McMoRan has priced a public offering of 14.5 million shares of common stock at $5.75 per share. The underwriters have an option to purchase from McMoRan up to an additional 2.175 million common shares to cover over-allotments, if any.
McMoRan also announced today that it has concurrently priced a public offering of 75,000 shares of convertible perpetual preferred stock at $1,000 per share. The convertible perpetual preferred stock will pay, when and if declared by the Board of Directors, cash dividends at a rate of 8.00% per annum, payable quarterly. The underwriters have an option to purchase from McMoRan up to an additional 11,250 convertible perpetual preferred shares to cover over-allotments, if any. The first dividend date will be August 15, 2009.
The preferred stock will be convertible into approximately 11.0 million shares of McMoRan common stock, equivalent to a conversion price of approximately $6.84 per share of common stock, reflecting a 19.0% conversion premium to the $5.75 per share price of the common offering. The conversion rate will be subject to anti-dilution adjustments in certain circumstances and the preferred stock may not be called for redemption by McMoRan prior to June 15, 2014, and thereafter may be called at McMoRan's option if McMoRan's common stock price exceeds 130% of the conversion price for 20 trading days within a period of 30 consecutive trading days.
These offerings, which are expected to close on June 22, 2009, will generate gross proceeds of $158.4 million before underwriting discounts, expenses and the exercise of over-allotment options, if any. McMoRan intends to use the net proceeds from these offerings for general corporate purposes, including capital expenditures.
The book-running manager for these offerings is J.P. Morgan. The co-managers for the common stock offering are Dahlman Rose & Company, LLC, BNP Paribas Securities Corp, Capital One SouthCoast, Inc., Howard Weil Incorporated, TD Securities (USA) LLC, ING Financial Markets LLC and Piper Jaffray & Co. The co-managers for the convertible perpetual preferred offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated and Dahlman Rose & Company, LLC.
The offerings will be made under McMoRan's existing shelf registration statement filed with the Securities and Exchange Commission on October 5, 2007. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the shares of preferred or common stock described in this press release will be made exclusively by means of a prospectus and prospectus supplement.
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