Murray Energy Corporation Commences Tender Offer and Consent Solicitation for 8.625% Senior Secured Notes due 2021 and 9.50% Senior Secured Notes due 2020
ST. CLAIRSVILLE, Ohio, March 26, 2015 /PRNewswire/ -- Murray Energy Corporation ("Murray Energy" or the "Company") today announced that it is commencing a cash tender offer (the "Tender Offer") for any and all of its outstanding 8.625% Senior Secured Notes due 2021 (the "2013 Notes") and its outstanding 9.50% Senior Secured Notes due 2020 (the "2014 Notes" and, together with the 2013 Notes, the "Notes"). In connection with the Tender Offer, the Company is separately soliciting consents (the "Consent Only Offer") 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 pursuing the Tender Offer and Consent Only Offer 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.
Information about the Consent Only Offer
The Consent Only Offer will expire at 5:00 p.m., New York City time, on March 31, 2015 (the "Consent Expiration Time"), unless extended or earlier terminated by the Company. Only holders of record of the Notes as of 5:00 p.m., New York City time, on March 13, 2015 are eligible to deliver consents to the Proposed Amendments in the Consent Only Offer.
The Company anticipates that, promptly after receipt of the requisite consents prior to the Consent Expiration Time, the Company and The Bank of New York Mellon, as trustee, will execute and deliver a supplemental indenture with respect to each Indenture (each, a "Supplemental Indenture"). However, neither Supplemental Indenture will become operative until satisfaction of the Acquisition Condition and the Tender Offer Condition (each defined in the Consent Solicitation Statement), whereupon the Proposed Amendments relating to the Notes will apply to all the Notes outstanding, including those held by Holders who did not give their consent to the solicitation. The Acquisition Condition and the Tender Offer Condition may not be waived by the Company.
Information about the Tender Offer
Pursuant to the terms of the Tender Offer, holders of the 2013 Notes who validly tender and do not withdraw their Notes prior to 5:00 p.m., New York City time, on April 8, 2015 (as such time and date may be extended or earlier terminated, the "Early Tender Deadline"), and whose 2013 Notes are accepted for payment by the Company, will receive $1,100 per $1,000 principal amount of 2013 Notes, which is equal to (i) $1,050 per $1,000 principal amount of 2013 Notes validly tendered and accepted for payment (the "2013 Tender Offer Consideration") plus (ii) an early tender payment of $50.00 per $1,000 principal amount of 2013 Notes validly tendered and accepted for payment (the "2013 Early Tender Payment").
Holders of the 2014 Notes who validly tender and do not withdraw their 2014 Notes prior to the Early Tender Deadline, and whose 2014 Notes are accepted for payment by the Company, will receive $1,150 per $1,000 principal amount of 2014 Notes, which is equal to (i) $1,100 per $1,000 principal amount of 2014 Notes validly tendered and accepted for payment (the "2014 Tender Offer Consideration" and, together with the 2013 Tender Offer Consideration, the "Tender Offer Consideration") plus (ii) an early tender payment of $50.00 per $1,000 principal amount of 2014 Notes validly tendered and accepted for payment (the "2014 Early Tender Payment" and, together with the 2013 Early Tender Payment, the "Early Tender Payment").
Accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all Notes validly tendered and accepted for payment.
The Tender Offer is scheduled to expire at 11:59 p.m. New York City time, on April 22, 2015, unless extended or earlier terminated (the "Tender Expiration Date"). Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on April 8, 2015, unless such time is extended by the Company (the "Withdrawal Deadline"). Tenders of Notes may not be withdrawn after the Withdrawal Deadline except to the extent required by applicable law. Holders of Notes that are validly tendered after the Early Tender Deadline and on or prior to the Tender Expiration Date, and accepted for payment, will receive only the Tender Offer Consideration and not the Early Tender Payment.
Additional Information
Copies of the Offer to Purchase, the Letter of Transmittal, the Consent Solicitation Statement, the Letter of Consent and other related documents (the "Offer Documents") may be obtained from D.F. King & Co., Inc., the Information and Tender Agent for the Tender Offer and the Information and Tabulation Agent for the Consent Only Offer, at (877) 283 0316 (toll free). Holders of the Notes are urged to review the Offer Documents for the detailed terms of the Tender Offer and Consent Only Offer and the procedures for tendering Notes and consenting to the Proposed Amendments. Any persons with questions regarding the Tender Offer or Consent Only Offer should contact 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), the Dealer Managers for the Tender Offer and the Solicitation Agents for the Consent Only Offer.
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 tender their Notes or consent to the Proposed Amendments. The Tender Offer and 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 an 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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