Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT ON FORM 8-K - James River Coal CO | jrcc_8k-112009.htm |
| EX-4.1 - INDENTURE - James River Coal CO | jrcc_8k-ex0401.htm |
| EX-10.1 - FIFTH AMENDMENT TOTERM CREDIT AGREEMENT - James River Coal CO | jrcc_8k-ex1001.htm |
Exhibit 99.1
FOR IMMEDIATE
RELEASE
|
CONTACT:
|
James
River Coal Company
|
|
Elizabeth
M. Cook
Director
of Investor Relations
(804)
780-3000
|
JAMES
RIVER COAL COMPANY CLOSES $172.50 MILLION CONVERTIBLE SENIOR NOTES
OFFERING
RICHMOND, VA., November 20, 2009 -
James River Coal Company (NASDAQ: JRCC), announced today the closing of
its previously disclosed offering of $150 million principal amount of 4.50%
convertible senior notes due 2015 (the “Notes”), and an additional $22.50
million principal amount of Notes in connection with the exercise by the initial
purchasers of their over-allotment option on November 17,
2009. The Notes were sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended.
Interest
on the Notes will be paid semiannually at a rate of 4.50% per
year. The Notes will be convertible under certain circumstances and
during certain periods at an initial conversion rate of 38.7913 shares of James
River’s common stock per $1,000 principal amount of Notes. This
represents an initial conversion price of approximately $25.78 per share of
James River common stock, which is equal to an approximately 30% conversion
premium over the $19.83 closing price of James River’s common stock on the
NASDAQ Global Select Market on November 12, 2009.
Net
proceeds from the sale of the Notes, including proceeds from the exercise in
full by the initial purchasers of their over-allotment option, are approximately
$166.8 million (after deducting the initial purchasers’ discounts and
commissions and estimated offering expenses payable by James
River). James River intends to use approximately $58.5 million of the
net proceeds in connection with the termination of its letter of credit
facility, and the remainder for working capital and general corporate purposes,
which may include acquiring or investing in businesses or other assets or
repayment of outstanding debt.
This
press release is neither an offer to sell nor the solicitation of an offer to
buy the Notes or any other securities. The Notes and the underlying
common stock issuable upon conversion have not been registered under the
Securities Act or any applicable state securities laws and may not be offered or
sold in the United States without registration or an applicable exemption from
the registration requirements.
FORWARD-LOOKING STATEMENTS:
Certain statements in this press release, and other written or oral statements
made by or on behalf of us are "forward-looking statements" within the meaning
of the federal securities laws. Statements regarding future events and
developments and our future performance, as well as management's expectations,
beliefs, plans, estimates or projections relating to the future, are
forward-looking statements within the meaning of these laws. These
forward-looking statements are subject to a number of risks and uncertainties.
These risks and uncertainties include, but are not limited to, the following:
changes in the demand for coal by electric utility customers; the loss of one or
more of our largest customers; inability to secure new coal supply agreements or
to extend existing coal supply agreements at market prices; failure to diversity
our operations; failure to exploit additional coal reserves; the risk that
reserve estimates are inaccurate; increased capital expenditures; encountering
difficult mining conditions; increased costs of complying with mine health and
safety regulations; our dependency on one railroad for transportation of a large
percentage of our products; bottlenecks or other difficulties in transporting
coal to our customers; delays in the development of new mining projects;
increased costs of raw materials; lack of availability of financing sources; our
compliance with debt covenants; the effects of litigation, regulation and
competition; and the other risks detailed in our reports filed with the
Securities and Exchange Commission (SEC). Management believes that these
forward-looking statements are reasonable; however, you should not place undue
reliance on such statements. These statements are based on current expectations
and speak only as of the date of such statements. We undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result of
future events, new information or otherwise.