The first in a series of transactions for the complex deal, Yancoal has announced this year’s biggest entitlement offer, worth up to $3.13bn, to fund its acquisition of 100% of the shares of Rio Tinto’s Coal & Allied (C&A). The raising is comprised of a US$2.35bn entitlement offer, which is already substantially underwritten or committed to by investors, and a fully committed US$150m share placement to strategic investors.
Yancoal is using the proceeds for its US$2.69bn acquisition of C&A, including the acquisition of interests in the Hunter Valley operations (HVO), and the Mount Thorley and Warkworth mines.
Herbert Smith Freehills
(HSF) and MinterEllison
are the joint advisers of Yancoal on the capital raising. Gilbert + Tobin (G+T) is the adviser of Yancoal’s independent board committee and Morgan Stanley, JPMorgan, and CICC, which are the joint lead managers of the offer.
has confirmed it is working with long-standing client Rio Tinto on the matter.
HSF also said it is advising Yancoal on the C&A acquisition, including the bidding competition with Glencore. It is also working on Yancoal’s and Glencore’s acquisition of the 32.4% stake of Mitsubishi in the HVO joint venture, the associated call option to acquire Mitsubishi’s 28.9% stake in the Warkworth mine, and the 51%-49% Yancoal-Glencore joint venture at HVO.
Earlier this year, King & Wood Mallesons confirmed
it fielded a cross border team to act for Yancoal, and its parent Yankuang, on the acquisition of C&A.
HSF’s equity capital markets team is led by partner Philippa Stone, supported by special counsel Rob Finlay and solicitors Ben Robinson, Christian Bourke, Elizabeth Cameron, Michael Burrell, and Lucinda Bradshaw.
The HSF team advising on the acquisition is led by partner Adam Strauss, supported by partners Philippa Stone and David Ryan, senior associate Geoff Kerrigan, and solicitor Jennifer Wu. This team includes specialists from the firm’s Australia, Hong Kong, Beijing, and London operations.
The HSF banking team is led by partner Phillip McMahon, assisted by executive counsel Jennifer Whincup, and senior associate Kelvin Choy.
MinterEllison’s team is being led by partner Sophie Chen, who is supported by partner Daniel Scotti. Both are from the firm’s capital markets and corporate division. The MinterEllison transaction team also includes Nicole Sloggett, Dimitri Kalis, Renee Doyle, Anna Madafiglio, Shaun Chung, Sophia Bai, Will Ma, Jason Namkoong, Daniel Masterton, Samantha Pan and Michelle Qin.
G+T’s core team includes partner Costas Condoleon and lawyers Kevin Ko, Annabel Humphreys, Wes Bainbridge and Megan Coffey. Partners Christopher Flynn, Crispian Lynch, and Simon Lynch, and lawyer Nicholas Lowe, are providing specialist support.
Allens’ team is led by partner Richard Malcolmson. It also includes partners Richard Kriedemann and Ted Hill, special counsel Glenys Hodges, managing associate Stephen Local, and M&A counsel Andrew Wong.
The acquisition gives Yancoal the opportunity to become Australia’s largest pure-play coal producer. It also gives the China-backed company majority interest in three of the 10 largest low-cost coal mining operations in the country.
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