Alpha Natural Resources Announces Tender Offer For The 3.250% Convertible Senior Notes Due 2015 Issued By Alpha Appalachia Holdings, Inc. (formerly Massey Energy Company) And Consent Solicitation
BRISTOL, Va., Sept. 27, 2012 /PRNewswire/ -- Alpha Natural Resources, Inc. (NYSE: ANR) ("Alpha"; the "Company") today announced that it and Alpha Appalachia Holdings, Inc. (formerly Massey Energy Company) (the "Issuer" and, together with Alpha, the "Offerors") are commencing a cash tender offer for up to $350 million aggregate principal amount (the "Tender Cap Amount") of the outstanding 3.250% Convertible Senior Notes due 2015 issued by the Issuer (the "Notes"). The tender offer will expire at 11:59 p.m., New York City time, on October 25, 2012, unless extended or terminated earlier (the "Final Expiration Date"). The terms and conditions of the tender offer are described in the Offer to Purchase and Consent Solicitation Statement dated September 27, 2012 (the "Offer to Purchase") and the related Consent and Letter of Transmittal.
Holders must validly tender their Notes prior to an "Early Expiration Date" of 5:00 p.m., New York City time, on October 11, 2012, unless extended or terminated earlier, in order to be eligible to receive the "Total Consideration" of $940 per $1,000 principal amount of Notes, which includes an "Early Tender Payment" of $20 per principal amount of Notes, subject to any proration in the event that the aggregate principal amount of Notes tendered prior to the Early Expiration Date exceeds the Tender Cap Amount. If the Tender Cap Amount is not exceeded at the Early Expiration Date, Holders validly tendering their Notes after the Early Expiration Date but prior to the Final Expiration Date will be eligible to receive $920 per $1,000 principal amount of Notes, which is an amount equal to the Total Consideration less the Early Tender Payment (the "Tender Offer Consideration"), subject to any proration in the event that the aggregate principal amount of Notes tendered prior to the Final Expiration Date (including the aggregate principal amount of any Notes purchased at the Early Settlement Date, as defined below) exceeds the Tender Cap Amount. In addition, payment for Notes purchased will include accrued interest up to but excluding the applicable settlement date, which is expected to be one business day following the Early Expiration Date, in the case of tenders made prior to the Early Expiration Date (the "Early Settlement Date"), or one business day following the Final Expiration Date, in the case of tenders made after the Early Expiration Date but prior to the Final Expiration Date (the "Final Settlement Date"), provided that the conditions to the tender offer have been satisfied or waived.
The tender offer is conditioned upon satisfaction or waiver of certain conditions, including the consummation of an offering by Alpha of one or more series of its senior notes, the net proceeds of which are sufficient to purchase the Notes tendered in the tender offer. Citigroup and Barclays are acting as dealer managers for the tender offer.
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