Murray Energy Corporation Announces Pricing Of $1.3 Billion 11.25% Senior Secured Notes And Results Of Early Tender Offer And Consent Solicitation

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Apr 10, 2015, 01:00 ET

ST. CLAIRSVILLE, Ohio, April 10, 2015 /PRNewswire/ -- Murray Energy Corporation ("Murray Energy" or the "Company") announced today the pricing of its offering of $1.3 billion in aggregate principal amount of 11.25% senior secured notes with a maturity date of April 15, 2021 (the "Senior Secured Notes") to qualified institutional buyers within the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons outside the United States pursuant to Regulation S under the Securities Act. The Senior Secured Notes will be sold at a price equal to 96.856% of their face value.

The Senior Secured Notes will be an obligation of Murray Energy Corporation and will be guaranteed on a senior secured basis by the Company's immediate parent company, Murray Energy Holdings Co., and each of the Company's direct and indirect domestic subsidiaries that guarantee the New Term Loan Facilities (as defined below) and any other future credit facilities.

The Company intends to use the net proceeds from this offering, together with borrowings under its new $2,000 million term loan facilities, to finance the previously announced $1.37 billion acquisition of interests in Foresight Energy GP LLC and Foresight Energy LP (the "Acquisition"), repay its existing term loan facility, and fund the purchase of its Existing Notes (as defined below) pursuant to the Tender Offer (as defined below). The offering is expected to close on April 16, 2015, concurrently with the Acquisition.

The Senior Secured Notes will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Results of Early Tender Offer and Consent Solicitation

The Company also announced today the successful early tender results of its previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding $350 million 8.625% senior secured notes due 2021 (the "2021 Notes") and $400 million 9.50% senior secured notes due 2020 (the "2020 Notes," together with the 2021 Notes, the "Existing Notes") and the receipt of more than a majority of consents from holders of the Existing Notes pursuant to its previously announced consent solicitation (the "Consent Solicitation"). The Company is waiving the Acquisition Condition (as defined in the Offer to Purchase relating to the Tender Offer) with respect to the Tender Offer.

The table below sets forth the results of the Tender Offer, according to information provided by the information and tender agent, D.F. King & Co., Inc., as of the early tender deadline of 5:00 p.m., New York City time, on April 8, 2015 (the "Early Tender Deadline"):

Title of Notes	Principal Amount Outstanding	Amount of Notes Tendered	Approximate Percentage of Notes Tendered
8.625% Senior Secured Notes due 2021	$350,000,000	$341,430,000	97.55%
9.50% Senior Secured Notes due 2020	$400,000,000	$392,755,000	98.19%

Holders tendering after the Early Tender Deadline still have until 11:59 p.m., New York City time, on April 22, 2015 (such time and date, as the same may be extended, the "Expiration Time"), to tender Existing Notes pursuant to the Tender Offer. Holders who validly tender after the Early Tender Deadline but prior to the Expiration Time will receive $1,059.70 per $1,000 principal amount of 2021 Notes and $1,128.70 per $1,000 principal amount of 2020 Notes, but will not receive the early tender payment of $50.00 per $1,000 principal amount of Existing Notes.

This release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to purchase any of the Senior Secured Notes or Existing Notes, nor shall there be any sale of such notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Senior Secured Notes will be made only by means of a private offering memorandum. The Tender Offer and Consent Solicitation are being made solely by the Offer to Purchase, dated March 26, 2015, as amended on March 30, 2015, and the Consent Solicitation Statement, dated April 7, 2015, respectively.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking" statements within the meaning of the federal securities laws. These statements contain words such as "possible," "intend," "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, the ability to achieve synergies, adverse changes in laws including with respect to tax and regulatory matters, risks related to the Acquisition and other risks. There can be no assurance that actual results will not differ from those expected by management of Murray Energy. Murray Energy undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Murray Energy becomes aware of, after the date hereof. The closing of the Acquisition is subject to the satisfaction or waiver of several conditions, including receipt of proceeds from financing activities.

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SOURCE Murray Energy Corporation