Rio Tinto Plc (NYSE:RIO) and Glencore Plc (OTC:GLCNF) are weighing a potential spin-off of coal assets. Despite initial optimism, coal remains one of the complex obstacles to combining two vastly different portfolios and investor bases under one roof. Thus, moving those assets in a separately listed Australian vehicle is one of the discussion points amidst a $200 billion merger.
Multi-Billion Spinoff
According to the Australian Financial Review, Glencore’s coal operations make roughly 8% of the combined group’s $45.6 billion in EBITDA. That makes them worth tens of billions of dollars on a standalone basis.
Those assets span New South Wales and Queensland, as well as operations in central Africa and Latin America. They are highly cash generative, but increasingly difficult to house within a company seeking broad institutional support.
One possible solution under discussion is carving out coal into an ASX-listed vehicle. BHP Group Limited (NYSE:BHP) pursued a similar approach a decade ago with the South32 Ltd. (OTC:SOUHY) demerger.
Using such a structure would allow the merged company to retain economic value while offering investors a cleaner exposure to critical metals. A pre-merger spinoff is another alternative, while Rio could also selectively bid for the copper business only, rather than pursue a full merger.
However, Glencore has already laid the foundations for a spinoff, restructuring its coal assets into a separate subsidiary last year. Reporting has also suggested that other commodities, including chrome, vanadium, and manganese, could ultimately be spun off alongside coal, further simplifying any combination with Rio.
The Copper Catalyst
Copper has been the main catalyst since the last merger talks collapsed in late 2024.
“Some of the issues that were already there a year ago have become a lot more stark,” Clara Ferreira Marques, Bloomberg’s Asia-Pacific head of commodities, said on The Bloomberg Australia Podcast.
“You look at the copper price, we’re now over $13,000 a ton. That makes the case for adding copper to your portfolio not only compelling, but urgent.”
According to the IEA, copper demand could rise as much as 50% by 2040. The main drivers are electrification, data centers, and energy transition infrastructure. With questionable supply growth, the fear of persistent structural deficits is rising.
A combined Rio–Glencore group would account for roughly 7% of global copper output, instantly becoming the world’s dominant producer.
Barrenjoey has floated a potential offer ratio of 0.0698 Rio shares per Glencore share, implying Rio would own about 66% of the merged entity. However, Glencore shareholders may seek a premium to reflect the company’s copper growth pipeline and trading capabilities.
Macquarie Capital serves as Rio’s primary advisor, with JPMorgan and Allens supporting recent transactions, while Citi is understood to be advising Glencore.
Under UK takeover rules, Rio has until 5 pm on February 5 to make a formal offer or walk away.
Price Action: Rio Tinto shares were down 1.54% at $65.01 during premarket trading on Friday. The stock is trading near its 52-week high of $87.34, according to Benzinga Pro data. Glencore shares closed up 0.77% on Thursday.
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