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Simpson Thacher Represents Initial Purchasers in US$1.5 Billion Senior Notes Offering by Fortescue

04.11.22

Simpson Thacher represented the initial purchasers, led by Morgan Stanley & Co. LLC, in connection with a 144A/Regulation S offering of US$1.5 billion of Senior Notes, consisting of $700 million aggregate principal amount of 5.875% Senior Notes due 2030 (the “2030 Notes”) and $800 million aggregate principal amount of 6.125% Senior Notes due 2032 (the “Green Notes” and together with the 2030 Notes, the “Notes”) by FMG Resources (August 2006) Pty Ltd, an Australian corporation (“FMG”) and a direct wholly owned subsidiary of Fortescue Metals Group Ltd., an Australian corporation (“Fortescue”). The Notes are guaranteed by Fortescue. The deal closed on April 11, 2022. Since 2011, Simpson Thacher has represented the initial purchasers in almost $11 billion of debt issuances by FMG.

FMG intends to use the net proceeds from the offering of the 2030 Notes for general corporate purposes. FMG intends to use the net pet proceeds from the offering of the Green Notes to finance or refinance, in whole or in part, one or more new or existing eligible projects pursuant to Fortescue’s Sustainability Financing Framework.

Fortescue is engaged in the production and export of iron ore in the Pilbara region of Western Australia. Fortescue is the third largest iron ore producer in Australia and the world’s fourth largest exporter into the seaborne iron ore market. Fortescue is listed on the Australian Securities Exchange.

The Simpson Thacher team included David Azarkh, Asha Amin and Evan Kenyon (Capital Markets); Michael Mann and Michael Slomovics (Tax); Timothy Mulvihill and Noreen Lavan (Environmental); Abram Ellis and Christine Tillema (Regulatory); Jeanne Annarumma and Allison Sutherland (Executive Compensation and Employee Benefits); and Jennie Getsin (Blue Sky).