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Published on 8/29/2006 in the Prospect News Distressed Debt Daily.

Asarco looks to purchase remaining 55% interest in Copper Basin Railway in light of possible sale

By Caroline Salls

Pittsburgh, Aug. 29 - Asarco LLC requested court approval to purchase the remaining shares of Copper Basin Railway, Inc., according to a Tuesday filing with the U.S. Bankruptcy Court for the Southern District of Texas.

Asarco partially owns Copper Basin, which transports sulfide copper ore and copper concentrates from Asarco's Ray Mine to its Hayden Smelter.

Asarco said its business is the source of more than 95% of Copper Basin's freight revenue.

According to the motion, Asarco owns 45% of the Copper Basin stock, and Rail Partners II, LLC owns the remaining 55%.

Asarco said in the motion that Rail Partners' owner has sold his vast railroad holdings throughout the United States and expressed his desire to sell the company's controlling interest in Copper Basin.

In 2004, Rail Partners exercised its put option that requires Asarco to buy its shares in Copper Basin, but Rail Partners and Copper Basin could not agree on the stock's fair market value.

As a result, Rail Partners sued Asarco for breach of the put option, seeking $11.3 million in damages.

Last week, Rail Partners' owner notified Asarco that he is in the process of selling Rail Partners and provided Asarco with a letter of intent for the purchase of Copper Basin.

Asarco said it cannot afford any disruption in freight service or an increase in prices that may result from the sale of Copper Basin.

As a result, Asarco has elected to assume the stockholders' agreement and purchase Rail Partners' 55% interest in Copper Basin.

Asarco has requested an emergency hearing be scheduled for Sept. 12.

Asarco, a Tucson, Ariz., mining company, filed for bankruptcy on Aug. 9, 2005. Its Chapter 11 case number is 05-21207.


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