ST. LOUIS, Aug. 5, 2015 /PRNewswire/ -- Arch Coal, Inc.
("Arch") (NYSE:ACI) today announced the extension of its (i)
pending private offer to exchange (the "2020 Exchange Offer") new
6.25% Trust Certificates due 2021 (the "Trust Certificates") and a
cash payment for any and all of its outstanding 7.25% Senior Notes
due 2020 (the "2020 Notes") and (ii) pending concurrent private
offer to exchange (the "Concurrent Exchange Offer" and, together
with the 2020 Exchange Offer, the "Exchange Offers") Trust
Certificates, 8.00% Senior Secured Notes due 2022 (the "New 2022
Secured Notes") and 12.00% Senior Secured Second Lien Notes due
2023 (the "New 2023 Secured Notes") for its outstanding 7.000%
Senior Notes due 2019 ("Old 7.000% 2019 Notes"), 9.875% Senior
Notes due 2019 ("Old 9.875% 2019 Notes") and 7.250% Senior Notes
due 2021 ("Old 7.250% 2021 Notes" and, together with the Old 7.000%
2019 Notes and the Old 9.875% 2019 Notes, the "Old Notes").
The 2020 Exchange Offer, previously set to expire at 12:00
midnight, New York City time, on
August 4, 2015, has been extended and
is now set to expire at 12:00 midnight, New York City time, on August 14, 2015. The Concurrent Exchange
Offer, previously set to expire at 12:00 midnight, New York City time, on August 4, 2015, has been extended and is now set
to expire at 12:00 midnight, New York
City time, on August 14, 2015.
Additionally, the Early Tender Time for the Concurrent
Exchange Offer, previously set to expire at 12:00 midnight,
New York City time, on
August 4, 2015, has been extended and
is now set to expire at 12:00 midnight, New York City time, on August 14, 2015. The Withdrawal Deadline
for the Exchange Offers has passed, so 2020 Notes tendered in the
2020 Exchange Offer and Old Notes tendered in the Concurrent
Exchange Offer may no longer be withdrawn.
As of 5:00 p.m. New York City time on August 4, 2015, approximately $417 million aggregate principal amount of 2020
Notes have been validly tendered pursuant to the 2020 Exchange
Offer, and approximately $489 million
aggregate principal amount of Old 7.000% 2019 Notes, $169 million aggregate principal amount of Old
9.875% 2019 Notes and $400 million
aggregate principal amount of Old 7.250% 2021 Notes have been
validly tendered pursuant to the Concurrent Exchange Offer.
As previously disclosed, Arch has made alternative arrangements
on similar economic terms for holders of the 2020 Notes not
eligible to participate in the 2020 Exchange Offer (the "Ineligible
Holders Offer"). The Ineligible Holders Offer, previously set
to expire at 12:00 midnight, New York
City time, on August 4, 2015,
has also been extended and is now set to expire at 12:00 midnight,
New York City time, on
August 14, 2015. As of
5:00 p.m. New York City time on August 4, 2015, approximately $34 million aggregate principal amount of 2020
Notes have been validly tendered pursuant to the Ineligible Holders
Offer.
The terms of the 2020 Exchange Offer are set forth in the
Confidential Offering Memorandum and Consent Solicitation Statement
(the "2020 Exchange Offering Memorandum") and the accompanying
Consent and Letter of Transmittal related to the 2020 Exchange
Offer (the "Consent and Letter of Transmittal"). The terms of
the Concurrent Exchange Offer are set forth in the Confidential
Offering Memorandum (the "Concurrent Exchange Offering Memorandum")
and the accompanying Letter of Transmittal related to the
Concurrent Exchange Offer (the "Letter of Transmittal"). The
2020 Exchange Offer is made only by, and pursuant to the terms of,
the 2020 Exchange Offering Memorandum and the Consent and Letter of
Transmittal, and the Concurrent Exchange Offer is made only by, and
pursuant to the terms of, the Concurrent Exchange Offering
Memorandum and the Letter of Transmittal, and the information in
this news release is qualified by reference to each of these
documents.
The offering documents for the 2020 Exchange Offer and the
Concurrent Exchange Offer will be distributed only to holders of
2020 Notes and holders of Old Notes, respectively, that complete
and return a letter of eligibility confirming that they are
Eligible Holders (as defined below). Copies of the
eligibility letter are available to holders through the information
agent for the Exchange Offers, Ipreo LLC, at (888) 593-9546 (U.S.
toll-free) or (212) 849-3880.
Holders of the 2020 Notes that are not Eligible Holders will not
be able to receive the 2020 Exchange Offering Memorandum and the
Consent and Letter of Transmittal or to participate in the 2020
Exchange Offer. However, as described above, Arch is
conducting the Ineligible Holders Offer, pursuant to which Arch has
made alternative arrangements on equivalent economic terms to the
2020 Exchange Offer for holders ineligible to participate in the
2020 Exchange Offer. Such holders should contact Investor
Relations at Arch by calling (314) 994-2700, and, after furnishing
proof that they are not Eligible Holders, will receive information
about the Ineligible Holders Offer. Holders of the Old Notes
that are not Eligible Holders will not be able to receive the
Concurrent Exchange Offering Memorandum and the Letter of
Transmittal or to participate in the Concurrent Exchange Offer.
The Exchange Offers are being made, and the Trust Certificates,
the New 2022 Secured Notes and the New 2023 Secured Notes are being
offered and issued, solely to holders of 2020 Notes or Old Notes,
as applicable, who are both "qualified institutional buyers" as
defined in Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), and "qualified purchasers" as defined in
Section 2(a)(51) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), in private placements in reliance
upon an exemption from the registration requirements of the
Securities Act. The holders of 2020 Notes or Old Notes, as
applicable, that are eligible to participate in the Exchange Offers
pursuant to the foregoing conditions are referred to as "Eligible
Holders." The Trust Certificates, the New 2022 Secured Notes
and the New 2023 Secured Notes have not and will not be registered
under the Securities Act and may not be transferred or resold
except as permitted under the Securities Act and other applicable
securities laws, pursuant to registration or exemption
therefrom. Additionally, Arch Pass Through Trust (issuer of
the Trust Certificates) has not been and will not be registered as
an investment company under the Investment Company Act, in reliance
on the exemption set forth in Section 3(c)(7) thereof. This
news release does not constitute an offer to purchase or a
solicitation of an offer to sell any
securities.
U.S.-based Arch Coal, Inc. is one of the world's top coal
producers for the global steel and power generation industries,
serving customers on five continents. Its network of mining
complexes is the most diversified in the
United States, spanning every major coal basin in the
nation. Arch controls more than 5 billion tons of
high-quality metallurgical and thermal coal reserves, with access
to major railroads, inland waterways and a growing number of
seaborne trade channels.
Forward-Looking Statements: This press release contains
"forward-looking statements" – that is, statements related to
future, not past, events. In this context, forward-looking
statements often address our expected future business and financial
performance, and often contain words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," or
"will." Forward-looking statements by their nature address
matters that are, to varying degrees, uncertain. For us,
particular uncertainties arise from changes in the demand for our
coal by the domestic electric generation industry; from legislation
and regulations relating to the Clean Air Act and other
environmental initiatives; from operational, geological, permit,
labor and weather-related factors; from fluctuations in the amount
of cash we generate from operations; from potential demands for
additional collateral for self-bonding; from our ability to
complete our potential exchange offers; from future integration of
acquired businesses; and from many other matters of national,
regional and global scale, including those of a political,
economic, business, competitive or regulatory nature. These
uncertainties may cause our actual future results to be materially
different than those expressed in our forward-looking
statements. We do not undertake to update our forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law. For a
description of some of the risks and uncertainties that may affect
our future results, you should see the risk factors described from
time to time in the reports we file with the Securities and
Exchange Commission.
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SOURCE Arch Coal, Inc.