Recapital Advisers, an Indonesia-based investment firm, on Friday entered into a definitive agreement to acquire a majority stake in Berau Coal, according to a source, beating several strategic buyers who had shown interest in the Indonesian coal producer.
On the same day, Berau sent out an irrevocable 30-day notice to its bondholders to redeem $225 million of outstanding fixed-rate bonds in a move that will see the company clean up its balance sheet before the new owners take over. The bonds, which were issued in December 2006, will be redeemed at 104.688% of face value, which is in accordance with the original terms.
No financial details were revealed with regard to the acquisition, but media have previously suggested that the deal may value Berau at at least $1.3 billion -- a number sources have acknowledged isn't far off. The deal is expected to be finalised by year-end.
Unlisted Berau is the fifth largest producer of thermal coal in Indonesia with contracts to develop three coal mine areas in East Kalimantan covering total concession areas of 118,400 hectares. It is currently 51%-owned by Indonesian individual Rizal Risjat through his investment firm Armadian Tritunggal. Dutch firm dan Rognar Holding owns 39%, while 10% is in the hands of Sojitz Corp, a listed Japanese trading and investment company. The three firms own Berau as a joint venture. Recapital will initially buy Armadian's 51% stake but is also expected to take over the minority stakes owned by its two partners.
The company has been up for sale for the best part of this year after it failed to go public last year. The company was marketing an initial public offering to investors in August 2008, but the listing was called off when risk appetite among investors deteriorated rapidly as the financial crisis gathered pace. Berau needs fresh capital to expand operations at its existing three mines. The company produced 13.2 million tonnes of coal in 2008 and aims to produce 15 million tonnes this year. It has earlier said that it plans to raise its annual production capacity to 20 million tonnes from 15 million tonnes today.
China's Huaneng Power, Indonesia's Indika Energy and Thailand's top coal miner Banpu are among the companies that are believed to have submitted bids for Berau, while mining giants Xstrata and Peabody Energy also showed interest early on.
The shareholders of Berau Coal are being advised on the sale by Bank of America Merrill Lynch, Deutsche Bank and PacBridge Capital Partners, an advisory firm run by former Merrill Lynch banker Sheldon Trainor. Recapital is advised by Credit Suisse.
Merrill (and Trainor) also arranged a $279 million buyout of Berau in August 2006 that cleaned up a messy ownership structure. The buyout saw Rizal Risjat, who previously held 9.3%, secure a majority stake in the company, while other owners were able to exit. The US investment bank was also mandated on last year's aborted IPO and acted as the sole bookrunner for the coal miner's $325 million dual-tranche bond in December 2006, which included the fixed-rate tranche that is now being redeemed.
The acquisition agreement comes at a time when there has been a lot of international interest in Indonesian coal companies. In September, Chinese sovereign wealth fund China Investment Corporation (CIC) invested $1.9 billion in high-yield debt issued by Indonesia's largest coal miner Bumi Resources. The investment is said to be accompanied by a plan for the two parties to cooperate on other acquisitions.
And, in early November, private equity firm Northstar Pacific Partners, which is backed by Texas-based TPG Capital and Government of Singapore Investment Corp among others, secured a 40% stake in the country's second largest coal mining contractor, Bukit Makmur Mandiri Utama, better known as Buma. The acquisition was done through Jakarta-listed shell-company Delta Dunia Makmur and involved a backdoor listing of Buma.