mergers, acquisitions and capital raising in mining and ... … · 5. ”agm 2015 – chief...

Mergers, acquisitions and capital raising in mining and metals1H15

Growth still taking a backseat

Mergers, acquisitions (M&A) and capital raising activity remained subdued over 1H15, with the sector remaining largely focused on portfolio management and capital returns instead of exploring options for growth. With weak commodity prices putting pressure on margins, earnings and debt serviceability, the sector continues to be cautious against countercyclical investment. As discussed in our Business risks facing mining and metals 2015–16, miners are now facing tougher scrutiny about their investment and funding decisions than ever, with investors increasingly looking for near-term rewards.

While there have been some signs of industry participants starting to plan future development through acquisitions, a sustained period of commodity price recovery appears to be required to really move the needle, but this isn’t immediately foreseeable.

Note: The data includes completed deals only and is primarily sourced from ThomsonONE. $ refers to US dollars.

2 | Mergers, acquisitions and capital raising 1H15

Proceeds $m 2010 2011 2012 2013 2014 1H14 1H15 YoY change

IPOs 17,948 17,449 1,388 815 1,541 1,168 335 –71%

Follow-ons 49,705 49,745 25,950 26,233 21,353 10,378 20,451 97%

Convertibles 5,477 2,365 3,537 7,738 3,709 505 644 28%

Bonds 72,502 83,804 112,539 87,890 52,380 34,567 52,624 52%

Loans 183,875 187,059 105,981 148,881 151,853 95,263 64,298 –33%

329,507 340,422 249,394 271,557 230,836 141,881 138,352 -2%

M&A value and volume, 2010–1H15

Capital raising by asset class, 2010–1H15

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Value Volume * Includes the BHP Billiton $8.7b demerger

Mergers and acquisitions in 1H15

Sector anticipating a turnaround?Commodity price volatility and a sketchy global economic outlook continue to weigh on investors, made more nervous by rising debt, falling equity and further asset write-downs in recent months. Much of the industry remains focused on simplifying their portfolios while they ride out near-term commodity price and demand uncertainty.

Overall activity in 1H15 remained subdued, following similar levels of malaise in 2014. So far this year, deal values are 30% lower than the same period in 2014, dropping to $12.7b (excluding the BHP Billiton demerger), and deal volumes are down 43% to 170. Almost 80% of the deals undertaken were valued at less than $50m and comprise a mere 5% of the total deal value for the year so far. This reflects the continued distress at the junior end of the market and some bargain hunting on low valuations.

There was a slight increase in deal volume quarter-on-quarter by 2% to 86 deals, and deal values increased 13%, even when excluding the $8.7b BHP Billiton demerger. The lack of momentum, mainly on the buy side, continues to be an issue in executing deals, but there is still the occasional opportunistic buyer who is positioning themselves for the next round of growth.

Restructuring and streamlining continuesMany corporates are considering portfolio realignment, and this is giving rise to a handful of divestiture processes. The much-anticipated spin-off of BHP Billiton’s non-core assets took place in May, after a considerable period of planning and execution given the complexities involved. The decision aimed to simplify the company’s portfolio, enabling it to focus on four pillars (iron ore, copper, petroleum and coking coal), while the alumina, aluminium, thermal coal, manganese, nickel, silver, lead and zinc operations were demerged into newly listed South32.1 POSCO sold its stake in POSCO Specialty Steel to SeAH Besteel in March as part of the company’s ongoing strategy to bolster its balance sheet.2 IAMGold completed its divestment of its niobium asset in January to refocus as a gold pureplay.3 Barrick Gold Corp is expected to complete further assets sales in Australia and Papua New Guinea in coming months.4 Anglo American has confirmed it is planning a number of divestments.5

Strategic buying gathers momentumSimplifying their portfolio doesn’t mean that a miner is not interested in growth, however, with capital allocation at the heart of decisions, it provides the freedom to potentially pursue growth through acquisition. Depressed conditions have created opportunities for some producers to consolidate assets, seek out synergies and initiate mergers between equals.

For example, Goldcorp sold mines in South Dakota and Nevada in order to focus on its core assets, shortly before it acquired Probe Mines. Probe’s principle asset is in Ontario, so the acquisition provided Goldcorp with a long-life growth opportunity through leveraging their existing mines and infrastructure in the region.6

Two of the largest deals so far this year were transformative partnerships to achieve business synergies, one of which was the $1.1b merger between Rio Alto Mining and Tahoe Resources. This deal sought future growth and leverage through the combination of their respective operating assets, development projects and exploration areas in South America.7

1. “Demerger to simplify BHP Billiton and unlock shareholder value,” BHP Billiton press release, 17 March 2015.2. “SeAH Besteel acquires 54.8% share of POSCO Specialty Steel,” Business Korea, 17 March 2015.3. “ NIOBIUM: IAMGold unloads Niobec mine to former Barrick boss,” Canadian Mining Journal, 19 January 2015.4. “Barrick mulls selling gold mines in Australia, Papua New Guinea,” International Business Times, 24 February 2015.5. ”AGM 2015 – Chief Executive Presentation,” Anglo American website, 23 April 2015.

6. “Goldcorp completes acquisition of Probe Mines Limited,” Goldcorp press release, 13 March 2015.7. “Tahoe Resources and Rio Alto Mining announce completion of merger,” Tahoe Resources press release, 1 April 2015.

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M&A value and volume, by quarter

3Mergers, acquisitions and capital raising 1H15 |

OutlookWe expect the modest uptick in 2Q15 activity, excluding the South32 deal, to continue into the second half of the year, albeit at a slow but steady pace. Investors have long memories and the sector is still being penalized for the spate of high-value acquisitions and subsequent write-downs of the past, irrespective of how appetizing some of the assets are currently on the market. The emergence of some strategic buying and consolidation at the mid and lower end of the market suggests some are thinking ahead. Producers that have successfully simplified their commodity focus or merged into larger operations may consider leveraging their new positions to buy distressed assets that will complement their portfolio. Others may see the slump as an opportunity to solidify their base in anticipation of a time when the larger players will return to acquiring strong assets to generate growth.

Who’s buying?Industry investing within: Little has changed in the last 12 months, with industry acquirers continuing to participate in the lion’s share of acquisition activity. About $9.8b (or 77% of total value when excluding the BHP Billiton spin-off) was invested by mining and metals corporates in acquisitions in 1H15.

Financial investors activity remains sizeable: Activity by financial investors and participants from other sectors retreated slightly, but still accounted for just under a third of deal volumes. The influx of private capital has not materialized as quickly as expected, partly because it remains a buyers’ market and the funds can afford to wait. Most deals by financial investors are targeting base and precious metals, particularly copper and gold.

Mid-tiers investing in peers: We are beginning to see more mergers between equals, realizing the benefit of combining expertise and achieving economies of scale to reduce costs, such as Rio Alto Mining’s $1.1b acquisition by Tahoe Resources.8 Similarly, mid-tiers with confidence in the sector are acquiring the divested assets of their peers with a view to benefit from attractive pricing. For example, Coronado Coal bought the Logan Country mines from Cliffs Natural Resources in January.9

Outlook: Private equity investors are likely to remain cautious about investing in the sector. We see corporate acquirers winning competitive bids for assets which are synergistic to existing operations, especially against financial buyers. Anticipated high-value mergers are expected in the second half, including that between Potash Corp. of Saskatchewan and K+S AG,10 and between base metal miners, Sirius Resources and Independence Group.11

$9.8b31%was invested by the sector back into the sector

of deal volumes were again undertaken by investors from outside of the mining and metals sector

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

1H 2014

2H 2014

1H 2015

Industry acquirer State-backed acquirer Financial investorOther sector acquirer Commodity trader Other

8. “Tahoe Resources and Rio Alto Mining announce completion of merger,” Tahoe Resources press release, 1 April 2015.9. “Cliffs Natural Resources Inc. Concludes the Sale of Logan County Coal and Provides Update on Bloom Lake,” Cliffs Natural Resources press release, 2 January 2015.

10. “Potash Corp. offers to buy K+S,” Wall Street Journal, 25 June 2015.11. “Independence in bid to take over Sirius for $1.8bn,” The Australian, 25 May 2015.


Share of deal volumes by acquirer type

32%2x of the total deals targeted gold

the value of copper deal in 1H15 compared to 1H14

What are they buying?Gold still leads: Almost a third of the deals undertaken targeted gold, with a total deal value of $3.2b invested into the commodity in 1H15. The largest was Rio Alto Mining’s acquisition by Tahoe Resources. We are seeing some activity between pureplays as they seek partnerships to position for growth and leverage synergies to advance projects.

Steel and iron ore struggle: Activity across all commodities is still subdued on continued price volatility, although some have been worse hit than others. Iron ore, for example, has been the target of only 2 deals in 1H15, compared with 11 in the same period in 2014. High-cost producers are struggling to be competitive against the low-cost big four producers, but many prefer debt refinancing to stay afloat instead of selling up. Steel-targeted deal volumes have increased 36%, but the value of the deals has dropped by 68% in 1H15 y-o-y. Oversupply and weak demand in steel has made buyers nervous about large investments at this time, preferring only to undertake smaller cautious deals that increase their competitiveness. As such, an increase in large-scale acquisitive activity is unlikely until fundamentals change.

Coal gets attention: Excluding the BHP Billiton demerger, coal targets comprised the highest value transactions in 1H15, with $3.2b worth of deals. About $2.8b of this, however, was made up of two megadeals — the acquisition of a significant portion of Foresight Energy by Murray Energy in the US and the sale of Golden Energy to United Fiber Systems in Singapore. The remaining $400m was spread over 19 low-value deals, clearly reflecting the lower-price environment and distressed nature of the sector.

Outlook: Several coal and gold assets earmarked for divestment by the largest players are due for completion or remain without buyers, so we expect further deal volumes in these commodities in the second half of the year. Steel and iron ore will remain unattractive to investors while their long-term fundamentals are so uncertain. Base metals are touted as the most attractive acquisition targets in the short term due to favorable supply/demand economics.


Value of deals by target commodity ($b)

Volume of deals by target commodity

354Other

0.14Nickel

16Iron ore

54Mineral exploration

27Precious stones

103Silver/lead/zinc

114Potash/phosphate

154Uranium

195Rare earths/lithium

244Aluminium

538Other non-ferrous metals

683Oil and gas

687Industrial minerals

1,118Copper

1,980Steel

3,137Gold

3,199Coal

8,809*Diversified

* Includes the $8.7b BHP Billiton demerger

19Other

2Iron ore

1Nickel

2Diversified

2Aluminium

2Uranium

3Potash/phosphate

4Industrial minerals

5Oil and gas

5Rare earths/lithium

6Other non-ferrous metals

7Silver/lead/zinc

10Mineral exploration

12Copper

15Steel

21Coal

54Gold


Where are they buying?Hot regions: China is the most targeted country by deal value (when excluding the BHP Billiton demerger), with $2.2b worth of investment, narrowly ahead of the US, with $2.1b. One of the largest Chinese deals was Wintime Energy’s acquisition of oil and gas company Huizhou Daya Bay Huaying Petrochemical for $642m, a deal which broadens the coal miner’s exposure to other energy markets. Almost all Chinese acquisitions targeted local assets, suggesting a degree of domestic consolidation is taking place amid unclear economic forecasts.

Continued preference for home territories: Investors continue to be risk averse when it comes to exploring regions outside of familiar territories, with 90% of deal value and 76% of deal volumes targeting assets within the acquirer’s region. More than half of the deals undertaken so far this year targeted Canada, the US and Australia.

Exploring for base and precious metals: Bucking trend was the slight increase in interest in emerging and frontier regions for precious and base metal exploration assets compared to last year. There was almost $2.7b of investment into copper and gold within new territories during 1H15, compared to $1.1b in the same period in 2014. These deals were synergistic, leveraging infrastructure operational overlap for projects in geographic proximity, and as such relatively safe prospects.

Outlook: We expect to see continued higher volumes of domestic deals in developed regions for the remainder of 2015. In volatile commodities, such as coal, iron ore and steel, activity will most likely target select advanced projects, with few confident of longer-term outlook to invest outside their geographic comfort zone in the near future.

52%64%of deals targeted developed countries

of 1H15 deal volume was domestic acquisitions

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Inbound Outbound Domestic

Share of deal flows by volume


Capital raising in 1H15

A capital-constrained fund-raising environment persists in the mining and metals sector, with the value of proceeds raised in 1H15 in line with 1H14. Circumstances are attributable to recurrent broader industry themes, including depressed commodity prices, investor perception of risk and the attractiveness of other emerging growth industries.

The downturn in the metals and mining supercycle persists in a sector that has been geared for growth with none forthcoming, due to decreased and declining demand. A revival of the sector would involve a commodity price recovery for a sustained duration, which is not immediately foreseeable.

Capital raised by the industry in 1H15 is down 2% y-o-y from 1H14 to $142b. There has been a marked increase in follow-on equity raisings, bond issuance and convertible bonds, in stark contrast to a persistently weak IPO market. There was almost a 100% increase in follow-on equity issues and a 50% increase in bond issues in 1H15 over 1H14, which is indicative of producers fund-raising to support continued operations.

The mining and metals industry has entered a historic period of correction to adjust to oversupply.

• At the company level, this is impacting earnings and balance sheets

• At the market level, this has fed lingering negative investor sentiment

Business risks facing mining and metals, 2015–2016, EY

Access to capital varies by industry player:

• Major producers are focused on restoring stretched balance sheets and improving returns on capital through asset sales and other corporate reorganizations

• Distressed mid-tier miners are restructuring debt and juniors are struggling to access the equity needed to sustain their activities

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Capital raising by asset class — proceeds

China dominates bond issues Large Chinese corporates such as Shenhua Group Corp, Aluminium Corporation of China (Chalco) and Baotou Iron & Steel each issued bonds of over $500m, consistent with the size and scope of other large western corporate issuers.

The Chinese corporates also dominated bond issues in the $100m–$500m range, with prominent state-owned enterprises such as China MinMetals Corp, Wintime Energy Co, Shaanxi Coal & Chemical, Anshan Iron & Steel Group Corp and Xuzhou Coal Mining Group Corp issuing over-the-counter investment-grade corporate bonds.

• Retail investors are all-but-absent from the sector

• Institutional investors are largely risk averse and highly selective, seeking opportunities only in those that meet the most demanding of investment criteria

• Yield-hungry funds are increasingly on the lookout for opportunities with distressed corporates


IPO value and volume

At the sub-$300m level, more provincial state-owned enterprises focused on coal, aluminium and steel made bond issues. These entities included Huaibei Mining Co Ltd, Guizhou Shuicheng Coal Mining, Inner Mongolia Shuangxin and Fujian Energy Group Co Ltd.

This occurred against China’s broader economic backdrop where the country is rebalancing the pace of its metal consumption from infrastructure-led investment to a model based on consumer demand.

Juniors are mining the secondary fund-raising market The largest share of unrated and junior issues occurred at the sub-$1m mark. Follow-on funding rounds mostly took place on the ASX, TSX Ventures and London AIM, with the intended use of proceeds being for general corporate purposes, working capital and mining exploration.

Perhaps fittingly close to the speculative nature of their core activities, many of sub-$1m grade juniors on the TSXV and ASX were gold mining companies, with the occasional copper or coal company also actively involved in fund-raising. The majority of proceeds were directed toward mining exploration working capital with some for general purposes and payment on borrowings.

Outlook: cautious sentiment with intermittent signs of hopeThe majors are typically in a position where they don’t need to raise funds and can do so at relatively low cost if the need arises. This is due to the benefits of scale, internal cash generation, reduced capex plans, stronger balance sheets and retained earnings.

Capital raised is being used cautiously by mining and metals companies, with management teams deploying funds toward proven projects, peer-to-peer consolidation and joint ventures. The productivity of invested capital is a key issue for CEOs, with a focus on achieving predictable return on investment outcomes from complex capital-intensive developments.

As such, maintaining the current level of equity raising will likely remain difficult in the foreseeable future, with companies raising capital opportunistically. On the debt side, yield-seeking will continue to quell wary and patient investors, and serve an important fund-raising function for mid-tiers and juniors.

IPOs

6 IPOs vs. 8 IPOs in 1H14

$335m proceeds raised in 1H15 — a 71% y-o-y decrease in size of offerings

• IPOs flatline: The mining and metals industry’s primary fund-raising remains stagnant, with sporadic issues occurring as commodity price weakness and low investor confidence impairs any meaningful revival of the IPO market.

• Largest issues: Two large offerings covered 52% of total listings.

• In the largest issue of the period, TMAC Resources, a Canadian explorer raised $109m in its IPO on the TSX. The company is developing the Hope Bay gold mine in Nunavut. The TSX had not listed a mining company since December 2012.

• Jakarta-based Indonesian miner PT Merdeka Copper Gold undertook a $63m listing on the Indonesian Stock Exchange, with the intended use of proceeds for capital expenditure and debt retirement.

• Listing an MLP: Also, in North America, CNX Coal Resources listed in a $75m debut on the NYSE as a master limited partnership, formed by Consol Energy to manage and further develop its active thermal coal operations in Pennsylvania.

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Follow-on equities Convertible bonds

97% y-o-y increase in proceeds raised in 1H15 ($20.45m vs. $10.4m in 1H14)

49% share of the largest proceeds raised by 6 equity issuers relative to all follow-on equity raised

28% y-o-y increase in proceeds raised in 1H15 ($644m vs. $505m in 1H14)

$1.8mof average proceeds raised from 1H15 convertibles, vs. $9m in 1H14 (excluding the four largest deals, which make up a disproportionate amount of bond issues)

• Huge increases: Follow-on equity raisings were up 97% on 1H14, almost on par with the full-year value of 2014 raisings, indicating heightened efforts by listed small cap and mid-tier companies to raise additional equity on established exchanges.

• Largest issue: Chinese steelmaker Inner Mongolia Battou Steel completed an A-share issuance through a private placement valued at $4.8b, to buy assets and replenish working capital. This was the largest issue over the period.

• Issue trends: 68% of follow-ons were below the $1m mark. 42% of all follow-ons were listed on the Australian Stock Exchange and 33% on the Toronto Stock Exchange Ventures Index.

• India activity: Coal India raised $3.6b through the Indian Government’s divestment of a portion of its majority stake in the company.

• North American activity: Toronto-based First Quantum Minerals undertook a $1.2b offering of common shares to advance and expand existing production facilities.

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Follow-on equities value and volume Convertible bonds value and volume

Value Volume

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• General trends: Convertible bonds continued to remain relatively flat in 1H15, with most issues being undertaken in Australia in the gold mining sector and the use of proceeds being for general corporate purposes or for working capital.

• Coupons: The average coupon rate was 8.5%.

• Largest issues: Outokumpu Oyj and Paladin Energy issued the two largest bonds, at $285m (on the OMX Helsinki) and $150m (on the ASX), paying 3% and 7% coupons, respectively, with 5-year conversions — making up a substantial portion of total funds raised.

• Weighting toward large issues: The top-four convertible bonds issued made up an overwhelming 95% of all issues. This includes the Outokumpu Oyj and Paladin Energy issues, and bond issues by Xin-Ren Aluminium Holdings in China and Primero Mining Corp in Canada.


Bonds Syndicated loans

$52.6b of proceeds was raised from 1H15 bond issues, a 52% rise on 1H14

40% of companies had the primary activity of coal mining

$64.3b of proceeds raised from syndicated bank lending in 1H15

$960m average syndicated loan value

Bonds value and volume Syndicated loans value and volume

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• Increase in issuances: The issuance of bonds continued to increase by 52% in 1H15 to $52.6m from $34.5b in 1H14. The most substantial increase was from 4Q14 to 1Q15, an 82% increase.

• Corporate issuers: Rio Tinto, Glencore and ArcelorMittal were among investment-grade issuers in 1H15. 84% of all issues were investment grade corporates.

• Largest bond: Fortescue Metals issued a $2.24b high-yield corporate debt bond as a senior-secured note with a BB+ rating — the largest issue of the period.

• China phenomenon: Chinese issues made up 72% of all bonds, across the Hong Kong, Shanghai and Shenzen exchanges, with most tenors being three years or below.

• Decrease in loans: $64.3b of syndicated loans were raised in 1H15, a 33% decrease on 1H14, with most companies being gold or coal miners.

• Large corporates: Glencore issued three sizeable revolving credit facilities, and ArcelorMittal and Freeport McMoRan each issued two term loans on favorable financing terms.

• Proceeds: While larger portion (43%) of all proceeds were intended for general corporate purposes, project finance remained relatively consistent, with y-o-y trends at 22% and refinancings accounting for 13%.

• Categorization: There was a fairly even split between revolving credit facilities and term loans, with the majority of facilities maturing in five years.


Area contacts Global Mining & Metals Leader Miguel Zweig Tel: +55 11 2573 3363 [email protected]

Oceania Scott Grimley Tel: +61 3 9655 2509 [email protected]

China and Mongolia Peter Markey Tel: +86 21 2228 2616 [email protected]

Japan Andrew Cowell Tel: +81 3 3503 3435 [email protected]

Africa Wickus Botha Tel: +27 11 772 3386 [email protected]

Commonwealth of Independent States Evgeni Khrustalev Tel: +7 495 648 9624 [email protected]

France, Luxemburg, Maghreb, MENA Christian Mion Tel: +33 1 46 93 65 47 [email protected]

India Anjani Agrawal Tel: +91 22 6192 0150 [email protected]

United Kingdom & Ireland Lee Downham Tel: +44 20 7951 2178 [email protected]

EY | Assurance | Tax | Transactions | AdvisoryHow EY’s Global Mining & Metals Network can help your business With a volatile outlook for mining and metals, the global mining and metals sector is focused on margin and productivity improvements, while poised for value-based growth opportunities as they arise. The sector also faces the increased challenges of maintaining its social license to operate, balancing its talent requirements, effectively managing its capital projects and engaging with government around revenue expectations.

EY’s Global Mining & Metals Network is where people and ideas come together to help mining and metals companies meet the issues of today and anticipate those of tomorrow by developing solutions to meet these challenges. It brings together a worldwide team of professionals to help you succeed — a team with deep technical experience in providing assurance, tax, transactions and advisory services to the mining and metals sector. Ultimately it enables us to help you meet your goals and compete more effectively.

About EY

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© 2015 EYGM Limited. All Rights Reserved.

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BMC AgencyBACS 1002712

ED None.

This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax or other professional advice. Please refer to your advisors for specific advice.

ey.com/miningmetals

United States Andy Miller Tel: +1 314 290 1205 [email protected]

Canada Bruce Sprague Tel: +1 604 891 8415 [email protected]

Brazil Carlos Assis Tel: +55 21 3263 7212 [email protected]

Chile María Javiera Contreras Tel: + 562 2676 1492 [email protected]

Service line contactsGlobal Advisory Leader Paul Mitchell Tel: +61 2 9248 5110 [email protected]

Global Assurance Leader Alexei Ivanov Tel: +7 495 228 3661 [email protected]

Global IFRS Leader Tracey Waring Tel: +61 3 9288 8638 [email protected]

Global Tax Leader Andy Miller Tel: +1 314 290 1205 [email protected]

Global Transactions Leader Lee Downham Tel: +44 20 7951 2178 [email protected]

mergers, acquisitions and capital raising in mining and ... … · 5. ”agm 2015 – chief...

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