Murray Energy Corporation Announces Amended Terms of Tender Offer and Agreement with Bondholders to Consent and Tender
ST. CLAIRSVILLE, Ohio, March 30, 2015 /PRNewswire/ -- Murray Energy Corporation ("Murray Energy" or the "Company") today announced that it will amend the terms of its previously announced cash tender offer (the "Amended 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 Amended Tender Offer, the Company is separately amending its previously announced consent solicitation (the "Amended Consent Only Offer") relating to the indentures governing the 2013 Notes and the 2014 Notes (together, the "Indentures").
In addition, Murray Energy announced that a large majority of holders of the outstanding aggregate principal amount of each of the 2013 Notes and the 2014 Notes have agreed to tender their Notes pursuant the terms of the Amended Tender Offer and consent to the proposed amendments to the Indentures pursuant to the Amended Consent Only Offer.
Information about the Amended Tender Offer
Pursuant to the terms of the Amended 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, the "Early Tender Deadline"), and whose 2013 Notes are accepted for payment by the Company, will receive $1,109.70 per $1,000 principal amount of 2013 Notes, which is equal to (i) $1,059.70 per $1,000 principal amount of 2013 Notes validly tendered and accepted for payment plus (ii) an early tender payment of $50.00 per $1,000 principal amount of 2013 Notes validly tendered and accepted for 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 $1,178.70 per $1,000 principal amount of 2014 Notes, which is equal to (i) $1,128.70 per $1,000 principal amount of 2014 Notes validly tendered and accepted for payment plus (ii) an early tender payment of $50.00 per $1,000 principal amount of 2014 Notes validly tendered and accepted for payment.
Information about the Amended Consent Only Offer
Pursuant to the terms of the Amended Consent Only Offer, the consent solicitation will be conditioned on, among other things, the tender and the acceptance for payment by Murray Energy of any and all of the then outstanding 2013 Notes and 2014 Notes validly tendered in the Amended Tender Offer prior to the Early Tender Deadline and not validly withdrawn, and payment of tender consideration no less than the applicable tender consideration set forth above.
Additional Information
Copies of the Amended Offer to Purchase, Amended Letter of Transmittal, the Amended Consent Solicitation Statement, the Amended Letter of Consent and other related documents (the "Offer Documents") may be obtained, starting on March 30, 2015, from D.F. King & Co., Inc., the Information and Tender Agent for the Amended Tender Offer and the Information and Tabulation Agent for the Amended 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 Amended Tender Offer and Amended Consent Only Offer and the procedures for tendering Notes and consenting to the proposed amendments to the Indentures. Any persons with questions regarding the Amended Tender Offer or Amended 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 Amended Tender Offer and the Solicitation Agents for the Amended Consent Only Offer.
IMPORTANT NOTE
This press release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of consent, 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. No recommendation is being made as to whether holders of Notes should tender their Notes or consent to the proposed amendments to the Indentures. 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 closings of the Amended Tender Offer and Amended Consent Only Offer are each subject to the satisfaction or waiver of several conditions discussed in the Offer Documents.
SOURCE Murray Energy Corporation
Related Links
http://www.murrayenergycorp.com
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