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G&W and Macquarie to buy Glencore Rail coal haulage business

20 Oct 2016

AUSTRALIA: Genesee & Wyoming Inc announced on October 20 that it had entered into agreements to acquire mining company Glencore’s Hunter Valley coal haulage business for A$1·14bn. G&W will concurrently issue a 49% equity stake in Genesee & Wyoming Australia to funds managed by Macquarie Infrastructure & Real Assets, saying this would combine GWA’s operating expertise with MIRA’s financial resources.

The transaction is expected to close on December 1, subject to approval from the Australian Foreign Investment Review Board.

Originally established in 2010 by Xstrata, GRail is now Australia’s third largest coal haulage business with traffic of 40 mtpa. Operations are managed by Freightliner Australia, which G&W acquired in March 2015.

Glencore is to award GWA a 20-year exclusive contract to haul all coal produced at its existing mines in the Hunter Valley to the Port of Newcastle, with guaranteed minimum volumes for the first 18 years. Track access fees will continue to be paid directly by Glencore.

The sale includes 30 locomotives and 894 wagons formed into nine trainsets. GWA plans to deploy surplus locomotives from South Australia to New South Wales to pursue new opportunities and provide additional redundancy. It also anticipates purchasing two additional trainsets costing around A$50m each to handle increases in traffic.

G&W said the coal operations would complement its intermodal, agricultural and mining businesses in South Australia and Northern Territory. ‘We are effectively doubling the size of GWA and retaining 51% of a business with stronger long-term free cash flow and a significant portion of GWA’s rail shipments under long-term take-or-pay contracts’, said G&W President & CEO Jack Hellmann.  

To create the A$2bn enterprise value partnership, G&W and MIRA are contributing a combined A$1·3bn in cash, shareholder loans and contributed equity, and GWA is entering into a five-year A$690m senior secured term loan facility that is non-recourse to G&W and MIRA. The proceeds will be used to acquire GRail for A$1·14bn, repay GWA’s existing A$250m term loan under G&W’s credit facility and pay A$32m of transaction costs.

Bank of America Merrill Lynch served as financial adviser to G&W on the deal. Allens served as legal advisor on the GRail acquisition and formation of the partnership, and King & Wood Mallesons served as legal advisor on the Australian debt financing. Macquarie Capital served as financial advisor to MIRA, with Norton Rose Fulbright as legal adviser.