Case Studies

Deal background

The Pinto Valley open-pit copper mine and mill site is a 40-year-old facility that was cessated in 2011. To successfully close a sale of the mine and mill site and its associated railroad (San Manuel Arizona Railroad Company), the facility had to be restarted and achieve full production status to prove viability and value to potential buyers. The sale of this historical mine and mill site is one of the first major sales of a fully operating mine by a mining company in many decades in the State of Arizona.

Deal Process

Over an 18-month period, a six-member core team of Polsinelli attorneys worked with BHP Billiton’s management team through the regulatory permitting and licensing aspects which included federal and state issues affecting water, air, waste and operational compliance. The sale also involved the transition of historical water rights and mining claims. The primary regulatory bodies involved included the State of Arizona’s Department of Environmental Quality and the U.S. Forest Service.

Capstone Mining emerged as the successful bidder in the auction process and Polsinelli represented BHP Billiton during the entire sale process that included:

  • Preparing, reviewing and compiling the data room materials 
  • Participating in management presentations with prospective buyers 
  • Preparing and negotiating various transaction documents 
  • Working with various regulatory agencies to approve transfer of the applicable permits and licenses

A multi-disciplinary team of Polsinelli practices was engaged in the restart and sale processes, including:

  • Environmental and Natural Resources
  • Corporate and Transactional 
  • Real Estate 
  • Labor and Employment 
  • U.S. and Foreign Tax 
  • Employee Benefits and Executive Compensation

Client relationship background

BHP Billiton has engaged Polsinelli since 2010. Luke Narducci, Shareholder and Practice Chair, serves as primary counsel for BHP Billiton Base Metals North America.