-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCUrqRoBBxyt3Ri8jpiEC6vsNf8KpUTwoJDTY1kWladTpQWvPPeaBoEJuIsPnnIP kXQ7XJ8MQwKTJG/EHH9BBA== 0001193125-08-169120.txt : 20080807 0001193125-08-169120.hdr.sgml : 20080807 20080807070447 ACCESSION NUMBER: 0001193125-08-169120 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 GROUP MEMBERS: A.T. MASSEY COAL COMPANY, INC GROUP MEMBERS: ALEX ENERGY, INC GROUP MEMBERS: ARACOMA COAL COMPANY, INC. GROUP MEMBERS: BANDMILL COAL CORPORATION GROUP MEMBERS: BANDYTOWN COAL COMPANY GROUP MEMBERS: BARNABUS LAND COMPANY GROUP MEMBERS: BELFRY COAL CORPORATION GROUP MEMBERS: BEN CREEK COAL COMPANY GROUP MEMBERS: BIG BEAR MINING COMPANY GROUP MEMBERS: BIG SANDY VENTURE CAPITAL CORP. GROUP MEMBERS: BLACK KING MINE DEVELOPMENT CO. GROUP MEMBERS: BLUE RIDGE VENTURE CAPITAL CORP. GROUP MEMBERS: BOONE EAST DEVELOPMENT CO. GROUP MEMBERS: BOONE ENERGY COMPANY GROUP MEMBERS: BOONE WEST DEVELOPMENT CO. GROUP MEMBERS: CENTRAL PENN ENERGY COMPANY, INC. GROUP MEMBERS: CENTRAL WEST VIRGINIA ENERGY COMPANY GROUP MEMBERS: CERES LAND COMPANY GROUP MEMBERS: CLEAR FORK COAL COMPANY GROUP MEMBERS: CRYSTAL FUELS COMPANY GROUP MEMBERS: DEHUE COAL COMPANY GROUP MEMBERS: DELBARTON MINING COMPANY GROUP MEMBERS: DEMETER LAND COMPANY GROUP MEMBERS: DOUGLAS POCAHONTAS COAL CORPORATION GROUP MEMBERS: DRIH CORPORATION GROUP MEMBERS: DUCHESS COAL COMPANY GROUP MEMBERS: DUNCAN FORK COAL COMPANY GROUP MEMBERS: EAGLE ENERGY, INC GROUP MEMBERS: ELK RUN COAL COMPANY, INC. GROUP MEMBERS: FEATS VENTURE CAPITAL CORP. GROUP MEMBERS: GOALS COAL COMPANY GROUP MEMBERS: GREEN VALLEY COAL COMPANY GROUP MEMBERS: GREYEAGLE COAL COMPANY GROUP MEMBERS: HADEN FARMS, INC. GROUP MEMBERS: HANNA LAND COMPANY, LLC GROUP MEMBERS: HAZY RIDGE COAL COMPANY GROUP MEMBERS: HIGHLAND MINING COMPANY GROUP MEMBERS: HOPKINS CREEK COAL COMPANY GROUP MEMBERS: INDEPENDENCE COAL COMPANY, INC. GROUP MEMBERS: JACKS BRANCH COAL COMPANY GROUP MEMBERS: JOBONER COAL COMPANY GROUP MEMBERS: KANAWHA ENERGY COMPANY GROUP MEMBERS: KNOX CREEK COAL CORPORATION GROUP MEMBERS: LAUREN LAND COMPANY GROUP MEMBERS: LAXARE, INC GROUP MEMBERS: LOGAN COUNTY MINE SERVICES, INC. GROUP MEMBERS: LONG FORK COAL COMPANY GROUP MEMBERS: LYNN BRANCH COAL COMPANY, INC GROUP MEMBERS: MAJESTIC MINING, INC. GROUP MEMBERS: MARFORK COAL COMPANY, INC. GROUP MEMBERS: MARTIN COUNTY COAL CORPORATION GROUP MEMBERS: MASSEY COAL SALES COMPANY, INC. GROUP MEMBERS: MASSEY COAL SERVICES, INC. GROUP MEMBERS: MASSEY GAS & OIL COMPANY GROUP MEMBERS: MASSEY TECHNOLOGY INVESTMENTS, INC. GROUP MEMBERS: NEW MARKET LAND COMPANY GROUP MEMBERS: NEW RIDGE MINING COMPANY GROUP MEMBERS: NEW RIVER ENERGY CORPORATION GROUP MEMBERS: NICCO CORPORATION GROUP MEMBERS: NICHOLAS ENERGY COMPANY GROUP MEMBERS: OMAR MINING COMPANY GROUP MEMBERS: PEERLESS EAGLE COAL CO GROUP MEMBERS: PERFORMANCE COAL COMPANY GROUP MEMBERS: PETER CAVE MINING COMPANY GROUP MEMBERS: PILGRIM MINING COMPANY, INC. GROUP MEMBERS: POWER MOUNTAIN COAL COMPANY GROUP MEMBERS: RAVEN RESOURCES, INC. GROUP MEMBERS: RAWL SALES & PROCESSING CO. GROUP MEMBERS: ROAD FORK DEVELOPMENT COMPANY, INC GROUP MEMBERS: ROBINSON-PHILLIPS COAL COMPANY GROUP MEMBERS: RUM CREEK COAL SALES, INC. GROUP MEMBERS: RUSSELL FORK COAL COMPANY GROUP MEMBERS: SC COAL CORPORATION GROUP MEMBERS: SCARLET DEVELOPMENT COMPANY GROUP MEMBERS: SHANNON-POCAHONTAS COAL CORPORATION GROUP MEMBERS: SHANNON-POCAHONTAS MINING COMPANY GROUP MEMBERS: SHENANDOAH CAPITAL MANAGEMENT CORP. GROUP MEMBERS: SIDNEY COAL COMPANY, INC GROUP MEMBERS: SPARTAN MINING COMPANY GROUP MEMBERS: ST. ALBAN'S CAPITAL MANAGEMENT CORP. GROUP MEMBERS: STIRRAT COAL COMPANY GROUP MEMBERS: STONE MINING COMPANY GROUP MEMBERS: SUPPORT MINING COMPANY GROUP MEMBERS: SYCAMORE FUELS, INC GROUP MEMBERS: T.C.H. COAL CO. GROUP MEMBERS: TALON LOADOUT COMPANY GROUP MEMBERS: TENNESSEE CONSOLIDATED COAL COMPANY GROUP MEMBERS: TENNESSEE ENERGY CORP. GROUP MEMBERS: THUNDER MINING COMPANY GROUP MEMBERS: TOWN CREEK COAL COMPANY GROUP MEMBERS: TRACE CREEK COAL COMPANY GROUP MEMBERS: TUCSON LIMITED LIABILITY COMPANY GROUP MEMBERS: VANTAGE MINING COMPANY GROUP MEMBERS: WHITE BUCK COAL COMPANY GROUP MEMBERS: WILLIAMS MOUNTAIN COAL COMPANY GROUP MEMBERS: WYOMAC COAL COMPANY, INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MASSEY ENERGY CO CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-152776 FILM NUMBER: 08996489 BUSINESS ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 9493492000 MAIL ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASSEY ENERGY CO CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 9493492000 MAIL ADDRESS: STREET 1: 4 NORTH 4TH STREET CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 FWP 1 dfwp.htm TERM SHEET Term Sheet

Filed Pursuant to Rule 433
Registration Statement No.: 333-152776

Massey Energy Company

Concurrent Offerings of

3,800,000 Shares of Common Stock, par value $0.625 per share (the “Common Stock Offering”)

and

$600,000,000 aggregate principal amount of 3.25% Convertible Senior Notes due 2015

(the “Convertible Senior Notes Offering”)

FINAL PRICING TERM SHEET, DATED AS OF AUGUST 6, 2008

This free writing prospectus relates only to the concurrent offerings of shares of Common Stock and 3.25% Convertible Senior Notes due 2015 and should be read together with (1) the preliminary prospectus supplement, dated August 5, 2008, relating to the Common Stock Offering, and the related prospectus, dated August 5, 2008 (including the documents incorporated therein by reference) and (2) the preliminary prospectus supplement, dated August 5, 2008, relating to the Convertible Senior Notes Offering and the related prospectus, dated August 5, 2008 (including the documents incorporated therein by reference), each filed pursuant to Rule 424(b) under the Securities Act, Registration Statement No. 333-152776.

 

Issuer:

   Massey Energy Company, a Delaware corporation

Common Stock Symbol:

   NYSE: MEE

Common Stock Offering

 

Title of Securities:

   Common Stock, par value $0.625 per share, of the Issuer

Shares Issued:

   3,800,000 (4,370,000 if the over-allotment option is exercised in full)

Outstanding Common Shares after Offering:

   84,564,266 (85,134,266 if the over-allotment option is exercised in full)

Net Proceeds to Issuer after Underwriting Discount:

   Approximately $224,644,220 (approximately $258,340,853 if the over-allotment option is exercised in full), before expenses relating to the offering

Closing Sale Price of Issuer’s Common Stock on

August 6, 2008 on the New York Stock Exchange:

   $63.38

Public Offering Price per Share:

   $61.50

Underwriting Discount per Share:

   $2.3831

Aggregate Underwriting Discount:

   $9,055,780

Selling Concession per Share:

   $1.43

Pricing Date:

   August 6, 2008

Trade Date:

   August 7, 2008

Settlement Date:

   August 12, 2008

Joint Book-Running Managers:

   UBS Securities LLC and J.P. Morgan Securities Inc.

Co-Managers:

   BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Stifel, Nicolaus & Company, Incorporated and Wachovia Capital Markets, LLC


Use of Proceeds:

   The Issuer intends to use the net proceeds of the Common Stock Offering, together with the net proceeds from the concurrent Convertible Senior Notes Offering described below, to fund the purchase of the Issuer’s outstanding 6.625% Notes in a tender offer and for other general corporate purposes, which may include funding for the Issuer’s planned 2008-2010 expansion of its coal production and for acquisitions or investments in business, products, technologies and repayment of other indebtedness. The Issuer’s use of proceeds also may include the possible payment of the $220 million jury verdict (less $50 million previously posted in cash as an appeal bond) plus interest (approximately $47 million as of June 30, 2008) against Central West Virginia Energy Company, a subsidiary of the Issuer, if this jury verdict is not reversed on appeal.

Convertible Senior Notes Offering

 

Title of Securities:

   3.25% Convertible Senior Notes due 2015 (the “Notes”)

Aggregate Principal Amount Offered:

   $600,000,000

Over-allotment Option:

   $90,000,000

Maturity Date:

   August 1, 2015

Interest:

   3.25% per annum, accruing from and including August 12, 2008.

Interest Payment Dates:

   Semi-annually in arrears on August 1 and February 1, of each year, commencing on February 1, 2009

Record Dates:

   Each July 15 and January 15, commencing on January 15, 2009

Price to Public:

   100%

Net Proceeds to Issuer after Underwriting Discount:

   97.75% (approximately $586,500,000 and approximately $674,475,000 if the over-allotment option is exercised in full), before expenses relating to the offering.

Conversion Premium:

   42.5% of the Public Offering Price Per Share in the Common Stock Offering

Conversion Price:

   Approximately $87.64 per share of Issuer’s common stock, subject to adjustment

Conversion Rate:

   11.4106 shares of Issuer’s common stock per $1,000 principal amount of Notes, subject to adjustment

Call Protection:

   Not callable for life

Investor Put Option:

   None, other than at 100% plus accrued and unpaid interest following a fundamental change or delisting of the common stock


CUSIP:

   576203 AJ2

Pricing Date:

   August 6, 2008

Trade Date:

   August 7, 2008

Settlement Date:

   August 12, 2008

Joint Book-Running Managers:

   UBS Securities LLC and J.P. Morgan Securities Inc.

Lead Manager:

   PNC Capital Markets LLC

Use of Proceeds:

   The Issuer intends to use the net proceeds of the Convertible Senior Notes Offering, together with the net proceeds from the concurrent Common Stock Offering described above, to fund the purchase of the Issuer’s outstanding 6.625% Notes in a tender offer and for other general corporate purposes, which may include funding for the Issuer’s planned 2008-2010 expansion of its coal production and for acquisitions or investments in business, products, technologies and repayment of other indebtedness. The Issuer’s use of proceeds also may include the possible payment of the $220 million jury verdict (less $50 million previously posted in cash as an appeal bond) plus interest (approximately $47 million as of June 30, 2008) against Central West Virginia Energy Company, a subsidiary of the Issuer, if this jury verdict is not reversed on appeal.

Adjustment to Conversion Rate Upon

Certain Make-Whole Fundamental Changes:

   The number of additional shares to be added to the conversion rate with respect to conversions during the make-whole conversion period will be determined by reference to the table below and is based on the effective date of the relevant make-whole fundamental change and the “applicable price” in respect of such make-whole fundamental change.

 


Number of Additional Shares

(per $1,000 principal amount of notes)

Effective Date

 

Applicable Price

   August 6,
2008
   August 1,
2009
   August 1,
2010
   August 1,
2011
   August 1,
2012
   August 1,
2013
   August 1,
2014
   August 1,
2015

$61.50

   4.8496    4.8496    4.8496    4.8496    4.8496    4.8496    4.8496    4.8496

$65.00

   4.8496    4.8496    4.8299    4.6857    4.5196    4.3042    4.0249    3.9740

$70.00

   4.6066    4.4181    4.2479    4.0807    3.8808    3.6141    3.2373    2.8751

$75.00

   4.1331    3.9426    3.7635    3.5801    3.3565    3.0540    2.6079    1.9227

$80.00

   3.7311    3.5406    3.3561    3.1621    2.9225    2.5962    2.1046    1.0894

$85.00

   3.3867    3.1976    3.0106    2.8099    2.5604    2.2197    1.7020    0.3541

$90.00

   3.0893    2.9027    2.7150    2.5109    2.2561    1.9085    1.3799    —  

$95.00

   2.8304    2.6473    2.4604    2.2552    1.9987    1.6497    1.1220    —  

$100.00

   2.6037    2.4245    2.2397    2.0352    1.7796    1.4336    0.9155    —  

$105.00

   2.4040    2.2290    2.0471    1.8448    1.5921    1.2522    0.7501    —  

$110.00

   2.2270    2.0565    1.8782    1.6790    1.4308    1.0993    0.6174    —  

$115.00

   2.0694    1.9036    1.7292    1.5340    1.2914    0.9698    0.5108    —  

$120.00

   1.9284    1.7674    1.5973    1.4065    1.1703    0.8597    0.4251    —  

$130.00

   1.6875    1.5360    1.3749    1.1941    0.9720    0.6852    0.3003    —  

$140.00

   1.4900    1.3478    1.1961    1.0259    0.8187    0.5561    0.2187    —  

$150.00

   1.3260    1.1927    1.0501    0.8906    0.6983    0.4591    0.1646    —  

$160.00

   1.1882    1.0633    0.9295    0.7805    0.6025    0.3852    0.1284    —  

$170.00

   1.0712    0.9541    0.8288    0.6896    0.5252    0.3280    0.1036    —  

$180.00

   0.9709    0.8611    0.7437    0.6140    0.4621    0.2832    0.0863    —  

$190.00

   0.8841    0.7812    0.6712    0.5503    0.4101    0.2475    0.0740    —  

$200.00

   0.8086    0.7119    0.6089    0.4961    0.3666    0.2188    0.0649    —  

The exact applicable price and effective date may not be as set forth in the table above, in which case:

 

1. if the actual applicable price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the table above, the increase in the number of additional shares will be determined by linear interpolation between the numbers of additional shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable;

 

2. if the actual applicable price is greater than $200.00 per share (subject to adjustment in the same manner as the applicable price as set forth above), the Issuer will not increase the applicable conversion rate; and

 

3. if the actual applicable price is less than $61.50 per share (subject to adjustment in the same manner as the applicable price as set forth above), the Issuer will not increase the applicable conversion rate.

Notwithstanding the foregoing, the Issuer will not increase the conversion rate as described above to the extent the increase will cause the conversion rate to exceed 16.2602 shares per $1,000 principal amount. The Issuer will adjust this maximum conversion rate in the same manner in which, and for the same events for which, the Issuer must adjust the conversion rate as described under “—Adjustments to the conversion rate” in the preliminary prospectus supplement for the Convertible Senior Notes Offering.

ERRATA: The information set forth in the tables under the caption “Capitalization” (other than the share data) in the preliminary prospectuses relating to both the Common Stock Offering and the Convertible Senior Notes Offering is in thousands, not in millions. The actual cash and cash equivalents as of June 30, 2008 was $351,904 thousand, not $351,094 thousand as indicated in the table under the caption “Capitalization” in the preliminary prospectus relating to the Common Stock Offering. Also in the tables under the caption “Capitalization” relating to both the Common Stock Offering and the Convertible Senior Notes Offering, the Issuer’s actual retained earnings as of June 30, 2008 were $542,181 thousand, not $534,802 thousand as indicated, and both actual total


shareholders’ equity and total capitalization were $751,503 thousand and $1,855,531 thousand, respectively, an increase of $7,379 thousand in each case. The pro forma as adjusted total shareholders’ equity and total capitalization as of June 30, 2008, giving effect to the corrected actual retained earnings amount and the final terms of both offerings, would have been $963,493 thousand and $2,336,808 thousand, respectively. In 2007, the Issuer’s produced coal sales volume in Central Appalachia was approximately twice that of the Issuer’s next closest competitor in the region, not 258% greater than the next closest competitor in the region as previously indicated. The amounts of outstanding letters of credit set forth under the caption “Description of other indebtedness—Off-Balance Sheet Arrangements” in the preliminary prospectus for the Convertible Senior Notes Offering are in millions.

Any information contained in this Final Pricing Term Sheet that is inconsistent with information contained in the prospectus, preliminary prospectus supplement relating to the Common Stock Offering or preliminary prospectus supplement relating to the Convertible Senior Notes Offering shall be governed by the terms of this Pricing Term Sheet.

The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplements) with the U.S. Securities and Exchange Commission (SEC) for each of these offerings. Before you invest, you should read the prospectus supplement and prospectus for each of these offerings in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and each of these offerings. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, copies may be obtained from UBS Investment Bank, Attn: Prospectus Department, 299 Park Avenue, New York, NY 10171, at (888) 827-7275 (toll-free), or J.P. Morgan Securities Inc., National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, at (718) 242-8002.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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