Mallesons has advised EMR Capital and Adaro Capital on the sale of their 80% interest in the Kestrel coal mine to Yancoal Australia Ltd, a subsidiary of Yankuang Energy Group Company, for total consideration of up to US$2.4 billion.
Kestrel is the largest underground metallurgical coal mine in Australia Under the transaction,
Yancoal will acquire an indirect 80% participating interest in the joint venture with Mitsui that owns and operates Kestrel. The consideration comprises US$1.85 billion payable on completion and up to US$550 million in coal price-linked contingent consideration over five years, subject to pricing thresholds being met.
The Mallesons team was led by Partners Paul Schroder and Mark Vanderneut, supported by M&A Senior Associate Jing Wang, Solicitors Katherine Chork and Matthew Tuxen on this cross-border transaction.
Specialist input was provided by Partners Leah Ranie (duty), Ruth Rosedale (employment), Mandy Tsang (W&I insurance), Scott Singleton (tenements, native title & cultural heritage), Matt Austin (environment & planning), Robert Jackson (infrastructure), Chris Pitson (property), Lizzie Knight (FIRB) and Chris Kok (antitrust).
Commenting on the transaction, Paul Schroder said:
"This is a significant deal involving a high-quality, long-life metallurgical coal asset in Queensland’s Bowen Basin. We are grateful for the opportunity to have assisted specialist resources private equity fund manager and operator EMR Capital, and Adaro Capital, a subsidiary of PT Adaro Andalan Indonesia Tbk, listed on the Indonesian Stock Exchange.”
Mark Vanderneut added:
"The transaction required close coordination across multiple parties and workstreams and highlights Mallesons’ ability to support clients on complex resources transactions."
The deal is expected to complete subject to regulatory approvals, including FIRB and PRC approvals, global merger clearances and Mitsui’s pre-emptive right.
