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:
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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
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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
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Regulatory and merger control approvals
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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
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