UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2015 (August 3, 2015)
ALPHA NATURAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-32331 | | 42-1638663 |
(State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
incorporation) | | | | Identification No.) |
One Alpha Place, P.O. Box 16429
Bristol, VA 24209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (276) 619-4410
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.03. Bankruptcy or Receivership.
On August 3, 2015 (the “Petition Date”), Alpha Natural Resources, Inc. (the “Company”) and its wholly owned subsidiaries listed on Exhibit 99.1 hereto, which is incorporated by reference herein, (the “Filing Subsidiaries” and, together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the Bankruptcy Court for the Eastern District of Virginia (the “Court”). The Company’s Chapter 11 case (the “Bankruptcy Proceeding”) is being administered under the caption In re: Alpha Natural Resources, Inc. (Case No. 15-33895). The Debtors have filed a motion with the Court seeking to jointly administer all of the Debtors’ chapter 11 cases under the caption In re: Alpha Natural Resources, Inc., et al. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.
A copy of the press release issued by the Company to announce the filing is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The Bankruptcy Filing described in Item 1.03 above constitutes an event of default that accelerated the Company’s obligations under the following debt instruments:
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• | Fifth Amended and Restated Credit Agreement dated as of September 24, 2014 by and among Alpha Natural Resources, Inc., as Borrower, the Lenders party thereto, the Issuing Banks party thereto and Citicorp North America, Inc., as Administrative Agent and as Collateral Agent (as of the Petition Date, outstanding letters of credit of approximately $191 million, revolving facility borrowings in an aggregate principal amount of $445 million and term loan borrowings in an aggregate principal amount of $611 million, plus accrued and unpaid interest thereon); |
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• | Indenture dated as of May 20, 2014 by and among Alpha Natural Resources, Inc., Wilmington Trust, National Association, as Trustee and Wilmington Trust, National Association, as Collateral Agent governing 7.50% Senior Secured Second Lien Notes due 2020 (aggregate principal amount as of the Petition Date of $500 million plus accrued and unpaid interest thereon); |
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• | Indenture dated as of March 23, 2015 by and among Alpha Natural Resources, Inc., Wilmington Trust, National Association, as Trustee and Wilmington Trust, National Association as Series B Collateral Agent governing 7.50% Senior Secured Second Lien Notes due 2020 (Series B) (aggregate principal amount as of the Petition Date of $214 million plus accrued and unpaid interest thereon); |
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• | Base Senior Indenture dated as of August 12, 2008 by and among Massey Energy Company and the Guarantors Party thereto and Wilmington Trust Company, as Trustee; |
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• | First Supplemental Indenture dated as of August 12, 2008 to Base Senior Indenture dated as of August 12, 2008, by and among Massey Energy Company and the Guarantors party thereto and Wilmington Trust Company, as Trustee, governing 3.25% Convertible Senior Notes due 2015 (aggregate principal amount as of the Petition Date of $109 million plus accrued and unpaid interest thereon); |
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• | Base Indenture dated as of June 1, 2011 by and among Alpha Natural Resources, Inc. and Union Bank, N.A., as Trustee; |
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• | Supplemental Indenture No. 1 dated as of June 1, 2011 to Base Indenture dated as of June 1, 2011, by and among Alpha Natural Resources, Inc. and Union Bank, N.A., as Trustee, governing 6.00% Senior Notes due 2019 and 6.25% Senior Notes due 2021 (aggregate principal amounts as of the Petition Date of $577 million of 6.00% Senior Notes due 2019 and $585 million of 6.25% Senior Notes due 2021, plus, in each case, accrued and unpaid interest thereon); |
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• | Supplemental Indenture No. 3 dated as of October 11, 2012 to Base Indenture dated as of June 1, 2011, by and among Alpha Natural Resources, Inc. and Union Bank, N.A., as Trustee, governing 9.75% Senior Notes due 2018 (aggregate principal amount as of the Petition Date of $393 million plus accrued and unpaid interest thereon); |
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• | Supplemental Indenture No. 4 dated as of May 13, 2013 to Base Indenture dated as of June 1, 2011, by and among Alpha Natural Resources, Inc. and Union Bank, N.A., as Trustee, governing 3.75% Convertible Senior Notes due 2017 (aggregate principal amount as of the Petition Date of $263 million plus accrued and unpaid interest thereon); |
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• | Supplemental Indenture No. 5 dated as of December 18, 2013 to Base Indenture dated as of June 1, 2011, by and among Alpha Natural Resources, Inc. and Union Bank, N.A., as Trustee, governing 4.875% Convertible Senior Notes due 2020 (aggregate principal amount as of the Petition Date of $277 million plus accrued and unpaid interest thereon). |
Pursuant to the Bankruptcy Code, the Bankruptcy Filing automatically stayed most actions against the Debtors, including most actions to collect indebtedness incurred prior to the Bankruptcy Filing or to exercise control over the Debtors’ property. Accordingly, although the Bankruptcy Filing triggered defaults under the debt instruments listed above, creditors are stayed from taking action as a result of these defaults.
Item 7.01. Regulation FD Disclosure.
In connection with the Bankruptcy Proceeding, the Company has been and currently is engaged in ongoing discussions with certain of its creditors (the “Supporting Creditors”) relating to the restructuring of certain of the Company's outstanding debt and new financing in support of the Company's restructuring, including an 18-month Debtor-in-Possession financing package totaling up to approximately $692 million. In connection with these ongoing discussions, on July 22, 2015, the Company entered into confidentiality agreements with the Supporting Creditors pursuant to which the Company provided certain information to the Supporting Creditors (the “Disclosed Information”) and agreed to make the Disclosed Information publicly available on the date of the commencement of the Bankruptcy Proceeding. Beginning today, August 3, 2015, the Disclosed Information, together with certain other information to be provided to the Supporting Creditors in the future in connection with the restructuring, will be made available on the Company’s website (www.alphanr.com) in the Investors section under “Restructuring Documents”.
The Disclosed Information includes prospective financial information and forecasts (including a 13-week cash flow forecast for the period from June 10, 2015 to October 2, 2015), an overview of a five-year strategic assessment and business plan process for the Company prepared by McKinsey & Co., capital expenditure guidance for 2016 and 2017 and summary financial projections for the remainder of fiscal 2015 and for fiscal 2016, along with other information generally not disclosed by the Company, all of which may be deemed material. Such Disclosed Information and other information was or will be prepared based on expectations, beliefs, opinions and assumptions of the Company’s management at the time such Disclosed Information and other information was or will be prepared. Such Disclosed Information and other information that is not historical information: is forward-looking, speculative and subjective in nature and was or will be based upon expectations, beliefs, opinions and assumptions, which are inherently uncertain and include factors that are beyond the control of the Company and may not prove to be accurate; does not necessarily reflect current expectations, beliefs, opinions or assumptions that the management of the Company may have about the prospects for the Company’s businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur or that was not anticipated at the time such Disclosed Information and other information was prepared; may not reflect current results or future performance, which may be significantly more favorable or less favorable than projected by such Disclosed Information and other information; and is not, and should not be regarded as, a representation that any of the expectations contained in, or forming a part of, the forecasts will be achieved. The summary of the Disclosed Information is qualified in its entirety by the contents of the Disclosed Information. The information contained on the Company’s website is not part of this Report. Further, over time, the Disclosed Information and other information may become out of date, and you should not rely on the ongoing accuracy of any of the Disclosed Information or other information beyond the date as of which they were prepared. The Company undertakes no responsibility or obligation to update any Disclosed Information or other information. You are urged to note the date of issuance of any Disclosed Information or other information provided on our website.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
99.1 | List of filing subsidiaries |
99.2 | Press release, dated August 3, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Alpha Natural Resources, Inc. |
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Date: August 3, 2015 | | By: | | /s/ William L. Phillips III |
| | | | Name: William L. Phillips III |
| | | | Title: Assistant Secretary |
Exhibit Index
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Exhibit No. | Description |
99.1 | List of filing subsidiaries |
99.2 | Press release, dated August 3, 2015 |
Alpha American Coal Company, LLC
Thunder Mining Company II, Inc.
Alex Energy, Inc.
Alpha American Coal Holding, LLC
Alpha Appalachia Holdings, Inc.
Alpha Appalachia Services, Inc.
Alpha Coal Resources Company, LLC
Alpha Coal Sales Co., LLC
Alpha Coal West, Inc.
Alpha European Sales, Inc.
Alpha India, LLC
Alpha Land and Reserves, LLC
Alpha Midwest Holding Company
Alpha Natural Resources, LLC
Alpha Natural Resources International, LLC
Alpha Natural Resources Services, LLC
Alpha PA Coal Terminal, LLC
Alpha Shipping and Chartering, LLC
Alpha Sub Eight, LLC
Alpha Sub Eleven, Inc.
Alpha Sub Nine, LLC
Alpha Sub One, LLC
Alpha Sub Ten, Inc.
Alpha Sub Two, LLC
Alpha Terminal Company, LLC
Alpha Wyoming Land Company, LLC
AMFIRE, LLC
AMFIRE Holdings, LLC
AMFIRE Mining Company, LLC
Appalachia Coal Sales Company, Inc.
Appalachia Holding Company
Aracoma Coal Company, Inc.
Axiom Excavating and Grading Services, LLC
Bandmill Coal Corporation
Bandytown Coal Company
Barbara Holdings Inc.
Barnabus Land Company
Belfry Coal Corporation
Big Bear Mining Company
Black Castle Mining Company, Inc.
Black King Mine Development Co.
Black Mountain Cumberland Resources, Inc.
Boone East Development Co.
Brooks Run Mining Company, LLC
Coal Gas Recovery II, LLC
Pennsylvania Land Resources, LLC
Brooks Run South Mining, LLC
Buchanan Energy Company, LLC
Castle Gate Holding Company
Clear Fork Coal Company
Crystal Fuels Company
Cumberland Coal Resources, LP
Dehue Coal Company
Delbarton Mining Company
Delta Mine Holding Company
DFDSTE Corp.
Dickenson-Russell Coal Company, LLC
Dickenson-Russell Land and Reserves, LLC
DRIH Corporation
Duchess Coal Company
Eagle Energy, Inc.
Elk Run Coal Company, Inc.
Emerald Coal Resources, LP
Enterprise Mining Company, LLC
Esperanza Coal Co., LLC
Foundation Mining, LLC
Foundation PA Coal Company, LLC
Foundation Royalty Company
Freeport Mining, LLC
Freeport Resources Company, LLC
Goals Coal Company
Gray Hawk Insurance Company
Green Valley Coal Company
Greyeagle Coal Company
Harlan Reclamation Services LLC
Herndon Processing Company, LLC
Highland Mining Company
Hopkins Creek Coal Company
Independence Coal Company, Inc.
Jacks Branch Coal Company
Jay Creek Holding, LLC
Kanawha Energy Company
Kepler Processing Company, LLC
Kingston Mining, Inc.
Kingwood Mining Company, LLC
Knox Creek Coal Corporation
Lauren Land Company
Laxare, Inc.
Litwar Processing Company, LLC
Logan County Mine Services, Inc.
Long Fork Coal Company
Lynn Branch Coal Company, Inc.
Maple Meadow Mining Company
Marfork Coal Company, Inc.
Martin County Coal Corporation
Maxxim Rebuild Co., LLC
Maxxim Shared Services, LLC
Maxxum Carbon Resources, LLC
McDowell-Wyoming Coal Company, LLC
Mill Branch Coal Corporation
New Ridge Mining Company
New River Energy Corporation
Neweagle Industries, Inc.
Nicewonder Contracting, Inc.
North Fork Coal Corporation
Omar Mining Company
Paramont Coal Company Virginia, LLC
Paynter Branch Mining, Inc.
Peerless Eagle Coal Co.
Pennsylvania Land Holdings Company, LLC
Pennsylvania Land Resources Holding Company, LLC
Pennsylvania Services Corporation
Performance Coal Company
Peter Cave Mining Company
Pigeon Creek Processing Corporation
Pilgrim Mining Company, Inc.
Pioneer Fuel Corporation
Plateau Mining Corporation
Power Mountain Coal Company
Premium Energy, LLC
Rawl Sales & Processing Co.
Republic Energy, Inc.
Resource Development LLC
Resource Land Company LLC
River Processing Corporation
Riverside Energy Company, LLC
Riverton Coal Production Inc.
Road Fork Development Company, Inc.
Robinson-Phillips Coal Company
Rockspring Development, Inc.
Rostraver Energy Company
Rum Creek Coal Sales, Inc.
Russell Fork Coal Company
Shannon-Pocahontas Coal Corporation
Shannon-Pocahontas Mining Company
Sidney Coal Company, Inc.
Spartan Mining Company
Stirrat Coal Company
Sycamore Fuels, Inc.
T. C. H. Coal Co.
Tennessee Consolidated Coal Company
Trace Creek Coal Company
Twin Star Mining, Inc.
Wabash Mine Holding Company
Warrick Holding Company
West Kentucky Energy Company
White Buck Coal Company
Williams Mountain Coal Company
Wyomac Coal Company, Inc.
FOR IMMEDIATE RELEASE
Alpha Natural Resources Announces Voluntary Chapter 11 Restructuring
to Position Itself for Future Viability in Challenged Coal Markets
Mining Operations, Coal Sales and Customer Shipments
Expected to Continue Without Interruption
BRISTOL, VA, August 3, 2015 – Alpha Natural Resources, Inc. (OTC PINK: ANRZ) and certain of its wholly-owned subsidiaries filed voluntary petitions today with the United States Bankruptcy Court for the Eastern District of Virginia in Richmond to reorganize under Chapter 11 of the U.S. Bankruptcy Code.
The Board of Directors of Alpha Natural Resources authorized the filing of the Chapter 11 cases to enhance the company’s future as it weathers a historically challenged coal market. The relief provided by Chapter 11 will allow the company to reorganize and emerge as a financially viable business that is better positioned to compete in dynamic energy markets.
The Company will promptly seek the necessary immediate relief from the Bankruptcy Court that will allow normal business operations to continue uninterrupted while in Chapter 11, with coal being mined, customer commitments honored, and wages and benefits for Alpha’s affiliated employees paid. Alpha Natural Resources affiliates operate more than 50 underground and surface mines and more than 20 coal preparation facilities in Virginia, Kentucky, West Virginia, Pennsylvania and Wyoming.
Alpha’s Chairman and CEO Kevin Crutchfield said: “While a difficult decision, this voluntary Chapter 11 filing is the right strategy at the right time for the future of our business. It will enable us to build on the significant steps we have taken over the past several years to restructure our debt and protect our operations. I am confident Alpha will emerge from this process as a stronger company, with a diversified resource base and better positioned for the future.”
Crutchfield noted that the U.S. coal industry is in an unprecedented period of distress with increased competition from natural gas, an oversupply in the global coal market, historically low prices due to weaker international and domestic economies, and increasing government regulation that has pushed electric utilities to transition away from coal-fired power plants. But he also emphasized that neither Alpha nor the U.S. coal industry should be thought of in the past tense – while the sector will likely get smaller, coal will continue to play a critical role in providing affordable and reliable electricity and in the production of steel for infrastructure.
“The change and challenges the U.S. coal industry has experienced over the last several years are greater than any in the past three decades,” Crutchfield said. “There is no doubt more uncertainty ahead, but also transformational opportunity in the coal sector for those who make proactive, strategic decisions.”
The Company has secured an 18-month Debtor-in-Possession (DIP) financing package totaling up to approximately $692 million, arranged by Citigroup, and led by a group of both its first and second lien lenders. The DIP financing package demonstrates the support of its secured creditors and provides the Company with significant operational flexibility to successfully reorganize. Accordingly, Alpha enters this process with the necessary liquidity to support its ongoing operations (which will continue to generate additional cash).
Alpha expects to work with all key constituencies to reorganize and exit Chapter 11 in the most efficient manner possible. The current management team is expected to remain in place to lead the company through the bankruptcy process.
Alpha today launched www.alpharestructuring.com to provide stakeholders with information about the bankruptcy process and legal filings made with the Court. With today’s filing, the previously announced conference call and webcast scheduled for Wednesday, August 5, 2015 to report the company’s second quarter 2015 results will no longer take place.
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. Alpha is committed to being a leader in mine safety with our Running Right safety process, and an environmental steward in the communities where our 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:
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• | our ability to continue as a going concern, including our ability to successfully confirm a plan of reorganization that would restructure certain of our debt obligations to address our liquidity issues and allow emergence from the Chapter 11 proceedings, or to execute one or more strategic transactions either as part of such a plan of reorganization or otherwise; |
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• | our liquidity, results of operations and financial condition; |
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• | sustained depressed levels or further declines in coal prices; |
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• | worldwide market demand for coal, electricity and steel, including demand for U.S. coal exports; |
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• | utilities switching to alternative energy sources such as natural gas, renewables and coal from basins where we do not operate; |
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• | reductions or increases in customer coal inventories and the timing of those changes; |
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• | our production capabilities and costs; |
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• | inherent risks of coal mining beyond our control, and our ability to utilize our coal assets fully and replace reserves as they are depleted; |
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• | 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; |
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• | changes in safety and health laws and regulations and their implementation, and the ability to comply with those changes; |
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• | competition in coal markets; |
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• | future legislation, regulatory and court decisions and changes in regulations, governmental policies or taxes or changes in interpretation thereof; |
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• | 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; |
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• | the outcome of pending or potential litigation or governmental investigations; |
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• | our relationships with, and other conditions affecting, our customers, including the inability to collect payments from our customers if their creditworthiness declines; |
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• | 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; |
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• | 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; |
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• | attracting and retaining key personnel and other employee workforce factors, such as labor relations; |
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• | the geological characteristics of the Powder River Basin, Central and Northern Appalachian coal reserves; |
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• | funding for and changes in postretirement benefit obligations, pension obligations, including multi-employer pension plans, and federal and state black lung obligations; |
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• | cybersecurity attacks or failures, threats to physical security, extreme weather conditions or other natural disasters; |
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• | increased costs and obligations potentially arising from the Patient Protection and Affordable Care Act; |
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• | reclamation and mine closure obligations; |
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• | our assumptions concerning economically recoverable coal reserve estimates; |
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• | 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; |
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• | 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; |
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• | inflationary pressures on supplies and labor and significant or rapid increases in commodity prices; |
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• | railroad, barge, truck and other transportation availability, performance and costs; |
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• | disruption in third party coal supplies; |
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• | our ability to integrate successfully operations that we may acquire, invest or develop in the future, or the risk that any such integration could be more difficult, time-consuming or costly than expected; |
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• | the consummation of financing or refinancing transactions, acquisitions or dispositions and the related effects on our business and financial position; |
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• | indemnification of certain obligations not being met; |
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• | long-lived asset impairment charges; |
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• | fair value of derivative instruments not accounted for as hedges that are being marked to market; |
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• | our substantial indebtedness and potential future indebtedness; |
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• | our ability to generate sufficient cash or obtain financing to fund our business operations; |
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• | our ability to obtain or renew surety bonds on acceptable terms or maintain self-bonding status; and |
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• | 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 this Quarterly Report on Form 10-Q for the three months ended June 30, 2015, the Quarterly Report on Form 10-Q for the three months ended March 31, 2015, and our Annual Report on Form 10-K for the year ended December 31, 2014 and in filings made by the Debtors with the Bankruptcy Court. |
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.
Investor Contact
Alex Rotonen, CFA
Vice President, Investor Relations
276-739-4144
arotonen@alphanr.com
Media Contact
Steve Hawkins
Director, Media Relations
276-285-2037
shawkins@alphanr.com
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