Compliance Memo
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Date:
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To:
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From:
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Subject:
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Issuer Name + CUSIP
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Walter Energy – 93317QAE5
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Trade Date
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March 22, 2013
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List of Underwriters
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Joint Book-Running Managers:
Morgan Stanly, Barclays, BofA Merrill Lynch, Citigroup, Credit Agricole CIB
Senior Co-Managers:
Scotiabank, J.P. Morgan, Natixis
Co-Managers:
BB&T Capital Markets, Comerica Securities, Goldman Sachs & Co., ING, Mitsubishi UFJ Securities, Mizuho Securities, Raymond James, RBC Capital Markets, Regions Securities LLC, TD Securities.
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Was the security: 33 Act Registration, Eligible Municipal Security, Eligible Government Offering, Foreign Offering, or Eligible 144A Offering
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Yes – Eligible 144A Offering
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Was security offered under a firm commitment underwriting (Must be ‘YES’)
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Yes
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Is an affiliated b/d a Sr. Manager or Co-Manager?
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Yes
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If yes, did the affiliate benefit directly or indirectly (Must be NO)
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No
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Name of Affiliate:
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Natixis Securities America
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Underwriter (s) or Dealer(s) from Whom Purchased (Non-affiliates):
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MSCO: Morgan Stanley
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Sector or Industry:
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Diversified Metals and Mining
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Date of First Offering:
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March 27, 2013
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Ratings:
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Moodys: B3 S&P: B
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Maturity Date:
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04/15/2021
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Coupon:
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8.5%
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Unit Price:
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100% and accrued interest, if any.
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Gross Underwriting Spread
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1.715%
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Gross Spread as a % of Price:
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1.715%
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Yield:
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8.5%
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Yield to Maturity
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7.96% as of 04/04/2013
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Principal Amount of Offering:
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$450,000,000
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Subordination Features:
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pari passu in right of payment with all of the Issuer’s
and the guarantors’ existing and future senior indebtedness;
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Years of Continued Operation:
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25+
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The adviser attests that the commission, spread or profit with respect to the transaction described is reasonable and fair compared to the commissions, spread or profit received by others in connection with the underwritings of similar securities during a comparable period of time.
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The adviser attests that the Total Percentage Purchased by adviser including all funds and private advisory accounts over which adviser has investment discretion did not exceed 25%. [If an eligible 144A offering, must be less than 25% of the 144A offering plus any concurrent public offering] PLEASE INDICATE PERCENTAGE
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1%
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LIST EACH PARTICIPATING FUND
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Percent of Offering
Purchased by Fund
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Dollar Value of Offering
Purchased by Fund
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Oakmark Equity & Income Fund
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1.1%
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$5,000,000
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Total Purchased for Oakmark Funds which Harris Associates L.P. manages
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1.1%
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$5,000,000
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Total Percent Purchased by all Funds and private advisory accounts over which Harris Associates L.P. has investment discretion.
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1.1%
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$5,000,000
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