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EX-99.1 - NATIONAL COAL CORP | exh99-1b.htm |
EX-99.2 - NATIONAL COAL CORP | exh99-2b.htm |
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): April 20, 2010
NATIONAL
COAL CORP.
(Exact
name of registrant as specified in its charter)
Florida
(State
or other jurisdiction of incorporation)
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0-26509
(Commission
File Number)
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65-0601272
(I.R.S.
Employer Identification No.)
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8915
George Williams Road
Knoxville,
Tennessee 37923
(Address
of Principal Executive Offices/Zip Code)
(865)
690-6900
(Registrant’s
telephone number, including area code)
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 (see General
Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange ct (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On April 20, 2010 our wholly-owned
subsidiary, National Coal Corporation, entered into a coal lease agreement (the
“Coal
Lease”) with Ranger Energy Investments, LLC (“Ranger
Energy”) in connection with the sale of assets to Ranger Energy as
described in Item 2.01 below. Pursuant to the Coal Lease, Ranger
Energy is leasing mineral rights on approximately 22,000 acres of the New River
Tract in Eastern Tennessee. Ranger Energy shall make royalty payments of 6% to
8% of applicable revenues calculated upon the amount of coal mined and sold from
the subject property, subject to an annual minimum amount. The term of the Coal
Lease extends to July 4, 2093, but may be terminated upon 60 days prior written
notice by Ranger Energy.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On April 20, 2010, National Coal
Corporation completed the sale of certain real and personal property assets
located on the New River Tract in Eastern Tennessee to Ranger Energy for $11.8
million in accordance with the terms and conditions of an Asset Purchase
Agreement entered into among the parties on April 8, 2010 and amended on April
16, 2010 (as amended, the “Purchase
Agreement”). The purchase price was payable in cash and the assumption by
Ranger Energy of approximately $6.6 million of accounts payable the Company owed
to an affiliate of Ranger Energy. The purchase price included
approximately $1.8 million in cash for payment for coal inventories on the
property at closing. Ranger Energy also entered into the Coal Lease
for a portion of the Company’s coal reserves also located on the New River
Tract. In addition to the purchase price for the assets, we also received from
Ranger Energy the return of approximately $1.9 million in cash that was
previously pledged to secure reclamation bonds and other liabilities associated
with the New River Tract operation. The Company will also receive a
$3.00 per ton overriding royalty for each ton of coal sold by Ranger Energy
pursuant to a coal supply agreement acquired by Ranger Energy in connection with
the transaction.
We used a portion of the sale proceeds
to repay the $4.5 million outstanding balance under the $5.0 million short-term
revolving credit facility we entered into in April 2009 with Next View Partners,
LLC, which indebtedness otherwise would have matured in December
2010. Ranger Investments, LLC, an affiliate of Ranger Energy, was the
current holder of the $4.5 million of indebtedness and successor in interest of
the $5.0 million credit facility. The repayment was completed on
April 20, 2010 and all security interests under the credit facility were
released.
On April 22, 2010, we issued a press
release announcing the closing of the sale transaction, a copy of which is
attached hereto as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits.
(b) Pro
Forma Financial Information
The
unaudited pro forma consolidated balance sheet of the Registrant as of December
31, 2009, and the unaudited pro forma condensed consolidated statement of
operations of the
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Registrant
for the year ended December 31, 2009, giving effect to the disposition of
certain assets are being filed as Exhibit 99.2 to this Form 8-K (and are
included herein).
(d) Exhibits.
The
following exhibits are filed herewith:
Exhibit
Number Description
99.1 Press
release issued by National Coal Corp., dated April 22, 2010
99.2 Unaudited
Pro Forma Consolidated Financial Statements
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SIGNATURE
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.
NATIONAL
COAL CORP.
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Date: April
26, 2010
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By: /s/ Les
Wagner
Les
Wagner
Acting
Chief Financial Officer and Vice
President
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