Evercore Investment Banking Pitch Book
Transaction Overview
Summary of Selected Proposed Merger Agreement Terms
Valuation /
Consideration:
$14.75 in cash, without interest, and 1.15 units of the newly formed royalty trust (the "ORRI Trust")
Each ORRI Trust unit will entitle the Unitholder to an equal share of the 5.0% overnding royalty interest (ORRI") in McMoRan
Exploration Co.'s ("McMoRan", "MMR", or the "Company") subsalt ultra-deep assets (the "Ultra-Deep Assets")
Common Stock and Preferred Stock owned by Freeport-McMoRan Copper & Gold Inc. ("Freeport") or Merger Sub, or any of their
respective Subsidianes, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist (the "Cancelled Shares")
Freeport owns 500,000 shares of convertible perpetual preferred stock with an initial conversion price of $16.00 which would
equate to 33,164,664 common shares upon conversion, or 14.3% of the fully diluted shares outstanding. All of these shares
would be cancelled in the merger
Transaction
Structure:
Financing:
Key
Conditions to
Closing:
No Shop/
Fiduciary Out:
Termination
Fees:
Timing:
Related Party
Transaction:
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Convertible preferred stock and convertible notes not owned by Freeport will remain outstanding and will receive the merger consideration
upon conversion in accordance with the applicable terms of each convertible preferred share series
Merger Sub, a direct wholly owned subsidiary of Freeport, shall merge with and into McMoRan and the separate corporate existence of
Merger Sub shall cease and McMoRan shall be the surviving corporation in the merger
Freeport has delivered to McMoRan a true and complete copy of the executed debt commitment letter by and among the financing sources
and Freeport providing for debt financing
Stockholder approval shall have been obtained by a vote of the majority of MMR excluding Freeport and Plains E&P
No injunction by any court or other tribunal of competent jurisdiction shall have been entered
All waiting periods applicable to the Merger under the HSR Act shall have expired or been terminated
The Form S-4 shall have been declared effective by the SEC
Confidential
"No Shop" provision for McMoRan subject to fiduciary exception, including right for McMoRan to respond to a bona fide written
proposal that could reasonably be expected to lead to a proposal that is more favorable to McMoRan shareholders than the merger
transaction with Freeport
No ability to terminate Merger Agreement in event a superior proposal is received
3% of equity value payable by Freeport in the event of a change in recommendation by Freeport
3% of equity value payable by McMoRan in the event of a change in recommendation by McMoRan
Transaction expenses will also be reimbursed
Expected closing in Q1 2013
Freeport is also contemplating a concurrent acquisition of Plains Exploration and Production Company ("Plains
E&P"), which currently owns 31.5% (basic) of the voting shares of the Company. Consummation of the Proposed
Transaction is not contingent upon Freeport's contemplated acquisition of Plains E&P
Assumes an implied offer value of $16.90 per share and a closing date of December 31, 2012 for purposes of calculating the applicable make-whole
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