BRISTOL, Va., April 1, 2015 /PRNewswire/ -- Alpha Natural
Resources, Inc. (NYSE: ANR) ("Alpha"), a leading U.S. coal
supplier, today announced that it has completed the repurchase of
an aggregate of approximately $593
million in principal amount of its unsecured notes,
including $82 million principal
amount of its 3.75% convertible notes due 2017, $108 million principal amount of its 9.75% senior
notes due 2018, $220 million
principal amount of its 6.00% senior notes due 2019, $68 million principal amount of its 4.875%
convertible notes due 2020 and $115
million principal amount of its 6.25% senior notes due 2021,
in separate privately negotiated transactions with investors.
Alpha funded the aggregate repurchase price of approximately
$331 million for the unsecured notes
through a combination of proceeds from the issuance of $214 million principal amount of 7.50% senior
secured second lien notes due 2020 (Series B) (the "Series B
Notes") and $117 million of cash on
hand.
The repurchase of the unsecured notes and issuance of new Series
B Notes results in a reduction in Alpha's consolidated net
indebtedness of approximately $379
million, and reduces Alpha's anticipated annual cash paid
for interest by approximately $21
million. As a result of the transactions, Alpha is
revising its guidance for 2015 cash paid for interest from a range
of $245-$255 million to a range of
$230-$240 million.
Philip J. Cavatoni, Alpha's
Executive Vice President & Chief Financial and Strategy
Officer, said, "The transactions announced today illustrate Alpha's
continuing ability to take advantage of opportunities in the
financial markets to proactively strengthen the company's balance
sheet. We were able to achieve a meaningful deleveraging of
our balance sheet while reducing cash interest payments.
These steps increase our financial flexibility as we continue to
manage through ongoing challenges in the domestic and international
coal markets."
The newly issued Series B Notes have the same terms as Alpha's
7.50% senior secured second lien notes due 2020 that were issued on
May 20, 2014, but constitute a new
series of notes issued under a separate indenture and CUSIP and
will vote as a separate class on all matters that require action of
the noteholders. The Series B Notes are guaranteed by each of
Alpha's current and future wholly-owned domestic subsidiaries that
guarantee Alpha's obligations under Alpha's credit agreement.
The Series B Notes and the guarantees are secured by second
priority liens on the same collateral securing on a first priority
lien basis indebtedness incurred under the credit agreement, and
will consist of substantially all of Alpha's assets and the assets
of Alpha's subsidiary guarantors.
The Series B Notes were offered and sold in the United States only to qualified
institutional buyers and outside the
United States to non-U.S. persons, in each case in private
placements exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"). The
Series B Notes will not be registered under the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Alpha Natural Resources
Alpha Natural Resources is one of the largest and most
regionally diversified coal suppliers in the United States. With affiliate mining
operations in Virginia,
West Virginia, Kentucky, Pennsylvania and Wyoming, Alpha supplies metallurgical coal to
the steel industry and thermal coal to generate power to customers
on five continents. Consistent with its Running Right®
process, Alpha is committed to being a leader in mine safety and an
environmental steward in the communities where its affiliates
operate. For more information, visit Alpha's website
(www.alphanr.com).
Forward Looking Statements
This news release includes forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on Alpha's expectations and
beliefs concerning future events and involve risks and
uncertainties that may cause actual results to differ materially
from current expectations. These factors are difficult to predict
accurately and may be beyond Alpha's control. The following factors
are among those that may cause actual results to differ materially
from our forward-looking statements:
- our liquidity, results of operations and financial
condition;
- sustained depressed levels or further declines in coal
prices;
- worldwide market demand for coal, electricity and steel,
including demand for U.S. coal exports;
- utilities switching to alternative energy sources such as
natural gas, renewables and coal from basins where we do not
operate;
- reductions or increases in customer coal inventories and the
timing of those changes;
- our production capabilities and costs;
- inherent risks of coal mining beyond our control, and our
ability to utilize our coal assets fully and replace reserves as
they are depleted;
- changes in environmental laws and regulations, including those
directly affecting our coal mining and production, and those
affecting our customers' coal usage, including potential climate
change initiatives;
- changes in safety and health laws and regulations and their
implementation, and the ability to comply with those changes;
- competition in coal markets;
- future legislation, regulatory and court decisions and changes
in regulations, governmental policies or taxes or changes in
interpretation thereof;
- global economic, capital market or political conditions,
including a prolonged economic downturn in the markets in which we
operate and disruptions in worldwide financial markets;
- the outcome of pending or potential litigation or governmental
investigations;
- our relationships with, and other conditions affecting, our
customers, including the inability to collect payments from our
customers if their creditworthiness declines;
- changes in, renewal or acquisition of, terms of and performance
of customers under coal supply arrangements and the refusal by our
customers to receive coal under agreed contract terms;
- our ability to obtain, maintain or renew any necessary permits
or rights, and our ability to mine properties due to defects in
title on leasehold interests;
- attracting and retaining key personnel and other employee
workforce factors, such as labor relations;
- the geological characteristics of the Powder River Basin,
Central and Northern Appalachian coal reserves;
- funding for and changes in postretirement benefit obligations,
pension obligations, including multi-employer pension plans, and
federal and state black lung obligations;
- cybersecurity attacks or failures, threats to physical
security, extreme weather conditions or other natural
disasters;
- increased costs and obligations potentially arising from the
Patient Protection and Affordable Care Act;
- reclamation and mine closure obligations;
- our assumptions concerning economically recoverable coal
reserve estimates;
- our ability to negotiate new United Mine Workers of America
("UMWA") wage agreements on terms acceptable to us, increased
unionization of our workforce in the future, and any strikes by our
workforce;
- disruptions in delivery or changes in pricing from third party
vendors of key equipment and materials that are necessary for our
operations, such as diesel fuel, steel products, explosives and
tires;
- inflationary pressures on supplies and labor and significant or
rapid increases in commodity prices;
- railroad, barge, truck and other transportation availability,
performance and costs;
- disruption in third party coal supplies;
- our ability to integrate successfully operations that we may
acquire or develop in the future, or the risk that any such
integration could be more difficult, time-consuming or costly than
expected;
- the consummation of financing or refinancing transactions,
acquisitions or dispositions and the related effects on our
business and financial position;
- indemnification of certain obligations not being met;
- long-lived asset impairment charges;
- fair value of derivative instruments not accounted for as
hedges that are being marked to market;
- our substantial indebtedness and potential future
indebtedness;
- restrictive covenants and other terms in our secured credit
facility and the indentures governing our outstanding debt
securities;
- our ability to obtain or renew surety bonds on acceptable terms
or maintain self-bonding status;
- certain terms of our outstanding debt securities, including
conversions of some of our convertible senior debt securities, that
may adversely impact our liquidity;
- our ability to satisfy listing requirements for our equity
securities; and
- other factors, including the other factors discussed in the
"Management's Discussion and Analysis of Financial Condition and
Results of Operations", and "Risk Factors" sections of our Annual
Report on Form 10-K for the year ended December 31, 2014.
These and other risks and uncertainties are discussed in greater
detail in Alpha's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q, and other documents filed with the Securities and
Exchange Commission. Forward-looking statements in this news
release or elsewhere speak only as of the date made. New
uncertainties and risks arise from time to time, and it is
impossible for Alpha to predict these events or how they may affect
the Company. Alpha has no duty to, and does not intend to,
update or revise the forward-looking statements in this news
release after the date it is issued. In light of these
risks and uncertainties, investors should keep in mind that the
results, events or developments disclosed in any forward-looking
statement made in this news release may not occur.
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SOURCE Alpha Natural Resources, Inc.