8-K

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): December 7, 2015

Walter Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13711	13-3429953
(State or other jurisdiction of  incorporation)	Commission File No.	(I.R.S. Employer Identification No.)

3000 Riverchase Galleria, Suite 1700

Birmingham, Alabama 35244

(205) 745-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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:

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 7.01 Regulation FD Disclosure

As previously disclosed, on July 15, 2015, Walter Energy, Inc., a Delaware corporation (“Walter Energy” or the “Company”), and certain of the Company’s wholly owned domestic subsidiaries (collectively, the “Debtors”), filed voluntary petitions under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Bankruptcy Court”). The Company’s Chapter 11 cases are being administered under the caption In re Walter Energy, Inc., et al., Case No. 15-02741-TOM11.

On December 7, 2015, the Company announced that its wholly-owned subsidiary Walter Energy Canada Holdings, Inc., the holding company for the Company’s Canadian operations, and its Canadian subsidiaries (collectively, “Walter Canada”) have obtained creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) pursuant to an Initial Order granted on December 7, 2015 by the Supreme Court of British Columbia located in Vancouver, B.C. (the “Canadian Court”). Protection under the CCAA is intended to facilitate ongoing operations while Walter Canada pursues a marketing process for its Canadian assets and for its holdings in the United Kingdom, including assets owned by United Kingdom subsidiaries of Walter Canada (“Walter United Kingdom”). Walter Canada, Walter United Kingdom and their assets were excluded from the Company’s Chapter 11 filing and were not part of the previously disclosed stalking horse asset purchase agreement, dated November 5, 2015.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report and the related exhibits contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations of Walter Energy or its management at the time of this Current Report, as well as any estimates or projections for the outcome of events that have not yet occurred at the time of this Current Report. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will” and similar terms and expressions. All forward-looking statements made by Walter Energy are predictions and not guarantees of future performance and are subject to various risks, uncertainties and factors relating to Walter Energy’s operations and business environment, and the progress of its Chapter 11 bankruptcy proceedings, all of which are difficult to predict and many of which are beyond Walter Energy’s control, which could cause Walter Energy’s actual results to differ materially from those matters expressed in or implied by these forward-looking statements. Such factors include, but are not limited to: those described under the “Risk Factors” section and elsewhere in Walter Energy’s most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), including its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015, which are available on Walter Energy’s website at www.walterenergy.com and on the SEC’s website at www.sec.gov; unfavorable economic, financial and business conditions; risks and uncertainties relating to the bankruptcy filing by Walter Energy, including, but not limited to, (i) Walter Energy’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 case, including maintaining strategic control as debtor-in-possession, (ii) the ability of Walter Energy and its subsidiaries to negotiate, develop, confirm and consummate a plan of reorganization, (iii) the effects of Walter Energy’s bankruptcy filing on Walter Energy and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 case as well the outcome of all other pending litigation and the outcome of the Chapter 11 case in general, (v) the length of time that Walter Energy will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings, (vi) risks associated with third party motions in the Chapter 11 case, which may interfere with Walter Energy’s ability to confirm and consummate a plan of reorganization, (vii) the potential adverse effects of the Chapter 11 proceedings on Walter Energy’s liquidity or results of operations, and (viii) increased advisory costs to execute Walter Energy’s reorganization; the impact of the NYSE’s suspension of trading and commencement of delisting proceedings on the liquidity and market price of Walter Energy’s common stock and on Walter Energy’s ability to access the public capital markets; the uncertainty that any trading market for Walter Energy’s common stock will exist or develop in the over-the-counter markets; and other risks and uncertainties. Forward-looking statements made by Walter Energy in this Current Report and the related exhibits, or elsewhere, speak only as of the date on which the statements were made. 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 does not undertake any obligation to publicly update or review any forward-looking statements except as may be required by law, whether as a result of new information, future developments or otherwise. In light of these risks and uncertainties, readers should keep in mind that the

events referenced by any forward-looking statements made in this Current Report or the related exhibits may not occur and should not place undue reliance on any forward-looking statements.

Walter Energy cautions that the trading in its securities during the pendency of Chapter 11 proceedings is highly speculative and poses substantial risks. A joint plan of reorganization could result in Walter Energy’s outstanding common stock being diluted or extinguished, and the holders of Walter Energy’s common stock may not receive any distribution or other favorable treatment within the Chapter 11 proceedings or pursuant to any confirmed plan of reorganization based on any securities held. Accordingly, Walter Energy’s future performance and financial results may differ materially and/or adversely from those expressed or implied in any forward-looking statements made by Walter Energy in this Current Report.

Item 9.01.Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release, dated December 7, 2015

SIGNATURES

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.

	WALTER ENERGY, INC.
Date: December 7, 2015	By:	/s/ Earl H. Doppelt
		Earl H. Doppelt, Executive Vice President,
		General Counsel and Secretary

EX-99.1

For media:

William Stanhouse, 205-745-2664

william.stanhouse@walterenergy.com

or

Ruth Pachman, 212-521-4891

Kekst and Company

ruth.pachman@kekst.com

Walter Energy Announces CCAA Filing to Pursue Sale of Walter Canada Assets

BIRMINGHAM, AL - December 7, 2015 - Walter Energy, Inc. (OTC Pink:WLTG) (“Walter Energy” or the “Company”) today announced that its wholly-owned subsidiary Walter Energy Canada Holdings, Inc., the holding company for the Company’s Canadian operations and Canadian subsidiaries (collectively, “Walter Canada”), has obtained creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) pursuant to an Initial Order granted on December 7, 2015 by the Supreme Court of British Columbia located in Vancouver, B.C. (the “Court”).

The CCAA filing is intended to facilitate ongoing operations while Walter Canada pursues a marketing process for its Canadian assets and for its holdings in the United Kingdom, including assets owned by United Kingdom subsidiaries of Walter Canada (“Walter United Kingdom”). Walter Canada, Walter United Kingdom and their assets were not part of the U.S. chapter 11 filing and are not included in the asset purchase agreement that the Company entered into on November 5, 2015.

Under the terms of the Initial Order, KPMG will serve as the Court-appointed Monitor of Walter Canada. Details of the CCAA filing and related matters will soon be available on the Monitor’s website, www.kpmg.com/ca/walterenergycanada.

Under the CCAA proceedings, it is expected that Walter Canada’s operations will continue uninterrupted in the ordinary course of business. Walter Canada’s Canadian and UK-based mines are currently idled as a result of market conditions. Obligations incurred after the filing date, including obligations to employees and key suppliers of goods and services, will be paid on an ongoing basis.

On July 15, 2015, Walter Energy and its U.S. subsidiaries filed for relief under chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Northern District of Alabama. On November 5, 2015, Walter Energy entered into an asset purchase agreement with a newly formed entity capitalized and owned by members of the Company’s senior lender group, pursuant to which the new company will acquire substantially all of Walter Energy’s Alabama assets. Osler, Hoskin & Harcourt LLP has served as Walter Energy’s and Walter Canada’s legal advisor in Canada.

About Walter Canada

Walter Canada’s operations consist of three surface mines: the Wolverine Mine, the Brule Mine and the Willow Creek Mine.

The Wolverine Mine, located approximately 15 miles south of Tumbler Ridge, British Columbia, is an open-pit metallurgical coal mine with a coal processing plant and a rail load-out facility capable of handling 2.0-2.5 million metric tons per year. The mine produces premium metallurgical coal.

The Brule Mine is an open pit metallurgical coal mine and produces a premium low volatile pulverized coal injection (PCI) product. Coal from Brule is transported by truck to the Willow Creek Mine for processing and shipping.

The Willow Creek Mine is an open-pit metallurgical coal mine with a coal processing plant and a rail load-out facility. The Willow Creek Mine produces both metallurgical and coal used for pulverized injection purposes. The coal reserves are comprised of an estimated one-third metallurgical coal and two-thirds low-volatile pulverized coal (PCI).

About Walter Energy United Kingdom

Walter Energy’s UK operation consists of the Aberpergwm Mine, an underground development mine located near the town of Neath in South Wales. The mine produces anthracite coal, which can be sold as a low-volatile PCI coal, and other products used for domestic purposes.

About Walter Energy

Walter Energy is a leading metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas, with operations in the United States, Canada and the United Kingdom. For more information about Walter Energy, please visit www.walterenergy.com.