Investor Presentaiton
Acquisition completion is progressing as planned
A highly attractive acquisition that transforms Whitehaven into the leading ASX-listed metallurgical coal producer¹
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Rationale
■ Highly attractive and earnings accretive acquisition
■ Provides significant value upside including strategic growth options
■ Transforms Whitehaven into a metallurgical coal producer, in line with strategy
■ Delivers diversification and scale benefits
■ Strengthens and expands Whitehaven's position in attractive growth segments of the market
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Recap of transaction
Whitehaven to acquire 100% of the Daunia and Blackwater metallurgical coal mines from BMA for
an aggregate cash consideration of US$3.2 billion² comprising:
- US$2.1 billion upfront consideration payable on completion (less US$100 million deposit)
- US$500 million, US$500 million and US$100 million in separate tranches of deferred
consideration payable on the first, second and third anniversary of the completion date³
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 thresholds. Annual contingent payments are capped at US$350 million
On the basis of metallurgical coal production; excludes diversified mining peers
Subject to customary completion adjustments
The profile of deferred payments may change based on adjustments to be calculated at the time of completion
Meeting key milestones
Execution and integration project
management team in place
✓ Securing personnel and firming structures
~95% of employees have accepted offer to
transition to WHC
✓ Regulatory approvals progressing
US$1.1b 5-year term facility agreed
Opportunity for a ~20% sell down of
Blackwater to global steel producers as
strategic JV partners being considered
Systems roll-out to transition Daunia and
Blackwater to WHC progressing
Completion expected on 2 April 2024
4. 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$350mView entire presentation