The structure of the deal is interesting with interest free vendor finance for 6 years and and an annual consideration dependent on coal prices for next 5 years

The consideration for the Transaction is up to US$1,650M comprising:

• • Upfront cash consideration of US$1,050M, payable at completion; 
• • Deferred cash consideration of US$250M, payable in 2030; and
• • Contingent price-linked cash consideration of up to US$350M.  

The contingent price-linked cash consideration comprises up to US$350M applicable for five years from the date of completion with no annual cap. The first two years will be calculated and paid on the second anniversary of completion and annually thereafter. The contingent price-linked consideration will be calculated as 50% of incremental metallurgical coal revenue from equity production, net of royalties, based on the following metallurgical coal price thresholds: Year 1: US$200/t, Year 2: US$200/t, Year 3: US$190/t, Year 4: US$180/t, Year 5: US$180/t. 4 Illawarra Metallurgical Coal annual average free cash flow over the period FY16 to FY23 of approximately US$229M. Calculated as Underlying earnings plus depreciation and amortisation less capital expenditure.