Metals Acquisition Corp. (MTAL) Amends Financing for Glencore CSA Copper Mine
by Nicholas Alan Clayton on 2023-03-02 at 8:26am

Metals Acquisition Corp. (NYSE:MTAL) announced in an 8-K this morning that it has secured financing for its combination with Glencore’s (LON:GLEN) CSA Copper Mine that roughly follows amended terms it announced in November.

Under the syndicated facilities Metals now has in hand, Citibank (NYSE:C), Bank of Montreal (NYSE:BMO), Harris Bank, Bank of Nova Scotia (TSX:BNS) and the National Bank of Canada (TSX:NA) have teamed up finance the deal’s $1.1 billion in total compensation.

These lenders will provide Glencore with $775 million in upfront 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 based on copper commodity prices and other contingencies.

The November re-jigging of financing envisioned a further $375 million coming from a senior debt facility, $175 million from mezzanine debt and $41.75 million in equity investments from strategic investors and individuals. Metals has also pledged since announcement to backstop its roughly $266.7 million trust, but that has likely become more difficult since.

This new syndicated financing will involve a $205 million acquisition term loan at a 3% per annum, which the combined company must divert 30% of excess cash towards paying off in the coming years. Another $25 million revolving credit facility at 3% interest will be available to the company post-close, with initial repayments due within three years.

These two facilities are currently fully funded and the parties are still working to fully subscribe a $40 million letter of credit facility linked to fulfillment of the mine’s environmental obligations and performance guarantees made toward the Australian regional government of New South Wales.

Overall, these facilities carry a number of convenants requiring the combined company to maintain a debt service coverage ratio of 1.2 and forecast cash flow coverage ratio of at least 1.25. Its senior debt to EBITDA ratio must stay below 2.5 and its total debt to EBITDA below 3.25 for its first 12 months post-close and 3.00 thereafter.

The company must further maintain cash or equivalents of at least $30 million at all times and have a reserve tail ratio projection of over 25% at the date of the agreement’s termination.

The parties are now coming up on the one-year anniversary of this deal’s announcement on March 17 of last year. Glencore’s CSA copper and silver mine is among the Australia’s largest, having exploited about 41,000 metric tons of copper in 2021.

But, the spinoff has had to roll with the punches of a rapidly changing financing environment over the past year. This presented challenges to the transaction’s structure, which is more like a 100% cash buyout than a typical SPAC listing.

One extra factor that most de-SPACing processes have not had to consider as well has been the commodity price of copper. Copper prices were at about $4.70/lb when the deal was announced, but slid to about $3.61 by the time the team was tweaking financing terms last November. Prices have since rebounded to about $4.07, which may have helped to provide some clarity to all sides.

 

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