Press release from PR Newswire
Alpha Natural Resources Announces a Notice of Make-Whole Applicable Increase
Monday, June 06, 2011
ABINGDON, Va., June 6, 2011 /PRNewswire/ -- Alpha Natural Resources, Inc. (NYSE: ANR) announced today a Notice of Make-Whole Applicable Increase. The details of this increase are as noted below.
NOTICE OF MAKE-WHOLE APPLICABLE INCREASE
TO THE HOLDERS OF THE
ALPHA APPALACHIA HOLDINGS, INC.
(formerly Massey Energy Company)
3.25% Convertible Senior Notes due 2015
CUSIP No. 576203 AJ 2*
MAKE-WHOLE APPLICABLE INCREASE
NOTICE IS HEREBY GIVEN pursuant to Section 10.14(E) of the First Supplemental Indenture (as defined below) that the merger that became effective on June 1, 2011 (the "Effective Date"), of Mountain Merger Sub, Inc., a wholly owned subsidiary of Alpha Natural Resources, Inc. (the "Parent"), with and into Massey Energy Company (as of the Effective Date known as Alpha Appalachia Holdings, Inc., the "Company"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent, resulted in a Make-Whole Fundamental Change (as defined in the Indenture (as defined below)) as of the Effective Date. As a result, any of the Company's outstanding 3.25% Convertible Senior Notes due 2015 (the "Notes") surrendered for conversion during the period beginning on the Effective Date and continuing until the earlier of the date that is (i) 41 business days after the Effective Date and (ii) the Fundamental Change Repurchase Date (as defined in the Indenture) (which could occur as soon as June 27, 2011) (such period of time, the "Make-Whole Conversion Period") will be entitled to an increase in the Conversion Rate for the Notes surrendered of 4.7789, resulting in an adjusted Conversion Rate of 16.2349. During the Make-Whole Conversion Period, the Notes will be convertible into 16.6408 shares of common stock of the Parent and $162.35 in cash per $1,000 principal amount of the Notes.
As used herein, the term "Indenture" means that certain Senior Indenture, dated as of August 12, 2008, as supplemented by the First Supplemental Indenture dated as of August 12, 2008 (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated as of July 20, 2009, the Third Supplemental Indenture, dated as of August 28, 2009, the Fourth Supplemental Indenture, dated as of April 30, 2010 and the Fifth Supplemental Indenture, dated as of June 29, 2010, by and among the Company, the guarantors identified therein and Wilmington Trust Company, as trustee.
The Conversion Agent for this transaction is Wilmington Trust Company and their address is as follows:
Wilmington Trust Company
c/o Wilmington Trust FSB
Corporate Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Attention: Jane Schweiger
[Signature Page Follows]
By: ALPHA APPALACHIA HOLDINGS, INC.
/s/ G. Scott Cole
Name: Scott Cole
Title: Vice President and Treasurer
Dated: June 6, 2011
SOURCE Alpha Natural Resources, Inc.
For further information: Investors, Todd Allen, CFA, Vice President, Investor Relations of Alpha Natural Resources, Inc., +1-276-739-5328, email@example.com