As filed with the United States Securities and Exchange Commission July 19, 2013.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
McMoRan Exploration Co.
(Name of Subject Company – Issuer)
McMoRan Exploration Co.
(Name of Filing Person – Issuer)
5¼% Convertible Senior Notes due 2013
4% Convertible Senior Notes due 2017
(Title of Class of Securities)
582411 AM6
(Relating to the 5¼% Convertible Senior Notes due 2013)
582411 AK0 and 582411 AJ3
(Relating to the 4% Convertible Senior Notes due 2017)
(CUSIP Number of Class of Securities)
Douglas N. Currault II
Assistant General Counsel and Assistant Secretary
McMoRan Exploration Co.
1615 Poydras Street
New Orleans, LA 70112
Telephone: (504) 582-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)
Copies to:
Monique A. Cenac, Esq.
Jones Walker LLP
333 N. Central Avenue
Phoenix, Arizona 85004
Telephone: (602) 366-7889
Calculation of Filing Fee
| | |
| Transaction Valuation* | | Amount of Filing Fee** |
| $267,832,000 | | $36,533 |
|
| * | The transaction valuation is estimated solely for the purpose of calculating the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended. The transaction valuation estimate assumes the tender of $67,832,000 aggregate principal amount of our outstanding 5¼% Convertible Senior Notes due 2013 and $200,000,000 aggregate principal amount of our outstanding 4% Convertible Senior Notes due 2017. |
| ** | The amount of the filing fee is calculated in accordance with Rule 0-11 by multiplying the transaction valuation by $136.40 for each $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | |
| Amount Previously Paid: $36,533 | | Filing Party: McMoRan Exploration Co. |
| Form or Registration No.: Schedule TO-I | | Date Filed: June 4, 2013 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:x
EXPLANATORY STATEMENT
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by McMoRan Exploration Co., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on June 4, 2013 and amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO filed with the SEC on June 12, 2013 and Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the SEC on July 10, 2013 (as amended and supplemented, the “Schedule TO”), in connection with the Company’s offer to repurchase for cash any and all of the Company’s 4% Convertible Senior Notes due 2014 (the “4% Notes”) and 5 ¼% Convertible Senior Notes due 2013 (the “5 ¼% Notes”, and together with the 4% Notes, the “Notes”) at a price of $1,000 per $1,000 in principal amount tendered, plus accrued and unpaid interest to, but excluding, the repurchase date, on the terms and subject to the conditions set forth in the Notice of Change in Control, Execution of Supplemental Indentures, Adjustment of Conversion Rate Applicable to 4% Notes and Offers to Purchase, dated June 4, 2013 (as it may be amended and supplemented from time to time, the “Offer to Purchase”), attached hereto as Exhibit (a)(1) and incorporated herein by reference.
This Amendment No. 3 is being filed to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
Items 1, 4 and 11. Summary Term Sheet; Terms of the Transaction; Additional Information.
Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by the following information:
The Repurchase Right expired at 11:59 p.m., New York City time, on July 18, 2013 (the “Expiration Date”). The Company has been advised by The Bank of New York Mellon Trust Company, N.A., as the 5¼% Trustee, 5¼% Paying Agent and 5¼% Conversion Agent that, pursuant to the terms of the Repurchase Right, 5¼% Notes with an aggregate principal amount of $1,300,000 were validly tendered and not validly withdrawn prior to the Expiration Date. All validly tendered 5¼% Notes have been accepted for purchase in accordance with the terms of the Repurchase Right. The aggregate consideration, including accrued and unpaid interest, for the accepted 5¼% Notes of approximately $1,319,527 will be delivered promptly to the tendering holders. After the purchases effected pursuant to the Repurchase Right, approximately $66,532,000 aggregate principal amount of the 5¼% Notes remain outstanding.
4% Notes with an aggregate principal amount of $200,000,000 were converted into the Merger Consideration under the terms of the 4% Indenture. Following the conversions, no 4% Notes remain outstanding.
1
| | |
Exhibit
Number | | Description |
| |
| (a)(1)* | | Notice of Change of Control, Execution of Supplemental Indentures, Adjustment of Conversion Rate Applicable to 4% Notes and Offers to Purchase, dated June 4, 2013. |
| |
| (a)(2) | | Joint press release of Freeport-McMoRan Copper & Gold Inc. and the Company (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed June 4, 2013). |
| |
| (b)(1) | | Term Loan Agreement dated as of February 14, 2013, among Freeport-McMoRan Copper & Gold Inc., JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to Freeport-McMoRan Copper & Gold Inc.’s Current Report on Form 8-K filed February 19, 2013). |
| |
| (b)(2) | | Revolving Credit Agreement dated as of February 14, 2013, among Freeport-McMoRan Copper & Gold Inc., PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.2 to Freeport-McMoRan Copper & Gold Inc.’s Current Report on Form 8-K filed February 19, 2013). |
| |
| (d)(1) | | Indenture, dated as of March 7, 2013, between Freeport-McMoRan Copper & Gold Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Freeport-McMoRan Copper & Gold Inc.’s Current Report on Form 8-K filed March 7, 2013). |
| |
| (d)(2) | | Form of 2.375% Senior Notes due 2018 (included in Exhibit (d)(1)). |
| |
| (d)(3) | | Form of 3.100% Senior Notes due 2020 (included in Exhibit (d)(1)). |
| |
| (d)(4) | | Form of 3.875% Senior Notes due 2023 (included in Exhibit (d)(1)). |
| |
| (d)(5) | | Form of 5.450% Senior Notes due 2043 (included in Exhibit (d)(1)). |
| |
| (d)(6) | | Indenture dated as of December 30, 2010, between the Company and U.S. Bank National Association, as trustee, relating to the 4% Notes (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed January 4, 2011). |
| |
| (d)(7) | | First Supplemental Indenture dated as of June 3, 2013, between the Company and U.S. Bank National Association, as trustee, relating to the 4% Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 4, 2013). |
| |
| (d)(8) | | Indenture dated as of September 13, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5¼% Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 13, 2013). |
| |
| (d)(9) | | First Supplemental Indenture dated as of June 3, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5¼% Notes (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 4, 2013). |
| |
| (d)(10) | | Definitive Proxy Statement of the Company (incorporated by reference to the Schedule 14A filed by the Company on May 3, 2013 (the “Proxy Statement”)). |
| |
| (d)(11) | | Supplemental Disclosure to the Proxy Statement (incorporated by reference to the Company’s Current Report on Form 8-K filed May 7, 2013). |
| |
| (g) | | None. |
| |
| (h) | | None. |
| |
| * | | Previously filed. |
2
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | | | | | |
| | McMoRan Exploration Co. | | |
| | | |
| | By: | | /s/ Nancy D. Parmelee | | |
| | | | Nancy D. Parmelee Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | |
Dated: July 19, 2013
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| (a)(1)* | | Notice of Change of Control, Execution of Supplemental Indentures, Adjustment of Conversion Rate Applicable to 4% Notes and Offers to Purchase, dated June 4, 2013. |
| |
| (a)(2) | | Joint press release of Freeport-McMoRan Copper & Gold Inc. and the Company (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed June 4, 2013). |
| |
| (b)(1) | | Term Loan Agreement dated as of February 14, 2013, among Freeport-McMoRan Copper & Gold Inc., JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to Freeport-McMoRan Copper & Gold Inc.’s Current Report on Form 8-K filed February 19, 2013). |
| |
| (b)(2) | | Revolving Credit Agreement dated as of February 14, 2013, among Freeport-McMoRan Copper & Gold Inc., PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.2 to Freeport-McMoRan Copper & Gold Inc.’s Current Report on Form 8-K filed February 19, 2013). |
| |
| (d)(1) | | Indenture, dated as of March 7, 2013, between Freeport-McMoRan Copper & Gold Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Freeport-McMoRan Copper & Gold Inc.’s Current Report on Form 8-K filed March 7, 2013). |
| |
| (d)(2) | | Form of 2.375% Senior Notes due 2018 (included in Exhibit (d)(1)). |
| |
| (d)(3) | | Form of 3.100% Senior Notes due 2020 (included in Exhibit (d)(1)). |
| |
| (d)(4) | | Form of 3.875% Senior Notes due 2023 (included in Exhibit (d)(1)). |
| |
| (d)(5) | | Form of 5.450% Senior Notes due 2043 (included in Exhibit (d)(1)). |
| |
| (d)(6) | | Indenture dated as of December 30, 2010, between the Company and U.S. Bank National Association, as trustee, relating to the 4% Notes (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed January 4, 2011). |
| |
| (d)(7) | | First Supplemental Indenture dated as of June 3, 2013, between the Company and U.S. Bank National Association, as trustee, relating to the 4% Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 4, 2013). |
| |
| (d)(8) | | Indenture dated as of September 13, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5¼% Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 13, 2013). |
| |
| (d)(9) | | First Supplemental Indenture dated as of June 3, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5¼% Notes (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed June 4, 2013). |
| |
| (d)(10) | | Definitive Proxy Statement of the Company (incorporated by reference to the Schedule 14A filed by the Company on May 3, 2013 (the “Proxy Statement”)). |
| |
| (d)(11) | | Supplemental Disclosure to the Proxy Statement (incorporated by reference to the Company’s Current Report on Form
8-K filed May 7, 2013). |
| |
| (g) | | None. |
| |
| (h) | | None. |
| |
| * | | Previously filed. |
E-1
