ST. LOUIS, Nov. 28, 2012 /PRNewswire/ -- Armstrong Energy, Inc. ("Armstrong") announced today that it intends, subject to market conditions, to offer $200 million aggregate principal amount of senior secured notes due 2019 (the "Notes") in a private offering. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act of 1933, as amended (the "Securities Act").
Armstrong intends to use the net proceeds of the Notes offering to repay all amounts currently outstanding under its existing senior secured credit facility and the remainder for general corporate purposes, including capital expenditures and potential reserve acquisitions.
The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Armstrong has agreed to file a registration statement with respect to a registered exchange offer for the Notes or to file a shelf registration statement providing for the resale of the notes.
This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes 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.
Armstrong is a diversified producer of low chlorine, high sulfur thermal coal from the Illinois Basin, with both surface and underground mines. Armstrong controls approximately 326 million tons of proven and probable coal reserves in Western Kentucky and currently operates seven mines. Armstrong also owns and operates three coal processing plants, a rail loadout facility and a dock facility (located on the Green River) which support its mining operations.
Cautionary Statement about Forward-Looking Statements
This press release contains forward-looking statements regarding a proposed private offering. These statements are based on assumptions, estimates and information available at the time of this press release and are not guarantees of future outcomes. Several factors may cause actual outcomes to differ materially from the forward-looking statements, including, among others, whether or not we will ultimately offer the Notes or consummate the offering, and if we do, the terms of the Notes and the offering. Actual outcomes could differ materially from those expressed in, or implied by, the forward-looking statements. We can give no assurances that any of the outcomes anticipated by the forward-looking statements will occur or, if any of them does, what impact they will have on our results of operations and financial condition. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update this press release to reflect events or circumstances after the date hereof.
SOURCE Armstrong Energy, Inc.