v3.26.1
Stanwell Liabilities
3 Months Ended
Mar. 31, 2026
Stanwell Liabilities [Abstract]  
Stanwell Liabilities
11.
Stanwell Liabilities
(in US$ thousands)
March 31, 2026
December 31,
2025
Stanwell Reserved Area deferred consideration
$
365,493
$
346,768
Stanwell Prepaid coal supply liability
171,638
155,027
Stanwell Prepayment and deferred payment
25,830
$
562,961
$
501,795
Stanwell deferred consideration liability
On August 14, 2018, the Company completed the acquisition of rights to mine in the Stanwell Reserved Area, or
the
SRA,
adjacent
to
the
current
Curragh
mining
tenements.
These
rights
were
acquired
on
a
deferred
consideration
basis,
and
on
acquisition
the
Company
recognized
a “Mineral
rights
and reserves”
asset
and
a
corresponding deferred consideration liability of
$
155.2
million (A$
210.0
million), calculated using the
contractual
pre-tax discount rate of
13
%, which represented the fair value of the arrangement at the date of acquisition.
The
deferred consideration liability reflects the passage
of time by way of an annual accretion
at the contractual pre-
tax discount rate
of
13
% and will
be settled as
a discount to
the price of
thermal coal supplied
to Stanwell over
the term of a
New Coal Supply Agreement which is expected
to commence in the first half
of 2027. The accretion
of the deferred consideration liability is recognized within “Interest expense, net” in the Condensed Consolidated
Statements
of
Operations
and
Comprehensive
Income.
The
right-to-mine-asset
is
amortized
over
the
coal
reserves mined from the SRA.
Stanwell – Prepaid Coal Supply Liability
On June 10, 2025, the Company and
Stanwell entered into a deed of amendment
,
or the First Amendment, and
amended the
New Coal
Supply Agreement
dated July
12, 2019,
or the
NCSA, and
the Amended
Coal Supply
Agreement,
or
the
ACSA,
whereby
Stanwell
provided
near-term
liquidity
to
the
Company
in
exchange
for
the
supply of additional tonnage of thermal coal under the
NCSA.
The First Amendment
included a prepayment
for thermal coal
and a rebate waiver
and deferral from
April 2025
to December
2025, both
of which
will be settled
through reduction
of the gross
proceeds to
be received
on the
physical delivery of thermal coal to Stanwell,
expected to commence in the first
half of 2027, or the
NCSA Supply
Commencement Date, of
up to
0.8
MMt per annum
over
five years
, or until
such time that
the obligation is
fully
settled. This prepaid coal supply liability bears interest
at
13
% per annum.
As of March
31, 2026, the
carrying value of
the Stanwell
prepaid coal supply
liability,
including the prepayment
and the rebate waiver and deferral liability,
was $
171.6
million (A$
250.7
million).
For the
three months
ended March
31, 2026,
the Company
recognized interest
expense of
$
5.2
million (A$
7.5
million) related to the financing component of the prepaid
coal supply liability.
Prepayment and Deferred Payment Balance
On November 27,
2025, the Company
and Stanwell entered
into a second
deed of amendment,
or the Second
Amendment Deed,
that, among other matters, amended the terms of the ACSA
and the NCSA, by providing for:
a waiver of
rebate amounts
otherwise payable by
the Company under
the ACSA from
January 1, 2026
until the
final delivery date,
being the
day before the
NCSA Supply Commencement Date
(refer to
change
of control provisions in relation to waiver discussed below)
;
a deferral of the Company’s obligations
to deliver certain values of coal to Stanwell for
prepaid amounts
under the First
Amendment and
amounts to
which Stanwell
is otherwise
entitled in
relation to
the SRA
deferred consideration, or the Deferred Amounts;
prepayments
by
Stanwell
to
the
Company
in
relation
to
its future
annual
nominated
contract
tonnage
under the
ACSA and the
NCSA equal to
the difference between
the current contracted
prices under these
arrangements and an
agreed, fixed price
roughly equivalent
to market prices
at the time
of the Second
Amendment
Deed,
or
the
ACSA
Prepayments
and
the
NCSA
Prepayments.
Stanwell’s
obligation
to
make
the
ACSA
Prepayments
and
NCSA
Prepayments
are
subject
to
certain
liquidity
tests.
More
specifically, Stanwell (i) will
advance all of
the relevant prepayment
when the Company’s
monthly liquidity
is
below
$
200.0
million,
(ii)
will
advance
only
half
of
the
relevant
prepayment
in
months
when
the
Company’s liquidity
is between $
200.0
million and $
250.0
million, and (iii)
will not be
obligated to make
prepayments when the Company’s monthly liquidity
is above $
250.0
million; and
an extension
of the
NCSA term
from 2037
to 2043
and an
option for
Stanwell to
make broader
annual
nominations ranging from
1.2
MMt to
2.24
MMt per year under the NCSA.
The
value
of
the
ACSA
Prepayments,
NCSA
Prepayments
and
Deferred
Amounts,
or
the
Prepayment
and
Deferred Payment
Balance, will
be settled
through delivery
of coal
to Stanwell
during the
term of
the NCSA
in
months when
the Company’s
liquidity exceeds
$
300.0
million. In
addition, the
Company may
from time
to time
make
additional
payments
to
reduce
the
Prepayment
and
Deferred
Payment
Balance,
including
when
the
Company makes permitted distributions to
shareholders. Where the Prepayment and
Deferred Payment Balance
remains outstanding
after the
final delivery
date pursuant
to the
NCSA (December
31, 2043),
the outstanding
balance will be settled in
cash in months when
the Company’s liquidity exceeds
$
300.0
million until the balance
is fully repaid.
The
Prepayment
and
Deferred
Payment
Balance
is
classified
as
a
financial
liability.
The
liability
is
initially
measured
at
the
amount
of
proceeds
received
from
Stanwell
and
bears
an
interest
at
7.5
%
per
annum.
The
contractual interest rate of
7.5
% is deemed consistent
with a market rate
at inception after considering
the overall
terms, security and settlement features of the
arrangement and, accordingly, the proceeds received approximate
fair value at
inception. Interest accrues at
7.5
% per annum
on the outstanding balance
using the effective interest
rate method and
is recognized as
“interest expense,
net” in the
unaudited Condensed
Consolidated Statement
of Operations and Comprehensive Income.
During the term
of the NCSA, the
total Prepayment and
Deferred Payment Balance,
including accrued interest,
is capped at
120
% of the
aggregate outstanding
principal balance.
After the final
delivery date under
the terms
of the NCSA, which
is scheduled for December 31,
2043, interest continues to accrue
at
7.5
% per annum without
a cap until the balance is fully repaid.
The interest cap represents assistance provided by Stanwell, a Queensland Government-owned corporation. As
such, the Company accounts
for the interest cap as government
assistance under its accounting
policy election
based on analogy to other accounting standard frameworks and consistent with expected
future changes to U.S.
GAAP.
No benefit is recognized unless and until the interest
cap is reached.
At
the
end
of
each
reporting
period,
management
assesses
whether
the
Company’s
liquidity
is
expected
to
exceed $
300.0
million within the next 12 months
and classifies the portion of the balance
expected to be settled
within that period as current liability.
As of March 31,
2026, the carrying amount, including
accrued interest, of the Prepayment
and Deferred Payment
Balance was $
25.8
million and classified
as non-current liability. No government
assistance income was
recorded
during the three months period ended March 31, 2026,
as the interest cap mechanism was not triggered.
The
Second
Amendment
Deed
also
includes
restrictions
on
the
Company’s
ability
to
pay
distributions
to
shareholders (e.g., dividends)
.
These restrictions require
that the Company
maintains a minimum
cash liquidity
of
$
300.0
million
following
payment
of
such
distribution,
the
repurchase
of
any
Notes
in
connection
with
the
distribution, and the
payment to
Stanwell of an
equal or greater
amount (up to
a maximum of
three times)
than
the distribution to reduce the Prepayment and Deferred
Payment Balance.
The
ACSA
and
the
NCSA
are
secured
by
mortgages
registered
over
the
Curragh
mine
tenements,
or
the
Tenement Lien, at the Queensland Government
level and a
third-priority lien on
substantially all of
the Company's
assets. The Tenement
Lien operates independently of, and is not subordinated to, the Company's other secured
debt obligations, and
no third party
may acquire the
Curragh mine tenements
without simultaneously assuming
the coal supply obligations to Stanwell.
The Prepayment and Deferred Payment Balance may become repayable if
there is an unremedied default under
the ACSA or NCSA.
If a change
of control of
the Company
is proposed within
two years
of November 27,
2025, the Company
must
obtain Stanwell’s
consent and,
before the
change of
control occurs,
pay Stanwell
the waived
rebate amounts,
together with contractual interest from the
dates such amounts would otherwise have
been payable. Additionally,
if
an
entity
that
controlled
the
Company
as at
November
27,
2025 ceases
to
control
the
Company
by way
of
disposal of an interest in the Company of
20
% or more without Stanwell’s consent within
two years
of November
27, 2025, then the
Company must immediately
pay Stanwell the waived
rebate amounts, together
with interest.
As of March 31, 2026, cumulative
rebate amounts of $
23.6
million would have been payable
absent the waiver.
No liability was recognized as of March 31,
2026 in respect of the waived rebate amounts because
the Company
had not been
required to seek Stanwell’s consent
in connection with any
proposed change or cessation
of control
as of that date.