Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - WESTMORELAND COAL Co | exh99-1_112414.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): November 20, 2014
__________________________________________
WESTMORELAND COAL COMPANY
(Exact Name of Registrant as Specified in Charter)
__________________________________________
Delaware | 001-11155 | 23-1128670 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9540 South Maroon Circle, Suite 200 Englewood, CO | 80112 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (855) 922-6463
N/A
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective November 20, 2014, Jennifer S. Grafton, currently the General Counsel and Secretary of Westmoreland Coal Company (the “Company”), was promoted to the position of Senior Vice President, Chief Administrative Officer and Secretary.
Item 7.01 Regulation FD Disclosure
The following information, including information contained in Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as such shall be expressly set forth by specific reference in such a filing.
On November 24, 2014, in connection with its marketing efforts for a term loan, the Company announced that it intends to raise, subject to market conditions, approximately $400 million through a private placement of senior notes (the “Notes”) not subject to the registration requirements of the Securities Act. The Company expects that the Notes would mature in 2021.
As previously announced, the Company has entered into an agreement to acquire Oxford Resources GP, LLC (“Oxford Resources GP”), the general partner of Oxford Resource Partners, LP. One of the conditions to the Company’s acquisition of Oxford Resources GP is the refinancing of Oxford Resource Partners, LP’s existing $175 million of credit facilities. The new credit agreement will provide for up to $295 million of senior secured first lien term loans, with $175 million funded at closing and maturing four years after closing, and the remaining $120 million available in the form of delayed draw term loans, which can be used to fund acquisitions up to 12 months after closing. The new credit agreement will also include an accordion feature to be exercised in the lenders’ discretion when the delayed draw feature expires, which would make available a further $150 million for use in funding acquisitions during the remaining three years of the loan, on the terms and conditions specified in the new credit agreement. Pricing of the new credit agreement is expected to be comparable to the weighted average cost of its debt today; however the terms will provide flexibility to make distributions and incur additional debt, subject to certain conditions and covenants.
This Form 8-K and exhibits hereto shall not constitute an offer to sell or the solicitation of an offer to buy the securities referenced herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This current report contains “forward-looking statements.” Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These statements involve known and unknown risks, which may cause actual results to differ materially from results expressed or implied by the forward-looking statements. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated. Such factors include, but are not limited to, the risks that are described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release dated November 24, 2014 | |
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.
WESTMORELAND COAL COMPANY | ||
Date: November 24, 2014 | By: | /s/ Jennifer S. Grafton |
Jennifer S. Grafton Secretary | ||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release dated November 24, 2014 | |