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8-K - 8-K - Walter Energy, Inc. | a14-16711_18k.htm |
Exhibit 99.1
SOURCE: Walter Energy
Walter Energy Commences Private Offering of $320 Million Senior Secured Notes
BIRMINGHAM, Ala. July 8, 2014 Walter Energy Inc. (Walter Energy) (NYSE: WLT) today announced that it has commenced a private offering of $320.0 million aggregate principal amount of 9.500% senior secured notes due 2019 (the Notes).
The Notes are a follow-on issue to the $450.0 million aggregate principal amount of Walter Energys 9.500% senior secured notes due 2019 which were issued on September 27, 2013 and Walter Energys $200.0 million aggregate principal amount of 9.500% senior secured notes due 2019 which were issued on March 27, 2014.
The Notes will be guaranteed by each of Walter Energys current and future wholly-owned domestic restricted subsidiaries that from time to time guarantee any of Walter Energys indebtedness or any indebtedness of any of Walter Energys restricted subsidiaries. The Notes and related guarantees will be secured on a first priority basis by substantially all of the property and assets of Walter Energy and the guarantors.
Walter Energy intends to use the net proceeds of the offering of the Notes to repay $298.1 million of indebtedness outstanding under its Revolving Credit Facility and to pay related fees and expenses.
The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the Securities Act), and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. The Notes and related guarantees will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to sell or buy any securities, 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 Walter Energy
Walter Energy is a leading, publicly traded pure-play metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,900 employees with operations in the United States, Canada and United Kingdom.
Safe Harbor Statement
Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and may involve a number of risks and uncertainties. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. Forward-looking statements include expressions such as believe, anticipate, expect, estimate, intend, may, plan, predict, will, and similar terms and expressions. These forward-looking statements are made based on expectations and beliefs concerning future events affecting Walter Energy and are subject to various risks, uncertainties and factors relating to Walter Energys operations and business environment, all of which are difficult to predict and many of which are beyond Walter Energys control, which could cause Walter Energys actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from Walter Energys forward-looking statements: unfavorable economic, financial and business conditions; a substantial or extended decline in pricing, demand, and other factors beyond Walter Energys control; failure of Walter Energys customers to honor or renew contracts; Walter Energys ability to collect payments from its customers; inherent risks in coal mining that are beyond Walter Energys control; title defects preventing Walter Energy from (or resulting in additional costs for) mining Walter Energys mineral interests; concentration of its mining operations in a limited number of areas; a significant reduction of or loss of purchases by Walter Energys largest customers; unavailability or uneconomical transportation for Walter Energys coal; significant competition and foreign currency fluctuation; significant cost increases and fluctuations, and delay in the delivery of raw materials, mining equipment and purchased components; work stoppages, labor shortages and other labor relations matters; Walter Energys ability to hire and retain a skilled labor force; risks associated with Walter Energys reclamation and mine closure obligations; inaccuracies in Walter Energys
estimates of coal reserves; Walter Energys ability to develop or acquire coal reserves in an economically feasible manner; challenges to Walter Energys licenses, permits and other authorizations; failure to meet project development and expansion targets; risks associated with operating in foreign jurisdictions; risks associated with environmental, health and safety laws and regulations; risks associated with federal, state and provincial regulatory agencies authority to order temporary or permanent closure of Walter Energys mines; increased focus by regulatory authorities on the effects of surface coal mining on the environment; risks related to climate change concerns; risks related to Walter Energys operations impact on the environment; risks related to Walter Energys indebtedness; Walter Energys ability to generate cash for its financial obligations, to refinance its indebtedness or to obtain additional financing; Walter Energys ability to incur additional indebtedness; restrictions in Walter Energys existing and future debt agreements; events beyond Walter Energys control may result in an event of default under one or more of its debt instruments; downgrades in Walter Energys credit ratings; failure to obtain or renew surety bonds on acceptable terms could affect Walter Energys ability to secure reclamation and coal lease obligations; costs associated with Walter Energys pension and benefits, including post-retirement benefits; costs associated with Walter Energys workers compensation and certain medical and disability benefits; adverse rulings in current or future litigation; Walter Energys ability to attract and retain key personnel; Walter Energys ability to identify or integrate suitable acquisition candidates to promote growth; volatility in the price of Walter Energys common stock; Walter Energys ability to pay regular dividends to stockholders; Walter Energys exposure to indemnification obligations; risks associated with terrorist attacks and threats and escalation of military activity in response to such attacks; risks associated with cyber-attacks or other security breaches; and other risks and uncertainties including those described in Walter Energys filings with the SEC. Forward-looking statements made by Walter Energy in this release, or elsewhere, speak only as of the date on which the statements were made. You are advised to read the risk factors in Walter Energys most recently filed Annual Report on Form 10-K and subsequent filings with the SEC, which are available on Walter Energys website at www.walterenergy.com and on the SECs website at www.sec.gov. New risks and uncertainties arise from time to time, and it is impossible for Walter Energy to predict these events or how they may affect it or its anticipated results. Walter Energy has no duty to, and does not intend to, update or revise the forward-looking statements in this release, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this press release may not occur. All data presented herein is as of the date of this release unless otherwise noted.
Contact Information
For media:
Thomas F. Hoffman
205-745-2612
tom.hoffman@walterenergy.com
or
For investors:
Mark Tubb
205-745-2627
mark.tubb@walterenergy.com