8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2016

FREEPORT-McMoRan INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11307-01	74-2480931
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 North Central Avenue
Phoenix, AZ	85004
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (602) 366-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement.

On September 12, 2016, Freeport-McMoRan Inc. (“FCX”) through its subsidiaries Freeport-McMoRan Oil & Gas LLC (“FM O&G”), Freeport-McMoRan Exploration & Production LLC (“FMEP”), and Plains Offshore Operations Inc. (“POOI,” and together with FM O&G and FMEP, collectively, “Seller”) entered into a purchase agreement (the “Purchase Agreement”) with Anadarko US Offshore LLC, a Delaware limited liability company and a subsidiary of Anadarko Petroleum Corporation (“Purchaser”), pursuant to which FCX, through Seller, has agreed to sell its interest in the ownership and operation of oil and gas properties located in the Deepwater Gulf of Mexico to Purchaser for $2 billion in cash and up to $150 million in contingent cash consideration, subject to adjustment as set forth in the Purchase Agreement. FCX has agreed to guarantee the obligations of Seller to Purchaser under the Purchase Agreement, and Anadarko Petroleum Corporation has agreed to guarantee the obligations of Purchaser to Seller under the Purchase Agreement.

The consummation of the transactions contemplated by the Purchase Agreement is subject to certain specified closing conditions, including (1) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (2) the absence of certain laws or legal proceedings in connection with the transactions, (3) the consummation of certain transactions with equityholders of POOI and (4) other customary closing conditions, including, subject to certain materiality exceptions, the accuracy of each party’s representations and warranties, each party’s compliance with its obligations and covenants under the Purchase Agreement, and asserted title and environmental defects and casualty losses relating to the transferred assets falling below specified levels. The transactions contemplated by the Purchase Agreement do not require the approval of FCX’s shareholders.

Subject to the satisfaction or waiver of the foregoing conditions and the other terms and conditions contained in the Purchase Agreement, the transaction is expected to close in the fourth quarter of 2016.

The Purchase Agreement contains representations, warranties and indemnification provisions of the parties customary for transactions of this type. Until the consummation of the transaction contemplated by the Purchase Agreement, FM O&G, FMEP and POOI have each agreed, subject to certain exceptions, to conduct its respective business in the ordinary course.

The Purchase Agreement contains certain termination rights for Purchaser and Seller, including (1) the right of either party to terminate if the closing conditions related to legal proceedings and regulatory approvals have not been satisfied on or before January 10, 2017, (2) the right of either party to terminate for certain uncured breaches of the Purchase Agreement and (3) the right of either party to terminate if asserted title and environmental defects and casualty losses relating to the transferred assets exceed specified levels.

If the Purchase Agreement is terminated by either party due to (1) the other party’s willful breach of the Purchase Agreement or (2) the other party’s failure to close in an instance where, as of January 10, 2017, all closing conditions have been satisfied or waived and the terminating party is willing and able to close, the terminating party is entitled to either specific performance or a termination fee of $100 million.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to FCX’s Quarterly Report on Form 10-Q for the period ending September 30, 2016. The Purchase Agreement is being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about FCX or the other parties to the Purchase Agreement. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations,

warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in FCX’s public disclosures.

Item 7.01 Regulation FD Disclosure.

On September 12, 2016, FCX announced that it and its wholly owned subsidiaries, FM O&G and FCX Oil & Gas Inc. (“FCX O&G” and, together with FM O&G, the “Company”) have commenced the solicitation of consents to certain proposed amendments to the indenture governing the Company’s outstanding 6.125% Senior Notes due 2019, outstanding 6.50% Senior Notes due 2020, outstanding 6.625% Senior Notes due 2021, outstanding 6.75% Senior Notes due 2022 and outstanding 6.875% Senior Notes due 2023, all of which are fully and unconditionally guaranteed by FCX. A copy of the press release is attached hereto as Exhibit 99.2.

Item 8.01 Other Events.

FCX issued a press release dated September 12, 2016, announcing that FM O&G has entered into a purchase and sale agreement with Anadarko Petroleum Corporation for the sale of its Deepwater Gulf of Mexico properties for total cash consideration of $2.0 billion and up to $150 million in contingent payments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Exhibits included as part of this Current Report are listed in the attached Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Freeport-McMoRan Inc.

By: /s/ Kathleen L. Quirk

Kathleen L. Quirk

Executive Vice President, Chief Financial Officer

& Treasurer (authorized signatory and

Principal Financial Officer)

Date: September 12, 2016

Freeport-McMoRan Inc.

Exhibit Index

Exhibit

Number

99.1	Press release dated September 12, 2016, titled “Freeport-McMoRan Announces Agreement to Sell its Deepwater Gulf of Mexico Properties.”
99.2	Press release dated September 12, 2016, titled “Freeport-McMoRan Commences Consent Solicitations to Amend Freeport-McMoRan Oil & Gas Senior Notes Indentures.”

EX-99.1

333 North Central Avenue Phoenix, AZ 85004	Financial Contacts:		Media Contact:
	Kathleen L. Quirk (602) 366-8016	David P. Joint (504) 582-4203	Eric E. Kinneberg (602) 366-7994

Freeport-McMoRan Announces Agreement to

Sell its Deepwater Gulf of Mexico Properties

PHOENIX, AZ, September 12, 2016 – Freeport-McMoRan Inc. (NYSE: FCX) announced today that its oil and gas subsidiary, Freeport-McMoRan Oil & Gas (FM O&G), has entered into a purchase and sale agreement with Anadarko Petroleum Corporation (NYSE: APC) for the sale of its Deepwater Gulf of Mexico (GOM) properties for total cash consideration of $2.0 billion and up to $150 million in contingent payments.

The contingent payments would be received over time as Anadarko realizes future cash flows in connection with FM O&G’s recently completed third-party production handling agreement for the Marlin platform. Anadarko will also assume future abandonment obligations associated with the properties which had a book value of approximately $0.5 billion at June 30, 2016.

Richard C. Adkerson, President and Chief Executive Officer, said, "We are pleased to announce this transaction which brings our total 2016 asset sale transactions to over $6 billion and reflects our commitment to debt reduction and our focus on dedicating our capital and management resources to our global leading copper business. With our announced asset sale transactions combined with cash flows from operations and previously announced at-the-market equity transactions, we are on track to achieve our stated balance sheet objectives. We congratulate our Deepwater GOM team on developing a strong portfolio of assets that will enable Anadarko to build on our success. We look forward to closing both the Deepwater GOM transaction and the previously announced Tenke transaction during 2016 and to continuing to execute our plans to enhance long-term value for shareholders.”

The transaction has an effective date of August 1, 2016, and is expected to close in fourth-quarter 2016, subject to customary closing conditions.

For the twelve month period ended June 30, 2016, net daily sales volumes from FM O&G’s Deepwater GOM properties averaged approximately 73 thousand barrels of oil equivalents (MBOE). Over this period, revenues totaled $1.0 billion, cash production costs (before G&A) totaled $0.3 billion and capital expenditures totaled $1.6 billion.

Preferred shareholders in FM O&G’s consolidated subsidiary, Plains Offshore Operations Inc., are entitled to receive $582 million in connection with the transaction. The remaining net proceeds will be used for debt repayment.

FCX does not expect to record a material gain or loss on the transaction.

FCX also announced today it is commencing a consent solicitation to obtain approval from holders of five series of FM O&G Notes to align covenants to those in the existing Notes previously issued by FCX. FCX is the guarantor of FM O&G Notes with aggregate principal amounts totaling $2.3 billion. Prior to completing the Deepwater GOM sale transaction, FCX plans to merge FM O&G into FCX, or alternatively amend the FM O&G Notes to conform the indentures to FCX’s Senior Notes. In either scenario, there is no requirement to redeem the FM O&G Notes in connection with this transaction.

FCX is a premier U.S.-based natural resources company with an industry-leading global portfolio of mineral assets. FCX is the world's largest publicly traded copper producer.

Freeport-McMoRan 1

FCX's portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; significant mining operations in the Americas, including the large-scale Morenci minerals district in North America and the Cerro Verde operation in South America. Additional information about FCX is available on FCX's website at "fcx.com."

Cautionary Statement Regarding Forward-Looking Statements: This press release contains forward-looking statements, which are all statements other than statements of historical facts, such as expectations related to completion of the pending transaction. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” "targets," “intends,” “likely,” “will,” “should,” “to be,” ”potential" and any similar expressions are intended to identify those assertions as forward-looking statements. FCX cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause FCX's actual results to differ materially from those anticipated in the forward-looking statements include the ability of the parties to secure regulatory approvals, satisfy closing conditions and consummate the pending transaction and other factors described in more detail under the heading “Risk Factors” in FCX's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (SEC) as updated by FCX's subsequent filings with the SEC.

Investors are cautioned that many of the assumptions upon which FCX's forward-looking statements are based are likely to change after the forward-looking statements are made, including for example commodity prices, which FCX cannot control, and production volumes and costs, some aspects of which FCX may not be able to control. Further, FCX may make changes to its business plans that could affect its results. FCX cautions investors that it does not intend to update forward-looking statements more frequently than quarterly notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes, and FCX undertakes no obligation to update any forward looking statements.

# # #

Freeport-McMoRan 2

EX-99.2

333 North Central Avenue Phoenix, AZ 85004	Financial Contacts:		Media Contact:
	Kathleen L. Quirk (602) 366-8016	David P. Joint (504) 582-4203	Eric E. Kinneberg (602) 366-7994

Freeport-McMoRan Commences Consent Solicitations

to Amend Freeport-McMoRan Oil & Gas Senior Notes Indentures

PHOENIX, AZ, September 12, 2016 - Freeport-McMoRan Inc. (NYSE: FCX) announced today that it and its wholly owned subsidiaries, Freeport-McMoRan Oil & Gas LLC (FM O&G) and FCX Oil & Gas Inc. (FCX O&G), have commenced the solicitation of consents to amend the indenture governing the following notes of FM O&G and FCX O&G, totaling $2.3 billion aggregate principal amount as of September 9, 2016:

Senior Notes	Aggregate Principal Amount Outstanding
6.125% due 2019	$236.9 million
6.50% due 2020	$617.0 million
6.625% due 2021	$261.5 million
6.75% due 2022	$448.5 million
6.875% due 2023	$778.5 million

The Notes are fully and unconditionally guaranteed by FCX. The purpose of the consent solicitations is to obtain from holders approval of the proposed amendments to align certain covenants in the indenture with those governing the existing notes issued by FCX. The consent solicitations are being made in connection with FCX’s recently announced sale of its Deepwater Gulf of Mexico oil and gas properties.

The consent solicitation with respect to each series of Notes is conditioned upon the completion of each of the other consent solicitations. The consent solicitations are being made in accordance with the terms and subject to the conditions stated in a Consent Solicitation Statement, dated September 12, 2016, and in a related Consent Form to holders of record as of 5:00 p.m., New York City time, on September 9, 2016. Each consent solicitation is scheduled to expire at 5:00 p.m., New York City time, on September 23, 2016, unless extended or earlier terminated (the Expiration Date).

Holders of Notes who validly deliver consents to the proposed amendments in the manner described in the Consent Solicitation Statement will be eligible to receive consent consideration equal to $2.50 per $1,000 principal amount of Notes for which consents have been validly delivered prior to the Expiration Date (and not validly revoked). Holders providing consents after the Expiration Date will not receive consent consideration. Consent consideration will be paid to consenting holders as promptly as practicable after the satisfaction or waiver of the conditions to the consent solicitations, as further described in the Consent Solicitation Statement. The consummation of each consent solicitation is subject to a number of conditions that are set forth in the Consent Solicitation Statement, including, without limitation, (1) the receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes of each series prior to the Expiration Date and (2) the execution and effectiveness of the supplemental indenture effecting the proposed amendments to the Indenture with respect to the applicable series of Notes.

Consents may be revoked prior to the date the supplemental indenture giving effect to the proposed amendments is executed and becomes effective (which is expected to be promptly after receipt of the requisite consents for each series of Notes, which may occur prior to the Expiration Date). If the requisite consents for such amendments are received, then upon execution of the supplemental indenture and payment of the consent consideration, the amendments will be operative and be binding upon all holders of Notes, whether or not such holders have delivered consents. A more comprehensive description of the consent solicitations can be found in the Consent Solicitation Statement and related Consent Form.

Freeport-McMoRan 1

J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the Solicitation Agents in connection with the consent solicitations. Persons with questions regarding the consent solicitations should contact J.P. Morgan Securities LLC at (212) 270-7765 (collect) or (866) 834-4666 (toll-free) (Attention: Liability Management Group). Requests for copies of the solicitation documents and other related materials should be directed to D.F. King & Co., Inc., the Information and Tabulation Agent for the consent solicitations, at (212) 269-5550 (collect) or (888) 886-4425 (toll-free).

This press release, the Consent Solicitation Statement and related Consent Form shall not constitute an offer to sell or a solicitation of an offer to purchase any Notes or other securities. The consent solicitations are being made only by, and pursuant to the terms of, the solicitation documents, and the information in this press release is qualified by reference to the solicitation documents. No recommendation is made, or has been authorized to be made, as to whether or not holders of Notes should consent to the adoption of the proposed amendments to the consent solicitations. Each holder of Notes must make its own decision as to whether to give its consent to the proposed amendments.

FCX is a premier U.S.-based natural resources company with an industry-leading global portfolio of mineral assets. FCX is the world's largest publicly traded copper producer.

FCX's portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; significant mining operations in the Americas, including the large-scale Morenci minerals district in North America and the Cerro Verde operation in South America. Additional information about FCX is available on FCX's website at "fcx.com."

Cautionary Statement Regarding Forward-Looking Statements: This press release contains forward-looking statements, which are all statements other than statements of historical facts, such as expectations related to completion of the consent solicitations to amend the indenture governing the 2019 Notes, the 2020 Notes, the 2021 Notes, the 2022 Notes, and the 2023 Notes. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” ”potential" and any similar expressions are intended to identify those assertions as forward-looking statements. FCX cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause FCX’s actual results to differ materially from those anticipated in the forward-looking statements include the delivery of the requisite consents from the holders of each series of Notes to effect the Proposed Amendments to the Indenture and other factors described in more detail under the heading “Risk Factors” in FCX's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (SEC) as updated by FCX’s subsequent filings with the SEC.

Investors are cautioned that many of the assumptions upon which FCX's forward-looking statements are based are likely to change after the forward-looking statements are made, including for example commodity prices, which FCX cannot control, and production volumes and costs, some aspects of which FCX may not be able to control. Further, FCX may make changes to its business plans that could affect its results. FCX cautions investors that it does not intend to update forward-looking statements more frequently than quarterly notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes, and FCX undertakes no obligation to update any forward looking statements.

# # #

Freeport-McMoRan 2