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Grupo Mexico takes control of Asarco again

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Asarco’s ownership battle has come full circle, after a ruling late Friday by a U.S. District Court judge in Texas affirmed a bankruptcy court’s reorganization plan to give Grupo Mexico control of the company.

The deal ends a drawn-out takeover battle with Sterlite Industries, and includes Grupo Mexico’s plan to pay $2.2 billion to Asarco’s creditors, which includes full interest.

In addition, Grupo Mexico will guarantee a one-year note for $280 million, payable to Asarco’s asbestos creditors; forgive $191 million of Asarco tax obligations to Grupo subsidiary Americas Mining Corp.; and release Americas Mining’s claim to a $60 million tax refund that will, instead, remain with Asarco.

To finance the deal, a group of financial institutions has promised $1.4 billion in financing to Americas Mining along with Grupo Mexico’s $800 million contribution.

Under the arrangement, slated to be wrapped up by mid-December, Asarco will operate under the Americas Mining umbrella.

Asarco, formerly known as American Smelting and Refining Co., is the third-largest copper producer in the U.S. with three Arizona mining operations and a Texas refinery.

The company also has an interest in four sites in Montana, including the East Helena lead smelter that Grupo Mexico shut down in 2001; the long-defunct Mike Horse Mine near Lincoln; the Black Pine mine site near Philipsburg; and Iron Mountain near Superior.

Montana has worked out an arrangement through the bankruptcy court to receive $138 million, which will be put into the Montana Custodial Trust.

Of that, $100 million will be used to finish the cleanup of groundwater and soils in East Helena, contaminated by decades of lead smelting.

Another $10 million will go toward cleaning up Asarco-owned property at the Upper Blackfoot River; $1.9 million for the Iron Mountain site; and $17.5 million for the Black Pine area.

Almost $9 million will go toward administrative costs.

As part of the bankruptcy agreement, the trust will gain ownership of the Asarco-owned lands in Montana. Once cleaned up, the sites could be sold to obtain additional cleanup money, or they could be dedicated to public purposes.

Montana also will receive $5 million for natural resource damages occurring in East Helena and on 232 acres of land in the area to be used for public recreation and wildlife habitat.

Asarco was purchased by international mining giant Grupo Mexico in 1999, which after a series of reorganizations allowed Asarco to declare bankruptcy in August 2005 when the company ran out of cash and faced hefty environmental liability and potential asbestos-related claims.

Some of those watching the reorganization feared Grupo Mexico had stripped Asarco of all of its assets, leaving the company with millions of dollars in environmental cleanups throughout the nation.

Grupo Mexico lost control of Asarco shortly after the company filed for bankruptcy protection when independent directors were placed on the board. In August 2009, Grupo won a bankruptcy auction to take back its former unit, but a union for Asarco employees and the company’s court-appointed management wanted another bidder, Mumbai-based Sterlite Industries Ltd., to have control.

Sterlite, a unit of London-based Vedanta Resources, originally offered $2.6 billion to buy Asarco out of bankruptcy court protection but lowered the offer to about $2.1 billion amid the recession.

U.S. Bankruptcy Court Judge Richard Schmidt on Aug. 31 recommended that Grupo Mexico be allowed to regain control over Asarco, saying that both companies’ bids were likely to pay all creditors with full interest but that Sterlite’s plan paid less equity and that Grupo Mexico’s plan had a greater certainty of closing.

Schmidt’s recommendation then went to U.S. District Court Judge Andrew Hanen for the final decision.

Hanen is the same judge who last year said Grupo Mexico was guilty of defrauding creditors by diverting copper owned by Asarco in Peru to another of its units. The conglomerate appealed that ruling.

With this confirmation, however, Grupo Mexico will not have to pay the $6 billion in damages to Asarco and won’t pursue the appeal.

The Associated Press contributed to this report.

Eve Byron: 447-4076 or eve.byron@helenair.com

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