공고 • Jun 17
Metals Acquisition Corp (NYSE:MTAL) completed the acquisition of Cobar Management Pty. Ltd. from Glencore Operations Australia Pty Limited.
Metals Acquisition Corp (NYSE:MTAL) entered into a share sale agreement to acquire Cobar Management Pty. Ltd. from Glencore Operations Australia Pty Limited for $1.1 billion on March 16, 2022. As reported, the consideration consisting of $1.05 billion in cash and 50 million of common equity of Metals Acquisition plus a 1.5% copper NSR. The transaction will be financed through a combination of debt and equity, $465 million of debt facilities, $175 million mezzanine convertible debt facility and $510 million through equity. Under the terms of the revised, Silver Stream agreement, the upfront cash payment payable by OBL to MAC has been reduced from $90 million to $75 million. In the event the silver price averages at least $25.50 per ounce over the ten business days immediately prior to the closing of the Acquisition Transaction, the Silver Deposit will be increased by $15 million to a total of $90 million. On January 9, 2023, Metals Acquisition Corp issued an unsecured promissory note to Green Mountain Metals LLC pursuant to which Metals Acquisition borrowed $300,000 from the Sponsor for transaction costs reasonably related to the consummation of the business combination. As of November 22, 2022, the transaction value has been changed to $1.2 billion which consists of $775 million cash, $100 million of common equity, $75 million deferred to be paid out of half the proceeds of any future equity raise, $75 million contingent payment payable when copper averages > $4.25/lb for 18 continuous months over the Life of Mine and $75 million contingent payment payable when copper averages > $4.50/lb for 24 continuous months over the LOM. The transaction will be financed from debt facilities consisting of (a) a $205 million acquisition term loan and (b) a $135 million mezzanine debt facility, (ii) a $75 million long term silver purchase and sales agreement with Osisko Bermuda Limited, (iii) to the extent available, $266 million cash in trust, (iv) a $100 million redemptions backstop facility, and (v) proceeds from at least $126 million of private equity placements. Glencore will be entitled to appoint one director to the Board of Directors of MAC for each 10% interest it holds in MAC from time to time.The transaction is subject to obtain approval from FIRB, regulatory approval, listing of new shares, shareholder approval of Metals Acquisition, Buyer Guarantor shall have at least $5,000,001 of net tangible assets and other customary closing conditions. The transaction has been unanimously approved by the Board of Directors of MAC. As of September 6, 2022, the transaction is approved by Australian Foreign Investment Review Board. The transaction is subject to raising the necessary financing. The transaction is expected to be completed in 2022. As of September 22, 2022. Metals Acquisition Corp. is pleased to announce that it has mandated Barrenjoey Markets Pty Ltd and Canaccord Genuity (Australia) Limited as Joint Lead Managers for a proposed dual listing of MAC on the ASX following the closing of its acquisition of the CSA Mine from Glencore. As of May 11, 2023, the U.S. Securities and Exchange Commission declared effective the Registration Statement on Form F-4 for the proposed business combination. The extraordinary General Meeting of MAC’s shareholders will be held on June 5, 2023. As of May 30, 2023, Australian Foreign Investment Review Board approved the transaction. On June 5, 2023, the transaction has been approved by the shareholders of MAC. On June 12, 2023, MAC entered into subscription agreements totaling approximately $52 million at a purchase price of $10.00 per share in a private placement to be consummated substantially concurrently with the consummation of Cobar acquisition. As of June 2, 2023, the transaction is expected to complete on the later of June 15, 2023, and the date that is eight business days after shareholder approval for consummation the Business combination is obtained.Citigroup Global Markets Inc. acted as financial advisor to MAC. Squire Patton Boggs, King & Wood Mallesons and Paul Hastings LLP acted as legal advisors to MAC. Continental Stock Transfer & Trust Company acted as transfer agent for MAC. BofA Securities, Inc. acted as financial advisor and David Avery-Gee of Weil, Gotshal & Manges LLP acted as a legal advisor to Glencore.Metals Acquisition Corp (NYSE:MTAL) completed the acquisition of Cobar Management Pty. Ltd. from Glencore Operations Australia Pty Limited on June 16, 2023. Glencore has received $775 million in cash and $100 million in shares, plus an additional deferred amount of $225 million.