MARKETS

Industry's Robin Hood to the rescue

GEORGE Rogers has seen a lot in the years he's been in the mining finance game. Now set up indepe...

Staff Reporter
Industry's Robin Hood to the rescue

Having led the mining finance teams at Investec and Deutsche Bank after moving through the ranks at investment bank Rothschild in the late 1980s, he decided to go it alone at the start of 2014, helping set up Rockface Capital, a specialist mining finance adviser and capital introducer.

Rogers, by his own reckoning, has not made a loan loss or ever had to enforce security in 27 years in the mining finance game. Going it alone, much of his work will likely be at the tougher junior end of the market but he has no intention of sullying this record.

While his credentials and knowledge encompass pretty much all areas of mine finance, debt financing and private equity are currently on his radar.

“Because the public markets are in a relatively weakened state, it has led to quite a resurgence in demand for debt financing and the arrival of private equity in the sector,” he said.

“There is therefore a need for specialists with the experience and expertise to advise companies on their debt raisings and restructurings and to analyse and introduce attractive mining opportunities to the PE funds who are hungry for deals at the moment.”

The turning off of the equity funding tap has led to a host of new debt options for potential mine builders but not all of them are winners, according to Rogers.

“In terms of lending, there is an increasing divergence of lenders and lending approaches now in the market,” he said.

“This is because the market has diversified away from the conventional European, South African and Australian mining finance banks to now include a number of fund-type lenders.

“Many of these funds are run by individuals whose background is more in equities than debt and who have sought to position themselves somewhere in-between the two markets – that is, more expensive, but more risk taking than traditional lenders and using less covenants.

“Many of these loans have got into difficulties, which mean problems for the managers and its investors, as well as the mining company.”

He pointed to his client Avanco Resources, a Brazil-focused copper explorer that took on $US16 million ($A18.1 million) of debt to finance its feasibility study a couple of years ago.

“As is often the case, the company did not manage to prove the project to be economic, putting them at risk of losing their entire portfolio of assets to the bank under a security enforcement,” he said.

“It is important for both borrower and lender to use debt only in the right circumstances and to structure it correctly.”

Avanco has since recovered from this, gaining $58 million of debt funding from a very supportive local Brazilian bank and $12 million from a royalty finance deal with one of its major shareholders, BlackRock.

Discrepancies

And while the Avanco example shows there are financiers out there enforcing rights following the breach of very strict covenants, there are a host of lax lenders offering expensive deals on the other side.

“We have begun to notice wide discrepancies in pricing of debt, even for similar risks, with some lenders expecting pricing two or even three times what more traditional market players are asking,” Rogers said.

“Clearly many borrowers have been paying these high prices.”

This contrast has meant Rogers is in demand.

“Refinancing at cheaper rates and longer tenors is often possible and something we expect to be helping companies with increasingly going forward,” he said.

While he’s not quite Robin Hood – taking from the rich lenders and giving back to the poor developers – Rogers is only too aware of how his experience can help the many in need in this tough market.

Whereas an inexperienced board may accept all banking covenants they see on a term sheet, Rogers is there to negotiate the fine print.

“There is a strong need in the current market for experienced mining finance advisers,” he said.

“I have been financing mines for 27 years, whereas a mining chief executive or his chief financial officer may finance a project perhaps once or twice in their careers.

“Since such finance can make or break your company, getting it right is essential.

“If you choose a lender with no experience of mining you may get the deal done but the first time something doesn’t go exactly according to the mine plan, as is inevitable, you don’t want your lender panicking and calling default. You want someone who understands what’s going on and can work with you.”

While he said he was in two minds about funding projects through streaming – “it seems to be quite an expensive solution for mining companies to pursue” – he feels there is a place for royalty financing and, in particular circumstances, hedging.

“In uncertain, fluctuating markets sensible hedging to protect your debt is a wise decision,” Rogers said.

“I’m not saying it’s always a requirement – it all depends on the economics of your project.”

With many unforeseen events occurring this year – Russia’s involvement in Ukraine, Argentina’s debt default, the Ebola crisis in west Africa, to name a few – examples of the pitfalls of inappropriate mine financing seem to have cropped up every week.

Rogers has seen worse though.

“I think it’s interesting to see over time how the market changes,” he said.

“Over the three decades I have been involved, it has gone from being a fairly inconsequential sector barely reported in the Financial Times to the most talked about and invested-in sector at the peak of the so-called supercycle, to now settling somewhere in-between.

“To many, especially those in the public equity markets, it feels a terrible time but it has been a lot worse.”

The real game-changer for companies now sitting on little cash, paltry market capitalisations and well-established, if capital-intensive, projects is PE though, according to Rogers.

The latest PE deal out of the blocks, Magris Resources, CEF Holdings and Temasek’s $500 million takeover of Iamgold’s Niobec operation in Quebec, may have raised quite a few eyebrows – it is the biggest PE deal seen on the market for many years for a mine with a questionable future – it may just show juniors the way forward for developing what is their pride and joy, according to Rogers.

“To me, one of the most exciting opportunities at the moment in our work with these private equity funds, is where we are looking for companies which have great assets and management but market caps a fraction of their capital expenditure need,” he said.

“If these companies wait for the public markets to return, they may be waiting a long time.

“On the other hand, they can get financed and mines built if they go the private route for a few years before re-listing.

“The funds realise the benefits of looking after management and existing shareholders in these circumstances.”

This was not the route for every company looking to finance a capital build, Rogers said.

“I’m not suggesting PE money is coming in to substitute the public market exploration appetite, they are not,” he said.

“PE money is much more interested in financing only later stage development and the building of mines.”

It would also be wrong to call these funds the real counter-cyclical investors, according to Rogers.

“I just think they are looking for good investment opportunities where and when others perhaps are less able to help those companies.”

While Rogers is looking to introduce many of these funds, some mining-focused and some more general, he is also very keen to talk up another one of his clients, Mountain Province Diamonds and its 49%-owned Gahcho Kue project in Canada.

“We are currently working with Mountain Province to put in place the financing for their Gahcho Kue project in the Northern Territories of Canada,” he said.

“It is a fantastic project from three points of view: one, it has very strong economics, two, it’s got De Beers as the operating partner and three, it is in Canada.

“Diamonds don’t appeal to all lenders, not least because you can’t hedge them. But the strength of the economics on Gahcho Kue is such that price protection is not an issue.

“It is also quite a large financing, at $370 million. But we have appointed three underwriter banks and it is going very well.”

He is not wrong.

Only a week ago, Mountain Province raised $C100 million ($A101.9 million) on the equity markets, which should make it a lot easier to attract a potential lender down the line.

It has Deutsche Bank, Natixis and Nedbank as its lead arrangers and Rogers and De Beers firmly in its corner.

Not everyone is in this lucky position though.

For these firms, Rogers has some solid advice.

“We have seen a number of companies opt for loan structures which appeared covenant light and borrower friendly, where they felt no adviser was needed,” he said.

“But a shorter loan agreement and covenant list – while cheaper on lawyer’s fees – can often include more catch-all obligations and less opportunity to remedy the consequent breaches, making them often more onerous to the company.”

In this case, if it seems too good to be true, it probably is.

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