Attached files
file | filename |
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EX-4.1 - EX-4.1 - MCMORAN EXPLORATION CO /DE/ | h84566exv4w1.htm |
EX-10.1 - EX-10.1 - MCMORAN EXPLORATION CO /DE/ | h84566exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2011
McMoRan Exploration Co.
(Exact name of registrant as specified in its charter)
Delaware | 001-07791 | 72-1424200 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1615 Poydras Street New Orleans, Louisiana (Address of principal executive offices) |
70112 (Zip Code) |
Registrants telephone number, including area code: (504) 582-4000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
In 2009, McMoRan Oil & Gas LLC (MOXY), a wholly owned subsidiary of McMoRan Exploration Co.
(McMoRan), and Whitney Exploration, LLC (Whitney) entered into an exploration agreement pursuant to
which Whitney has participated in MOXYs exploration and development activities at several
prospects, including a 2.97% working interest in Davy Jones and a 2% working interest in Blackbeard
East. On September 8, 2011, McMoRan and MOXY entered into a Purchase and Sale Agreement (the
Purchase Agreement) with Whitney and its sole member, Stephen J. Williams, pursuant to which MOXY
purchased all of Whitneys interests under such exploration agreement (defined as Interests in the
Purchase Agreement), in return for $10 million cash, 2,835,158 shares of McMoRan common stock, and
MOXYs assumption of all obligations and liabilities of Whitney with respect to the Interests (or,
to the extent such obligations are owed by Whitney to MOXY, MOXYs release of Whitney from such
payment or reimbursement obligations). The parties made customary representations and warranties
to each other, and have agreed to indemnify each other in connection with breaches of such
representations and warranties.
In connection with the issuance of the shares of McMoRan common stock, McMoRan and Whitney entered
into a Registration Rights Agreement, dated September 8, 2011 (the Registration Rights Agreement),
pursuant to which McMoRan agreed to, within 30 days, (1) prepare and file with the Securities and
Exchange Commission (the SEC) a shelf registration statement with respect to the shares of McMoRan
common stock issued to Whitney under the Purchase Agreement (the Registrable Securities) that would
permit some or all of the Registrable Securities to be resold in registered transactions and (2)
use its commercially reasonable efforts to maintain the effectiveness of the shelf registration
statement while Whitney holds Registrable Securities.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are
qualified in their entirety by reference to the full text thereof. Copies of the Purchase
Agreement and the Registration Rights Agreement are attached hereto
as Exhibits 10.1 and 4.1,
respectively.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Purchase Agreement, McMoRan issued 2,835,158 shares of McMoRans common stock to
Whitney as part of the consideration.
The information set forth under Item 1.01 regarding the Purchase Agreement is incorporated by
reference into this Item 3.02.
The issuance of the McMoRan common stock did not involve any public offering and was exempt from
the registration requirements of the Securities Act of 1933, as amended (the Securities Act),
pursuant to Section 4(2) of the Securities Act. The securities described above will not be
registered under the Securities Act or the securities laws of any other jurisdiction. Unless they
are registered, the securities may be offered and sold only in transactions that are exempt from
registration under the Securities Act and the securities laws of any other applicable jurisdiction.
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.
SIGNATURE
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.
McMoRan Exploration Co. |
||||
By: | /s/ Nancy D. Parmelee | |||
Nancy D. Parmelee | ||||
Senior Vice President, Chief Financial Officer and Secretary (authorized signatory and Principal Financial Officer) | ||||
Date:
September 9, 2011
McMoRan Exploration Co.
Exhibit Index
Exhibit Index
Exhibit Number
4.1
|
Registration Rights Agreement dated September 8, 2011, by and among McMoRan Exploration Co. and Whitney Exploration, LLC. | |
10.1
|
Purchase Agreement by and between McMoRan Exploration Co., McMoRan Oil & Gas LLC, as buyer, Whitney Exploration, LLC, as seller, and Stephen J. Williams, dated as of September 8, 2011. |