Whitehaven Metallurgical Coal Acquisition Presentation slide image

Whitehaven Metallurgical Coal Acquisition Presentation

Transaction details Consideration and key conditions Consideration Key documents Transitional arrangements ■ Whitehaven to acquire 100% of the Blackwater and Daunia metallurgical coal mines from BMA for an aggregate cash consideration of US$3.2 billion 1 comprising: ◉ US$2.10 billion consideration payable on completion - US$500 million, US$500 million and US$100m in separate tranches of deferred payments payable on the first, second and third anniversary of the completion date² Additionally, contingent payments of up to US$900 million; comprised of three annual payments (payable on the date which is three months after the relevant anniversary of completion) dependent on realised pricing exceeding agreed thresholds³. Annual contingent payments are capped at US$350 million ■ Asset Sale Agreements for the Daunia and Blackwater mines ■ Share Sale Agreement for the acquisition of South Blackwater Coal Pty Limited ■ Full separation plan for both mines to be implemented between now and completion ☐ BMA will provide transitional services at Whitehaven's option for up to 6 months from completion, if required, to facilitate completion of a smooth integration of the Daunia and Blackwater mines Completion is expected in June 2024 quarter Timetable Key conditions precedent to completion Deposit & break fee 1. 2. 9 3. Subject to customary completion adjustments ◉ Regulatory and merger control approvals ☐ A deposit of US$100 million, rebateable against the upfront consideration, has been paid The profile of deferred payments may change based on adjustments to be calculated at the time of completion Contingent payments paid from 35% revenue share, capped at a total of US$900m over three years post completion. Subject to average realised prices achieved by the Assets exceeding respective thresholds of US$159/t in the 12-month period 12 months post-completion, US$134/t in the 12-month period 24 months post-completion and US$134/t in the 12-month period 36 months post completion. Annual payments are capped at maximum of US$350m WHITEHAVEN
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