-----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, APqB7uLs3onmlr8jdycjGIVo4j4xzF2xOKEAqPiqvzI8M+aE7df62mIPfurJeM8S TzN2+uDS2D5b1NLpec347g== 0001104659-10-024675.txt : 20100503 0001104659-10-024675.hdr.sgml : 20100503 20100503165521 ACCESSION NUMBER: 0001104659-10-024675 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100428 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100503 DATE AS OF CHANGE: 20100503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Walter Energy, Inc. CENTRAL INDEX KEY: 0000837173 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 133429953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13711 FILM NUMBER: 10793709 BUSINESS ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8138714811 MAIL ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. STREET 2: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: WALTER INDUSTRIES INC /NEW/ DATE OF NAME CHANGE: 19950207 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBOROUGH HOLDINGS CORP DATE OF NAME CHANGE: 19910814 8-K 1 a10-9079_18k.htm 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):  April 28, 2010

 


 

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.)

or organization)

 

 

 

 

 

4211 W. Boy Scout Boulevard

Tampa, Florida 33607

(813) 871-4811

(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 from 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 8.01               Other Events

 

On April 28, 2010, Walter Energy, Inc. (the “Company”) issued a press release announcing several key steps in its execution of a long-term strategy for expanded coking coal and natural gas production, including the acquisition of Highmount Exploration and Production, LLC’s Alabama natural gas assets for approximately $210 million in cash. These natural gas assets are located adjacent to the Company’s current underground mining and coal bed methane operations. The Company also announced the execution of a non-binding letter of intent with Chevron Mining, Inc. to lease approximately 52 million tons of Blue Creek coking coal reserves and acquire its North River steam coal mine. The Company also announced it had signed a letter of intent to lease approximately 22 million tons of Blue Creek coal adjacent to the Chevron reserves. The Company also announced the opening of Walter Minerals’ Reid School Mine in May 2010 which is expected to produce 0.2 million tons of high quality coking coals annually over a three year period, with one-half of the production to be used by Walter Coke and the remainder to be sold in the open market.   A copy of the press release announcing these initiatives is attached hereto as Exhibit 99.1.

 

Forward-Looking Statements. This report contains, in addition to statements of historical fact, certain forward-looking statements. These forward-looking statements may involve a number of risks and uncertainties. Actual results could differ from those currently anticipated due to a number of factors. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to various risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, and could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements, including the timing to consummate the proposed transactions and the satisfaction of a condition to closing of any of the proposed transactions. See also the “Risk Factors” in our 2009 Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission available at the Securities and Exchange Commission’s web site at www.sec.gov. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or our anticipated results. We do not intend to, update or revise the forward-looking statements except as may be required by law.

 

Item 9.01               Financial Statements and Exhibits

 

(d)

 

Exhibits

 

 

 

99.1

 

Press Release dated April 28, 2010, Walter Energy Announces Alabama Expansion Initiatives

 

2



 

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: May 3, 2010

By:

/s/ Catherine C. Bona

 

 

Catherine C. Bona, Vice President

 

 

interim General Counsel and Secretary

 

3


EX-99.1 2 a10-9079_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Walter Energy, Inc.

P.O. Box 20608

Tampa, Florida 33622-0608

 

 

www.walterenergy.com

 

 

FOR IMMEDIATE RELEASE

Press Release

April 28, 2010

 

 

Investor Contact: Mark H. Tubb

Vice President - Investor Relations

813.871.4027

mtubb@walterenergy.com

Media Contact: Michael A. Monahan

Director - Corporate Communications

813.871.4132

mmonahan@walterenergy.com

 

WALTER ENERGY ANNOUNCES ALABAMA EXPANSION INITIATIVES

 

Announces Purchase Agreement to Acquire HighMount Exploration and Production Alabama LLC’s Natural Gas Assets for $210 Million

 

Signs Non-Binding Letter of Intent to Lease Approximately 52 Million Tons of Blue Creek Coking Coal Reserves and Acquire Existing North River Mine from Chevron Mining, Inc.

 

Agrees to Lease Additional 22 Million Tons of Blue Creek Coking Coal Reserves in Separate Transaction

 

Begins Startup of Walter Minerals’ Reid School Metallurgical Coal Mine

 

(TAMPA, Fla.) - Walter Energy (NYSE: WLT), a leading U.S. producer and exporter of premium hard coking coal for the global steel industry, announced today several key steps in its execution of a long-term strategy for expanded coking coal production.

 

“Today’s announcements truly set the stage for the next evolution of Walter Energy,” said Joe Leonard, interim Chief Executive Officer of Walter Energy. “We are thrilled at the opportunities these initiatives present to grow our reserve base and production footprint in Alabama and we will continue to explore opportunities to grow our natural resources and energy enterprise.”

 

Agrees to Acquire HighMount Exploration & Production LLC’s Alabama Coal Bed Methane Operations

 

The Company announced that Walter Natural Gas, LLC, a wholly owned subsidiary, has entered into a definitive purchase agreement to acquire the Alabama natural gas interests of HighMount Exploration and Production LLC, for approximately $210 million in cash. The transaction is expected to close in the second quarter 2010 and is subject to a number of customary closing conditions.

 

“Acquisition of these gas assets is extremely important to Walter Energy’s coal production growth strategy, helping to ensure that future coal production areas are properly degasified, thereby improving safety and operational efficiency,” said Walter Energy President and Chief Operating Officer George R. Richmond. “In addition, on a stand-alone basis, the assets provide long-life, low-cost production, stable cash flows and are complementary to our existing gas business.”

 



 

The acquisition includes HighMount’s Alabama coal bed methane operations, including approximately 1,300 existing conventional gas wells, pipeline infrastructure and related equipment located adjacent to the Company’s existing underground mining and coal bed methane business located in Tuscaloosa County, Alabama. Current proven reserves are approximately 190 bcf (billion cubic feet), with current annual coal bed methane production of 8.5 bcf. The purchase price equates to approximately $1.10 per mcf of proven reserves, and the acquisition is expected to be accretive to Walter Energy’s 2010 earnings. The acquisition more than doubles the Company’s annual coal bed methane production to over 14 bcf. Approximately 50 of HighMount’s Alabama employees are expected to join the Company upon closing of the transaction.

 

Signs Letter of Intent to Lease Chevron Mining, Inc.’s Blue Creek Coal Reserves; Acquire North River Mine

 

Walter Energy has signed a non-binding letter of intent to lease approximately 52 million tons of Blue Creek coking coal reserves in Tuscaloosa County, Alabama and acquire the existing North River steam coal mine in Fayette County and Tuscaloosa County, Alabama from Chevron Mining, Inc., a subsidiary of Chevron Corporation.

 

“Chevron’s Blue Creek reserves are high-quality, high-vol coking coal and, if consummated, this acquisition gives us opportunities to blend this coal with coal from our No. 7 Mine to make an outstanding hard coking coal product, similar to that from our No. 4 mine,” said Richmond.

 

“We are optimistic that we will be able to consummate this transaction in the near term,” said Leonard. “With this transaction, we are rapidly closing in on the last remaining reserves of coal from Alabama’s Blue Creek seam and some of the highest quality coking coal in the world.”

 

The transaction with Chevron Mining, Inc. is subject to a number of conditions, including, but not limited to, the negotiation and execution of a definitive purchase and sale agreement, completion of due diligence, approval of the transactions by the boards of directors of Walter Energy and Chevron Mining, Inc. and the receipt of required third party consents and approvals. Accordingly, there can be no assurance whether or when this transaction will be completed.

 

Adds Additional Blue Creek Coal Reserves

 

In a separate transaction, Walter Energy said that it has signed a letter of intent to lease approximately 22 million tons of Blue Creek coking coal reserves, which are adjacent to the Chevron reserves and are of similar quality. Terms of the lease, including royalty rates, are consistent with existing lease agreements. These reserves are just to the north of the 32 million tons of reserves the Company leased in late 2008.

 

Opens Walter Minerals’ Reid School Coking Coal Surface Mine

 

Finally, the Company announced that Walter Minerals’ Reid School Mine would begin production in May 2010. The mine has approximately 0.6 million tons of high quality, high-vol coking coal reserves and is expected to produce 0.2 million tons of annual production over the next three years. Approximately half of the production will be used by Walter Coke and the remainder will be sold in the open market. The Reid School Mine is located in Blount County, Alabama and will employ approximately 45 people.

 

Conference Call Web Cast

 

Interim Chief Executive Officer Joe Leonard, President and Chief Operating Officer George R. Richmond and interim Chief Financial Officer Lisa A. Honnold will discuss these transactions, Walter Energy’s first quarter results, its outlook and other general business matters during a conference call and live Web cast to be held on Thursday, April 29, 2010, at 9 a.m. Eastern Daylight Time. To listen to the event live or in archive, visit the Company Web site at www.walterenergy.com.

 

2



 

About Walter Energy

 

Walter Energy is a leading U.S. producer and exporter of premium hard coking coal for the global steel industry and also produces steam coal and industrial coal, metallurgical coke and coal bed methane gas. The Company has revenues of approximately $1.0 billion and employs approximately 2,000 people. For more information about Walter Energy, please visit the Company Web site at www.walterenergy.com.

 

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, including expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will,” and similar terms and expressions to identify forward-looking statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to various risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements, the risk that a condition to closing of any of the proposed transactions may not be satisfied and the timing to consummate the proposed transactions. The following factors are among those that may cause actual results to differ materially from our forward-looking statements: See also the “Risk Factors” in our 2009 Annual Report on Form 10-K and subsequent filings with the SEC which are currently available on our website at www.walterenergy.com. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us or our anticipated results. We have no duty to, and do 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.

 

- WLT -

 

3


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