Clifford Chance

Clifford Chance advises on significant refinancing for Terracom Limited

Leading international law firm Clifford Chance advised OCP Asia on the arrangement of and subscription for a US$141 million Euroclear listed secured note issuance by Terracom Limited, an Australian listed coal miner with projects in Mongolia and Australia.

The successful issuance of the new notes is a significant milestone in the ongoing restructuring of Terracom's balance sheet. 

The notes are highly bespoke instruments issued across a number of series, and include features such as an option for the Issuer to capitalise interest and a variable interest component linked to revenues, giving it much greater flexibility compared to many other debt facilities.

The refinancing also involved complex advice in relation to the refinance, conversion and restructuring of previously issued convertible notes, amortising notes and working capital facilities in the lead up to the new note issuance, as well as accommodating the recently announced acquisition by Terracom of the Blair Athol Coal Mine in Queensland, Australia and the potential acquisition of a hard coking coal mining operation in Indonesia. 

"I congratulate everyone involved in assisting Terracom implement this complex cross border refinancing," said partner Scott Bache, who led on the deal. "The outcome gives Terracom the opportunity to progress its strategy of reducing the risk inherent in being a single mine and single country operator by assessing and pursuing acquisition opportunities".

Scott was assisted by counsel Mark Gillgren who led the Australian team consisting of Perth Managing partner Paul Vinci, senior associate Shane Stewart and associate Alex Sorgese. Hong Kong consultant Joanna Charter was also involved.