Potter Anderson & Corroon Advises McMoRan Special Committee

Potter Anderson & Corroon attorneys served as Delaware counsel to the Special Committee of the Board of Directors of McMoRan Exploration Co. in connection with its anticipated private issuance of $900 million in convertible securities upon its acquisition of Plains Exploration & Production Company’s shallow water Gulf of Mexico shelf assets.  Potter Anderson attorneys involved were partners Michael B. Tumas and Michael K. Reilly, and associates Erin Della Barca and Joan-Alice Burn.

McMoRan conducts exploration, development and production of oil and natural gas in the shallow waters of the Gulf of Mexico shelf and onshore in the Gulf Coast area. In connection with the transaction, McMoRan will acquire Plains’ shallow water Gulf of Mexico shelf assets.  Upon completion of the acquisition and the satisfaction of certain conditions, McMoRan will privately issue  $900 million in convertible securities. The private placement will include $200 million of 7-year 4% Convertible Senior Notes and $700 million of 5¾% Convertible Perpetual Preferred Stock. Private investors will purchase the notes and $200 million of preferred stock, while Freeport-McMoRan Copper & Gold Inc. (“FCX”) will purchase $500 million of preferred stock. The proceeds from the sales of the convertible securities will be used to fund future capital expenditures associated with McMoRan’s expanded asset base and for general corporate purposes. The transaction with FCX was negotiated between a special committee of independent directors of the Board of Directors of McMoRan and a special committee of independent directors of the Board of Directors of FCX. The deal is expected to close by year-end 2010.

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