お知らせ • May 04
Stanmore Resources Limited (ASX:SMR) completed the acquisition of 80% stake in BHP Mitsui Coal Pty. Ltd. from BHP Minerals Pty Ltd.
Stanmore Resources Limited (ASX:SMR) signed a share sale and purchase agreement to acquire 80% stake in BHP Mitsui Coal Pty. Ltd. from BHP Minerals Pty Ltd for approximately $1.4 billion on November 4, 2021. The purchase price is subject to customary completion adjustments. The purchase price comprises $1.1 billion to be paid in cash on completion, $100 million in cash to be paid six months after completion and the potential for up to $150 million in a price-linked earnout payable in the 2024 calendar year. A deposit of $30 million is payable on execution, which will be refunded once condition relating to approval of shareholders of Dian Swastatika Sentosa is satisfied. Stanmore Resources would assume economic and operating control of BHP Mitsui Coal on completion of the sale, including its share of all current and future liabilities of BHP Mitsui Coal subject to certain limited exceptions. Upon completion of the Transaction, BHP Mitsui Coal will be owned 80% by Stanmore and 20% by Mitsui. The transaction shall be funded through $625 million senior acquisition debt facility with a consortium of lenders, a partially underwritten accelerated renounceable pro-rata entitlement offer of $600 million and available cash and Stanmore operating cash flows of $75 million. Excluding the price-linked earnout, this represents an Enterprise Value/EBITDA multiple of 6.9x. BHP will provide certain transitional services to Stanmore Resources for a short period of time after completion. Stanmore has executed credit approved commitment letters with certain financiers advised or managed by Varde Partners, Canyon Capital Advisors LLC, Farallon Capital Asia Pte. Ltd., and other credit funds to provide an aggregate $625 million secured debt facility. The transaction can be terminated under certain circumstances. Stanmore has also agreed to pay a break fee in the event that certain conditions precedent are not satisfied or waived by the date that is nine months from the date of the agreement. Golden Energy and Resources Limited, Stanmore Resources’ major shareholder, guarantees Stanmore Resources’ obligations to pay the purchase price and any break fee obligations to BHP up to $600 million. An on March 3, 2022, Institutional Entitlement Offer successfully completed, raising approximately AUD 656 million before costs, representing ~94.6% of the total raising amount BHP Minerals will continue to operate BHP Mitsui until completion and work closely with Stanmore Resources to ensure a successful transition of ownership. BHP Mitsui Coal Pty. Ltd reported revenues of $989 million and EBITDA of $217 million for 12 months ending September 30, 2021. Dian Swastatika Sentosa is majority owned by PT Sinar Mas Tunggal and Sinar Mas Tunggal has provided an irrevocable binding commitment to Dian Swastatika Sentosa that it will vote in favour of the transaction. The sale is subject to the satisfaction of certain conditions, including customary competition approval, approval from certain merger control authorities and regulatory approvals. This includes approval from the Foreign Investment Review Board. The transaction is also subject to approval of major shareholder of Golden Energy and Resources Limited i.e. PT Dian Swastatika Sentosa Tbk. Golden Energy and Resources through Golden Investments (Australia) Pte Ltd holds 75.33% stake in Stanmore Resources Limited. Golden Energy and Resources Limited is fully supportive of the transaction. As of February 24, 2022, PT Dian Swastatika Sentosa Tbk (“DSS”), a major shareholder of Golden Energy and Resources Limited and Foreign merger clearance approved the transaction. The transaction is expected to complete in the middle of the 2022 calendar year. As of March 24, 2022, It is anticipated that Completion of the acquisition will occur on May 3, 2022. Net proceeds will be incorporated into and evaluated in accordance with BHP’s capital allocation framework to determine the appropriate manner to maximize value to shareholders via future dividends, share buybacks or combination of both. M Resources acted as the marketing and sales agent, Palaris Australia acted as the mining consultants, Grant Samuel Group Limited acted as the financial advisor and Ernst & Young LLP acted as the accountant to Stanmore. Adam Edelman, David Jewkes, Keira Brennan, Alen Pazin, Claire Forster, Adam Smith, Herman Yip, Chris Minus and Ellen Pen of Norton Rose Fulbright Australia acted as legal advisor to Stanmore. Jay Leary, Angela Morris, Gabrielle Sumich, Nigel Amigh and Hannah Whitton of Herbert Smith Freehills acted as legal advisor to BHP Minerals Pty Ltd in the transaction. The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor to BHP Minerals Pty Ltd in the transaction. UBS acted as joint financial advisor to BHP Group.
Stanmore Resources Limited (ASX:SMR) completed the acquisition of 80% stake in BHP Mitsui Coal Pty. Ltd. from BHP Minerals Pty Ltd on May 3, 2022.