Whitehaven Metallurgical Coal Acquisition Presentation
Transaction summary
A highly attractive acquisition that transforms Whitehaven into the leading ASX-listed metallurgical coal producer
Overview
Rationale
■ Whitehaven to acquire 100% of the Blackwater and Daunia metallurgical coal mines from BMA for an aggregate cash consideration of
US$3.2 billion comprising:
– US$2.1 billion upfront consideration payable on completion
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 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
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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Funding
Timing
Funded via a combination of available cash, a US$900 million bridge facility and cash flows of the enlarged business over
FY25, FY26 and FY27. Opportunity being considered for a sell down to global steel producers as strategic joint venture partners
Completion expected in June 2024 quarter
Subject to customary completion adjustments
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
WHITEHAVENView entire presentation