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): September 19, 2013
Walter Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-13711 |
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13-3429953 |
(State or other jurisdiction of incorporation) |
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Commission File No. |
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(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 registrants 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 8.01 |
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Other Events. |
On September 19, 2013, the Company issued a press release announcing that it increased the size of its previously announced private offering of $350 million aggregate principal amount of senior secured notes due 2019, to $450 million aggregate principal amount of senior secured notes due 2019 with a coupon of 9.500%. For information regarding this matter, the Company hereby incorporates by reference herein the information set forth in its press release, dated September 19, 2013, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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99.1 |
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Press Release, dated September 19, 2013 |
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.
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WALTER ENERGY, INC. | |
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Date: September 20, 2013 |
By: |
/s/ Earl H. Doppelt |
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Name: |
Earl H. Doppelt |
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Title: |
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
SOURCE: Walter Energy
September 19, 2013
Walter Energy Prices $450 Million Private Offering of Senior Secured Notes
BIRMINGHAM, Ala. September 19, 2013 Walter Energy Inc. (Walter Energy) (NYSE: WLT) (TSX: WLT) today announced that it has increased the size of its previously announced offering of $350 million aggregate principal amount of senior secured notes due 2019 to $450 million with a coupon of 9.500% per annum (the Notes). Walter Energy will pay interest on the Notes on April 15 and October 15 of each year, beginning on April 15, 2014. The Notes will be guaranteed by each of Walter Energys current and future wholly-owned domestic restricted subsidiaries that from time to time guarantees any of Walter Energys indebtedness or any indebtedness of any of Walter Energys restricted subsidiaries. The Notes and related guarantees will be secured on a first priority basis by substantially all of the property and assets of Walter Energy and the guarantors. The Notes and related guarantees will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
Walter Energy plans to use the net proceeds of the offering (i) to repurchase up to $250 million of its Term Loan A through a Dutch Auction process and (ii) the remainder for general corporate purposes. To the extent the proposed Dutch Auction is not fully subscribed, the unused portion of the $250 million referred to above for use in the Dutch Auction will be used to repay Term Loan A and Term Loan B on a pro rata basis.
This press release does not constitute an offer to sell, or a solicitation of an offer to sell or buy any securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Walter Energy
Walter Energy is a leading, publicly traded pure-play metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 4,100 employees with operations in the United States, Canada and United Kingdom.
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 are based on information available to management at the time, and they involve judgments and estimates.
Forward-looking statements include expressions such as believe, anticipate, expect, estimate, intend, may, plan, predict, will, and similar terms and expressions. These forward-looking statements are made based on expectations and beliefs concerning future events affecting Walter Energy and are subject to various risks, uncertainties and factors relating to Walter Energys operations and business environment, all of which are difficult to predict and many of which are beyond Walter Energys control, that could cause Walter Energys actual results to differ materially from those matters expressed in or implied by these forward-looking statements. The following factors are among those that may cause actual results to differ materially from Walter Energys forward-looking statements: unfavorable economic, financial and business conditions; the global economic crisis; market conditions beyond Walter Energys control; prolonged decline in the price of coal; decline in global coal or steel demand; prolonged or dramatic shortages or difficulties in coal production; Walter Energy customers refusal to honor or renew contracts; Walter Energys ability to collect payments from its customers; weather patterns and conditions affecting production, geological, equipment and other operational risks associated with mining; availability of adequate skilled employees and other labor relations matters; title defects preventing Walter Energy from (or resulting in additional costs for) mining its mineral interests; availability of licenses, permits, and other authorizations may be subject to challenge; concentration of Walter Energys mineral operations in a limited number of areas subjects Walter Energy to risks; a significant reduction of, or loss of purchases by, Walter Energys largest customers; unavailability of cost-effective transportation for Walter Energys coal; availability, performance and costs of railroad, barge, truck and other transportation; disruptions or delays at the port facilities used by Walter Energy; risks associated with Walter Energys reclamation and mine closure obligations, including failure to obtain or renew surety bonds; inaccuracies in our estimates of coal reserves; estimates concerning economically recoverable coal reserves; significant cost increases and delays in the delivery of raw materials, mining equipment and purchased components; failure to meet project development and expansion targets; risks associated with operating in foreign jurisdictions; significant increase in competitive pressures and foreign currency fluctuations; new laws and regulations to reduce greenhouse gas emissions that impact the demand for Walter Energys coal reserves; greater than anticipated costs incurred for compliance with environmental liabilities or limitations on Walter Energys ability to produce or sell coal; future regulations that may increase Walter Energys costs or limit its ability to produce coal; risks related to Walter Energys indebtedness and its ability to generate cash for its financial obligations; inability to access needed capital; events beyond Walter Energys control may result in an event of default under one or more of its debt instruments; costs related to Walter Energys post-retirement benefit obligations and workers compensation obligations; downgrade in Walter Energys credit rating; adverse rulings in current or future litigations; Walter Energys ability to attract and retain key personnel; Walter Energys ability to identify suitable acquisition candidates to promote growth; Walter Energys ability to successfully integrate acquisitions; Walter Energys exposure to indemnification obligations; and other risks and uncertainties including those described in Walter Energys filings with the SEC. Forward-looking statements made by Walter Energy in this release, or elsewhere, speak only as of the date on which the statements were made. You are advised to read the risk factors in Walter Energys most recently filed Annual Report on Form 10-K and subsequent filings with the SEC, which are available on the SECs website at www.sec.gov. 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 has no duty to, and does 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. All data presented herein is as of the date of this release unless otherwise noted.
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