Stanmore Resources Limited acquires an 80% interest in BHP Mitsui Coal for consideration of up to US$1.35 billion

Global law firm Norton Rose Fulbright has advised Queensland-based mining company, Stanmore Resources Limited (Stanmore), on its execution of an agreement to acquire all of the shares in Dampier Coal (Queensland) Pty Ltd, which owns an 80% interest in BHP Mitsui Coal (BMC), for consideration of up to US$1.35 billion.

BMC owns several significant metallurgical coal mining projects, including South Walker Creek and Poitrel mines in Queensland’s Bowen Basin, as well as the undeveloped Wards Well coal project. South Walker Creek and Poitrel together have metallurgical coal production of about 10Mt per annum and total marketable reserves of over 135Mt.

The acquisition is transformational for Stanmore, making it one of the largest mining companies in Queensland and one of Australia’s biggest metallurgical coal businesses. BMC’s assets are in close proximity to Stanmore’s existing operating assets and there is potential for the combined group to benefit from shared infrastructure, corporate functions and coal blending opportunities.

Norton Rose Fulbright’s multi-jurisdictional team, led by partners Adam Edelman, David Jewkes and Keira Brennan, leveraged deep mining and M&A experience across the firm’s corporate, projects, banking & finance, regulatory and tax teams to advise on all aspects of the transaction.

Adam, David and Keira were supported by partners Alen Pazin, Claire Forster and Adam Smith, as well as special counsel Herman Yip; senior associate Ellen Whittred; associates Mauricio Da Rocha, Kellie Hayman, Morgan Woodland, Laura Martin and Amelia Martin; and lawyers Chris Minus and Ellen Pen.

Adam Edelman commented:

“We are delighted to support Stanmore on this transformational transaction for the Australian coal industry. This is the latest in a number of matters we have assisted the Stanmore team with, and we look forward to continuing to partner with them on the completion of this acquisition, and the integration of the BMC business into Stanmore’s existing operations.

“As we are seeing with other industries such as real estate, M&A deal activity is lifting in the Australian resources industry and we expect this will only continue in 2022.”

The deal is for US$1.2 billion in cash, with the potential follow-up payment of up to US$150 million after two years. Stanmore proposes to fund the acquisition with a combination of debt and equity. Satisfactory conditions precedent and regulatory approvals are required before the acquisition can be completed.

Norton Rose Fulbright has also advised on a range of corporate M&A deals:

• advising the buying consortium on the acquisition of units valued at $2.2 billion in the AMP Capital Retail Trust, regarding Pacific Fair (Qld) and Macquarie Centre (NSW)
• advising leading Asia-Pacific logistics real estate platform ESR’s acquisition of Blackstone’s Milestone logistics portfolio – the largest real estate deal in Australian history
• the $16.63 billion TPG / Vodafone merger – the largest Australian M&A deal of 2020
• advising leading global real asset investment manager PATRIZIA AG on its acquisition of infrastructure investment manager Whitehelm Capital – significantly increasing PATRIZIA’s global APAC footprint
• advising leading learning software company Seertech Solutions on a major investment by Quadrant Private Equity – the first investment by the $530 million Quadrant Growth Fund 2
• advising on the on-market takeover bid by Golden Investments for Stanmore Coal, the largest successful on-market takeover bid to be announced on the ASX in the past five years
• advising Shell on its sale to Global Infrastructure Partners of a 26.25% interest in the Queensland Curtis LNG (QCLNG) Common Facilities for US$2.5 billion. This multi-billion dollar transaction is one of Shell’s most significant commercial undertakings in Australia in recent years, and globally, it is one of the first significant acquisitions by an infrastructure player in mid-stream LNG assets
• advising Sumitomo on its acquisition of Nufarm LATAM business for AU$1.18 billion
• advising Spotless Group Limited on all legal aspects of its competitive sales process for the sale of its market leading Australian and New Zealand commercial laundry businesses
• advising China Mengniu Dairy Company Limited on its proposed $1.5 billion acquisition of Bellamy’s