Asarco, Sterlite Draft New Asset Sale Agreement

Tucson-based copper miner Asarco announced the signing of a new agreement to sell substantially all of its operating assets to Sterlite (USA), Inc., a subsidiary of Vedanta Resources plc. The sale price is $1.1 billion cash plus a senior secured, non-interest bearing promissory note for $600 million, payable over nine years. The principal amount of the note is subject to adjustment post-closing based on a reconciliation of Asarco’s working capital.

The operating assets to be sold include three copper mines, associated mills and SX-EW plants in Arizona; a copper smelter in Arizona; and a copper refinery, rod and cake plants and precious metals plant in Texas. The sale is part of Asarco’s plan to reorganize under Chapter 11 of the U.S. bankruptcy code. Asarco filed a new bankruptcy reorganization plan in March that proposes how the company will reorganize itself under the deal with Sterlite.

Sterlite said earlier this month it would pay no more than $1.7 billion for Asarco, lower than the $2.6 billion it offered for the company last year. Grupo Mexico, which acquired Asarco in 1999 but lacks board control of the company due to the bankruptcy, has said it was still interested in taking back control of Asarco.

Two letters of credit totaling $100 million, issued by ABM Amro Chicago for Asarco, secure the agreement between Asarco and Sterlite. An additional $25- million letter of credit will be issued if the bankruptcy court approves the disclosure statement for Asarco’s reorganization plan. Sterlite Industries (India) Ltd. guarantees the purchaser’s performance under the new agreement. Upon closing, Asarco will release Sterlite from any claims arising out of the first purchase and sale agreement signed in May 2008.

As featured in Womp 2009 Vol 03 -