Murray Energy Corporation Announces Consent Solicitation for 8.625% Senior Secured Notes due 2021 and 9.50% Senior Secured Notes due 2020
ST. CLAIRSVILLE, Ohio, March 16, 2015 /PRNewswire/ -- Murray Energy Corporation ("Murray Energy" or the "Company") today announced that it will solicit consents from holders of its outstanding 8.625% Senior Secured Notes due 2021 (the "2013 Notes") and from holders of its outstanding 9.50% Senior Secured Notes due 2020 (the "2014 Notes" and, together with the 2013 Notes, the "Notes") to approve amendments (the "Proposed Amendments") to the indenture relating to the 2013 Notes and the indenture relating to the 2014 Notes (together, the "Indentures").
The Company is seeking the consent of holders to the Proposed Amendments in order to facilitate the implementation of changes to its capital structure in connection with the acquisition of interests in Foresight Energy GP LLC and Foresight Energy LP (the "Acquisition"), and to provide the Company with additional operational flexibility following the Acquisition. In particular, the Proposed Amendments will allow the incurrence of additional secured indebtedness in order to finance and facilitate the Acquisition.
Murray Energy will make a cash payment of $50.00 per $1,000 in aggregate principal amount of 2013 Notes and $75.00 per $1,000 in aggregate principal amount of 2014 Notes held by each holder of such Notes as of the Record Date (as defined below) who has validly delivered the applicable consent at or prior to the Expiration Time (as defined below) and who has not validly revoked such consent before the Effective Time (the "Consent Fee"), if the conditions set forth in the Consent Solicitation Statement, dated March 16, 2015 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement") have been satisfied with respect to such Notes or, where possible, waived. These conditions include the receipt of valid consents (which consents have not been properly revoked) with respect to a majority in aggregate principal amount of the outstanding 2013 Notes or 2014 Notes, as applicable, not owned by Murray Energy or any affiliate of Murray Energy (the "Requisite Consents") prior to the expiration of the applicable Solicitation Period. A portion of the applicable Consent Fee is contingent on the consummation of the Acquisition.
The Company anticipates that, promptly after receipt of the Requisite Consents prior to the Expiration Time, the Company and The Bank of New York Mellon, as trustee, will execute and deliver a supplemental indenture with respect to the Indenture governing the 2013 Notes and/or the Indenture governing the 2014 Notes, as applicable (each, a "Supplemental Indenture"). However, neither Supplemental Indenture will become operative until consummation of the Acquisition, whereupon the Proposed Amendments relating to the 2013 Notes and/or 2014 Notes, as applicable, will apply to all the 2013 Notes and/or 2014 Notes, as applicable, that are outstanding, including those held by Holders who did not give their consent to such solicitation. Non-consenting Holders will not receive any Consent Fee.
Each of the consent solicitations will expire at 5:00 p.m., New York City time, on March 24, 2015 (such date and time, as the same may be extended by the Company from time to time, the "Expiration Time"). Only holders of record of the Notes as of 5:00 p.m., New York City time, on March 13, 2015 (the "Record Date") are eligible to deliver consents to the Proposed Amendments in the consent solicitations.
Each consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement and the accompanying consent letter. The Company may, in its sole discretion, terminate, extend or amend either consent solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement, the consent letter and other related documents may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent, at (877) 283 0316 (toll free). Holders of the Notes are urged to review the Consent Solicitation Statement and the consent letter for the detailed terms of the consent solicitations and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the consent solicitations should contact the Solicitation Agents: Deutsche Bank Securities Inc. at (212) 250-7527 (collect) or (855) 287-1922 (toll free) or Goldman, Sachs & Co. at (212) 902-6941 (collect) or (800) 828-3182 (toll free).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. No recommendation is being made as to whether holders of Notes should consent to the Proposed Amendments. The solicitations of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
IMPORTANT NOTE
This press release does not constitute an offer to sell or the solicitation of offer to buy any securities, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release contains "forward-looking" statements within the meaning of the federal securities laws. These statements contain words such as "possible," "intend," "plan," "will," "if" and "expect" and can be impacted by numerous factors, including risks relating to the securities markets generally, the impact of adverse market conditions affecting business of Murray Energy, adverse changes in laws including with respect to tax and regulatory matters and other risks. There can be no assurance that actual results will not differ from those expected by management of Murray Energy. Murray Energy does not undertake any obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Murray Energy become aware of, after the date hereof. The closing of the transaction is subject to the satisfaction or waiver of several conditions, including receipt of proceeds from the financing activities.
SOURCE Murray Energy Corporation
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