Metals Acquisition Corp. (MTAL) Amends Deal for Glencore CSA Copper Mine
by Nicholas Alan Clayton on 2022-11-23 at 8:41am

Metals Acquisition Corp. (NYSE:MTAL) announced that it has made a series of amendments to its combination the Glencore’s (LON:GLEN) CSA Copper Mine, shifting some portions of the compensation to contingencies based on commodity prices.

The mine is now to be acquired with at least $775 million in cash, which may be expanded to $875 million depending on demand for the $125 million PIPE Metals is now attempting to raise at $10 per share.

A further $150 million is now expected to come via two $75 million payments: the first if copper commodity prices rest above $4.25 per pound for any rolling 18-month period, and the second if this price exceeds $4.50 for 24 months.

Another $75 million is set to come as a deferred cash payment bearing interest under the same terms as Metals’ existing term loan and is payable should the combined company list on the Australian Stock Exchange or make an alternative capital raise.

The deal was originally slated to be funded by about $418 million from Metals’ trust, with the SPAC pledging to backfill redemptions. A further $375 million was set to come from a senior debt facility, $175 million from mezzanine debt and $41.75 million in equity investments from strategic investors and individuals.

Osisko Gold Royalties also agreed to a $90 million silver streaming agreement in conjunction with the transaction, and the press release does not make clear if this arrangement is still on. Setting it aside, the old terms saw $1.01 billion in consideration coming to Glencore, assuming Metals’ trust could be successfully backfilled for redemptions.

Assuming the copper price and other milestones are all met, the new price tag would fall between $1 billion and $1.1 billion. If these are missed, and the PIPE is not fully subscribed, the proceeds will effectively be -23.3% lower than originally negotiated.

But, Glencore is also set to retain twice as much equity in the combined company with $100 million-worth of equity rather than $50 million and it is to receive a 1.5% royalty on net smelter returns from the mine on a quarterly basis. It will also be allowed to appoint one director to the company’s Board for every 10% interest that it holds.

Overall, Metals’ deal is the sort that the present market conditions is more disposed to favor with a profitable target sitting on hard assets. But certain macro factors have nonetheless been put under more stress since the transaction was first announced this spring.

Back then, copper commodity prices were coming off a recent five-year high and it was priced at $4.70/lb on the deal’s March 17 announcement date. It has since traded down to about $3.61/lb today. The other major constituent parts of Metals’ debt and trust-based financing have also become less certain with both interest rates and redemption levels rising in the intervening months.

This re-strike appears to be a win-win for both sides, however. Glencore will hold onto a larger piece its mine for longer, which it can of course still divest once its lock-up has run out and it will receive a passive take on the mine’s production moving forward.

Should copper prices recover, it will receive as much or more than what it was promised from the beginning. Meanwhile, Metals can use the concessions as a starting point in its pitch to new PIPE investors as it works to mitigate redemption risks.

 

Recent Posts
by Kristi Marvin on 2024-12-21 at 10:02am

Terms Tracker for the Week Ending December 20, 2024 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. * We will be skipping next week’s Terms Tracker post while we work on putting together our “2024 Year End Review”. You can find 2023’s...

by Nicholas Alan Clayton on 2024-12-20 at 11:20am

Four Leaf Acquisition Corporation (NASDAQ:FORL) has entered into a definitive agreement to combine with Chinese technology firm Xiaoyu Dida for undisclosed terms. The Guangzhou, China-based firm produces software and hardware for smart car washing systems. The parties have set December 31, 2025 as the initial outside date and the combined company is expected to trade...

by Nicholas Alan Clayton on 2024-12-20 at 8:13am

At the SPAC of Dawn SPACs are back on the board with a new deal announcement, which is the first in a little over two weeks. This brings the fourth quarter count on fresh deals to a still-meager nine after 27 were announced in the third quarter. By contrast, this quarter has still seen more...

by Kristi Marvin on 2024-12-19 at 8:20pm

Range Capital Acquisition Corp. (NASDAQ: RANGU) announced the pricing of its $100 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “RANGU”, Friday, December 20, 2024. The new SPAC intends to take a generalist approach in searching for a business combination, but will seek opportunities in capital constrained...

by Kristi Marvin on 2024-12-19 at 2:01pm

SPAC Deja Vu There’s been a lot of talk this year in the SPAC market about how it’s finally reverting back to a healthier version of deal flow and the comparison is always, “….like 2019”.  In fact, in 2019, Trump was in office and there were 59 SPAC IPOs priced.  As of this morning, Trump...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved