interest fa...
