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Delaware
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1221
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81-3015061
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
(423) 573-0300
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Kevin S. Crutchfield
Chief Executive Officer
Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
(423) 573-0300
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
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Copies to:
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|
|||
William L. Taylor
Byron B. Rooney
Lee Hochbaum
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
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Mark M. Manno
Executive Vice President, Chief Administrative and Legal Officer and Secretary
Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
Telephone: (423) 573-0300
Facsimile: (423) 573-0446
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Andrew B. McCallister, Esq.
SVP, Secretary and General Counsel
ANR, Inc.
Alpha Natural Resources Holdings, Inc.
636 Shelby Street, 3rd Floor
Bristol, Tennessee 37620
Telephone: (423) 574-5100
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Mark D. Wood
Jonathan D. Weiner
Martin Q. Ruhaak
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
Telephone: (212) 940-8800
Facsimile: (212) 940-8776
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
ý
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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CALCULATION OF REGISTRATION FEE
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Title Of Each Class
Of Securities To Be Registered
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Amount
To Be
Registered(1)
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Proposed Maximum Aggregate Offering Price(2)
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Amount Of
Registration Fee(3)(4)
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Common Stock, $0.01 par value
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9,005,888
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$687,573,612.60
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$64,010.75
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(1)
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Represents the maximum number of shares of Contura common stock estimated to be issuable upon completion of the mergers, as described in the joint proxy statement and prospectus included herein, equal to the product of (a) the sum of (i) 4,223,290 shares of common stock, par value $0.01 per share, of Holdings, outstanding as of June 1, 2018, (ii) 15,907,752 shares of Class C-1 common stock, par value $0.01 per share, of ANR, outstanding as of June 1, 2018, (iii) 110,612, which is the maximum number of shares of Class C-1 common stock of ANR that may become issuable prior to the completion of the mergers pursuant to the settlement of ANR restricted stock units, issued and reserved for outstanding awards under the ANR 2017 Equity Incentive Plan (“2017 Equity Plan”) as of June 1, 2018 and (iv) 1,880,402 shares of Class C-1 common stock of ANR, which is the maximum number of shares of Class C-1 common stock of ANR that may be converted from options to purchase Class C-1 common stock of ANR issued and reserved for outstanding awards under the 2017 Equity Plan as of June 1, 2018, and (b) an exchange ratio of 0.4071.
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(2)
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Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(f)(1), (f)(2) and (f)(3) and 457(c) of the Securities Act. The proposed maximum aggregate offering price of the registrant’s common shares was calculated based on the market value of the common stock of Holdings and ANR (the securities to be canceled in the mergers) as follows: the sum of (a) $130,921,990, the product of (i) $31.00, the average of the high and low prices per share of the common stock of Holdings quoted over the counter as reported by the OTC Markets on August 13, 2018 and (ii) 4,223,290, the maximum number of shares of Holdings common stock that may be canceled in the mergers as of June 1, 2018, (b) $494,731,087.20, the product of (i) $31.10, the average of the high and low prices per share of Class C-1 common stock of ANR quoted over the counter as reported by the OTC Markets on August 13, 2018 (“ANR Stock Trading Price”) and (ii) 15,907,752, the maximum number of shares of Class C-1 common stock of ANR that may be canceled in the mergers as of June 1, 2018, (c) $3,440,033.20, the product of (i) the ANR Stock Trading Price and (i) 110,612, the maximum number of shares of Class C-1 common stock of ANR that may become issuable prior to the completion of the mergers pursuant to the settlement of ANR restricted stock units issued and reserved for outstanding awards under the 2017 Equity Plan as of June 1, 2018 and (d) $58,480,502.20, the product of (i) the ANR Stock Trading Price and (ii) 1,880,402, the maximum shares of Class C-1 common stock of ANR that may be converted from options to purchase Class C-1 common stock of ANR issued and reserved for outstanding awards under the 2017 Equity Plan as of June 1, 2018.
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(3)
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Calculated pursuant to Section 6(b) of the Securities Act and SEC Fee Advisory #1 for Fiscal Year 2018 at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price.
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(4)
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Pursuant to Rule 457(p) of the Securities Act, the registration fee is offset by the unutilized registration fee of $21,592.17 previously paid by the registrant in connection with its registration statement on Form S-1 (File No. 333-217766).
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1.
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Adoption of the Agreement and Plan of Merger, dated as of April 29, 2018, by and among ANR, Alpha Natural Resources Holdings, Inc. (“Holdings”), Contura Energy, Inc., Prime Acquisition I, Inc., and Prime Acquisition II, Inc. (“MergerSub2”), as such agreement may be amended from time to time (the “Merger Agreement”), a copy of which is attached as
Annex A
to this joint proxy statement and prospectus, as it relates to the merger of MergerSub2 with and into ANR (the “ANR Merger”), with ANR as the surviving corporation of the ANR Merger (the “ANR Merger Proposal”); and
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2.
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Approval of one or more adjournments of the ANR Special Meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the ANR Merger Proposal (the “ANR Adjournment Proposal”) if there are not otherwise sufficient votes to approve the proposal.
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By Order of the Board of Directors,
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David J. Stetson
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Chairman of the Board and Chief Executive Officer
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Bristol, Tennessee
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[●]
, 2018
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1.
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Adoption of the Agreement and Plan of Merger, dated as of April 29, 2018, by and among ANR, Inc. (“ANR”), Holdings, Contura Energy, Inc., Prime Acquisition I, Inc. (“MergerSub1”) and Prime Acquisition II, Inc., as such agreement may be amended from time to time (the “Merger Agreement”), a copy of which is attached as
Annex A
to the joint proxy statement and prospectus, as it relates to the merger of MergerSub1 with and into Holdings (the “Holdings Merger”), with Holdings as the surviving corporation of the Holdings Merger (the “Holdings Merger Proposal”); and
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2.
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Approval of one or more adjournments of the Holdings Special Meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the Holdings Merger Proposal (the “Holdings Adjournment Proposal”) if there are not otherwise sufficient votes to approve the proposal.
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By Order of the Board of Directors,
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David J. Stetson
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Chairman of the Board and Chief Executive Officer
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Bristol, Tennessee
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[●]
, 2018
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Page Number
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Q:
|
Why am I receiving this joint proxy statement and prospectus?
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A:
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The boards of directors of Holdings and ANR are using this joint proxy statement and prospectus to solicit proxies of Alpha stockholders pursuant to the Agreement and Plan of Merger, dated as of April 29, 2018 (as amended from time to time, the “merger agreement”), among ANR, Holdings, Contura, MergerSub1 and MergerSub2, providing, among other things, that, upon the terms and subject to the conditions set forth in the merger agreement, MergerSub1, a wholly owned subsidiary of Contura, will merge with and into Holdings (the “Holdings merger”), and MergerSub2, a wholly owned subsidiary of MergerSub1, will merge with and into ANR (the “ANR merger” and together with the Holdings merger, the “mergers”).
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Q:
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What are Alpha stockholders entitled to receive in the mergers?
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A:
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If the mergers are completed, each share of common stock, par value $0.01 per share, of Holdings (“Holdings common stock”) and each share of Class C-1 common stock, par value $0.01 per share, of ANR (“Class C-1 common stock”), in each case outstanding immediately prior to the effective times of the mergers (other than shares held directly by Holdings, ANR or Contura and shares held by any holder of Holdings common stock or Class C-1 common stock with respect to which appraisal rights have been properly demanded and not properly withdrawn) will be converted into the right to receive 0.4071 (the “exchange ratio”) fully paid and nonassessable shares of Contura common stock. All shares of Class C-2 common stock, par value $0.01 per share, of ANR (“Class C-2 common stock” and together with the Class C-1 common stock, the “ANR common stock”) and all shares of Holdings common stock and Class C-1 common stock held by Holdings, ANR or Contura will be canceled for no consideration in connection with the mergers. No fraction of a share of Contura common stock will be issued in the mergers and instead holders of Holdings common stock or Class C-1 common stock who would otherwise be entitled to receive a fraction of a share of Contura common stock will receive an amount in cash, as further described under “The Merger Agreement—Merger Consideration” beginning on page 147.
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Q:
|
When and where will the special meetings of the Alpha stockholders be held?
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A:
|
The special meeting of ANR stockholders (the “ANR special meeting”) will be held at [●] on [●], 2018 at [●] [a.m.][p.m.] local time. The special meeting of Holdings stockholders (the “Holdings special meeting” and each of the ANR
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Q:
|
What are Alpha stockholders voting to approve and why is this approval necessary?
|
A:
|
ANR stockholders are being asked to approve (i) a proposal to adopt the merger agreement as it relates to the ANR merger (the “ANR merger proposal”), and (ii) a proposal to approve one or more adjournments of the ANR special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the ANR merger proposal (the “ANR adjournment proposal”) if there are not otherwise sufficient votes to approve the proposal.
|
Q:
|
Who can attend and vote at the special meetings?
|
A:
|
You, or your duly authorized proxies, can attend and vote at the ANR special meeting if you owned shares of ANR common stock at the close of business on [●], 2018, the record date for the ANR special meeting (the “ANR record date”).
|
Q:
|
What do I need to do to attend the special meetings?
|
A:
|
If you are an ANR stockholder of record as of the ANR record date, you must present an acceptable form of identification (such as a valid driver’s license) in order to enter the ANR special meeting. If you hold your shares in indirectly through a bank, broker, trustee or other nominee (each referred to herein as, a “broker”), you must bring (i) an acceptable form of identification, such as a driver’s license, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of Class C-1 common stock on the ANR record date.
|
Q:
|
What is the difference between holding shares as a stockholder of record and holding shares in “street name” as a beneficial owner?
|
A:
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If your shares of Holdings common stock are held directly in your name with Holdings’ transfer agent, or if your shares of Class C-1 common stock are held directly in your name with ANR’s transfer agent, you are considered a stockholder of record of Holdings or ANR, respectively. If you hold your shares of Holdings common stock or Class C-1 common stock indirectly through a broker, you are considered a beneficial owner of those shares but are not the stockholder of
|
Q:
|
What vote is required to approve the merger proposals and the adjournment proposals?
|
A:
|
Approval of the ANR merger proposal requires approval by ANR stockholders holding a majority of the voting power of the outstanding shares of ANR common stock as of the ANR record date. Approval of the ANR adjournment proposal requires the affirmative vote of the ANR stockholders holding a majority of the voting power as of the ANR record date that is present in person or represented by proxy at the ANR special meeting and entitled to vote on the ANR adjournment proposal. A holder of Class C-1 common stock of ANR can cast one vote for each share of Class C-1 common stock of ANR owned, and a holder of Class C-2 common stock of ANR can cast 1.187 votes for each share of Class C-2 common stock of ANR owned. All 4,223,400 shares of Class C-2 common stock of ANR outstanding are held by Holdings and, in the aggregate, constitute 23.96% of the voting power of the outstanding shares of ANR common stock. Pursuant to the terms of the merger agreement, Holdings has agreed to vote all such shares in favor of the ANR merger proposal if the Holdings merger proposal is approved at the Holdings special meeting.
|
Q:
|
How does the Alpha board of directors recommend that Alpha stockholders vote?
|
A:
|
ANR’s board of directors unanimously recommends that holders of ANR common stock vote “
FOR
” the ANR merger proposal and “
FOR
” the ANR adjournment proposal.
|
Q:
|
What should Alpha stockholders do now in order to vote on the proposals being considered at the applicable special meeting?
|
A:
|
ANR stockholders and Holdings stockholders may vote in person or by proxy at the ANR special meeting and the Holdings special meeting, respectively. If you hold your shares in your name as a stockholder of record of the applicable company, you may cast your vote in one of four ways:
|
•
|
By Internet
. The web address for Internet voting can be found on the enclosed proxy card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the proxy card.
|
•
|
By Telephone
. The telephone number for telephone voting can be found on the enclosed proxy card and is available 24 hours a day. To be valid, your vote by telephone must be received by the deadline specified on the proxy card.
|
•
|
By Mail
. Mark the enclosed proxy card, sign and date it, and return it in the postage prepaid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.
|
•
|
At the Special Meeting
. You can vote your shares in person at the applicable special meeting. You must present an acceptable form of identification (such as a valid driver’s license) in order to enter the applicable special meeting.
|
Q:
|
What will happen if I abstain from voting, fail to vote or do not direct how to vote on my proxy?
|
A:
|
If you abstain from voting with respect to a merger proposal or fail to either submit a proxy card or vote in person at the applicable special meeting with respect to such merger proposal, then based on applicable voting standards, it will have the same effect as a vote “
AGAINST
” that merger proposal. If you hold shares indirectly through a broker and fail to instruct your broker with respect to the applicable merger proposal, your broker will not have discretionary authority to vote your shares with respect to that proposal, which will also have the same practical effect as a vote “
AGAINST
” the applicable merger proposal.
|
Q:
|
Will there be any broker non-votes?
|
A:
|
A broker non-vote occurs when a broker holding shares for a beneficial owner (
i.e.
, where shares are held in “street name”) does not receive voting instructions from the beneficial owner. Since the ANR merger proposal, the ANR adjournment proposal, the Holdings merger proposal and the Holdings adjournment proposal are all non-routine matters, brokers will not have discretionary authority to vote shares held for a beneficial owner that does not provide voting instructions.
|
Q:
|
Can I change or revoke my vote after I have delivered my proxy?
|
A:
|
Yes. You can change your vote at any time before your proxy is voted at the applicable special meeting. If you are a stockholder of record, you can do this by timely:
|
•
|
resubmitting your proxy on a later date via the Internet or by telephone and following appropriate instructions;
|
•
|
executing and mailing a proxy card that is dated and received on a later date (which must be received no later than [●], 2018);
|
•
|
notifying the Secretary of ANR or Holdings, as applicable, in writing, at 636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620, before the applicable special meeting that you have revoked your proxy (which notification must be received by the close of business on [●], 2018); or
|
•
|
voting in person at the applicable special meeting, although attendance at the special meeting will not by itself revoke a proxy.
|
Q:
|
What should Alpha stockholders do if they receive more than one set of voting materials?
|
A:
|
If you receive more than one proxy card for the ANR special meeting or more than one proxy card for the Holdings special meeting, your shares may be registered in more than one name or in different accounts. Please complete, date, sign and return each proxy card to ensure that all your shares are voted.
|
Q:
|
When can Alpha stockholders expect to receive the merger consideration?
|
A:
|
As soon as reasonably practicable after the closing of the mergers, and in any event within three business days thereafter, Contura will cause the exchange agent to mail to each holder of record of Holdings common stock or Class C-1 common stock, a letter of transmittal and instructions explaining how to surrender stock certificates or book-entry shares representing shares of Holdings common stock or Class C-1 common stock, as applicable, in exchange for the merger consideration.
|
Q:
|
May I transfer shares of Alpha common stock before the Alpha special meetings?
|
A:
|
Yes. If you transfer your shares of ANR common stock or Holdings common stock after the applicable record date but before the applicable special meeting, you will retain your right to vote at the applicable special meeting, but you will have transferred the right to receive the merger consideration in the mergers. In order to receive the merger consideration, you must hold your shares through the completion of the mergers.
|
Q:
|
What are the expected U.S. federal income tax consequences of the mergers to Alpha stockholders?
|
A:
|
Contura expects each merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The completion of the mergers is not conditioned on the receipt of an opinion of counsel to that effect, and neither Alpha nor Contura intends to request a ruling from the Internal Revenue Service (the “IRS”) regarding the qualification of either merger as a “reorganization.” Accordingly, no assurance can be given that the IRS will not challenge the treatment of either merger as a “reorganization” or that a court would not sustain such a challenge.
|
Q:
|
Who can help answer my questions?
|
A:
|
If you have any questions about the mergers or the special meetings, or if you need additional copies of this joint proxy statement and prospectus or the enclosed proxy card, you should contact:
|
•
|
to adopt the merger agreement; and
|
•
|
to approve of one or more adjournments of the ANR special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposal if there are not otherwise sufficient votes to approve the proposal.
|
•
|
to adopt the merger agreement; and
|
•
|
to approve of one or more adjournments of the Holdings special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposal if there are not otherwise sufficient votes to approve the proposal.
|
•
|
initiate, solicit or knowingly encourage (including by way of furnishing non-public information related to Alpha or any of its subsidiaries) the submission of any inquiries, proposals, or offers that constitute, or may reasonably be expected to lead to, an acquisition proposal or engage in discussions or negotiations with respect thereto;
|
•
|
approve or recommend, or publicly propose to approve or recommend an acquisition proposal or enter into any agreement relating to an acquisition proposal or enter into any agreement, arrangement or understanding requiring Alpha to abandon, terminate or fail to consummate the mergers or any other transaction contemplated by the merger agreement or breach its obligations thereunder;
|
•
|
withdraw, modify or qualify, or propose to publicly withdraw, modify, or qualify, in a manner adverse to Contura, the recommendation to stockholders of either Holdings or ANR by its board of directors to adopt the merger agreement, which action is referred to as a “change of board recommendation”; or
|
•
|
take any action to exempt any person (other than Contura and its affiliates) from the restrictions contained in any takeover law or otherwise cause such restrictions not to apply.
|
•
|
(i) furnish non-public information with respect to Alpha and its subsidiaries and (ii) provide access to Alpha’s books, records, facilities, properties, personnel, officers, directors, employees and representatives to the person making the acquisition proposal (and its representatives) pursuant to a confidentiality agreement not less restrictive in any material respect on the person than the existing confidentiality agreement between Contura and Alpha, provided that all the information was previously provided or made available to Contura, or is provided or made available to Contura promptly; and
|
•
|
participate in discussions or negotiations with the person making the acquisition proposal (and its representatives) regarding the acquisition proposal.
|
•
|
Alpha provides prior written notice, at least four business days in advance, advising Contura of its intention to take such action and specifying the material terms and conditions of the superior proposal (including the identity of the party making such a superior proposal);
|
•
|
at the request of Contura, during such four business day notice period, Alpha negotiates (and directs its financial and legal advisors to negotiate) with Contura in good faith to make any adjustments to the terms and conditions of the merger agreement proposed in writing by Contura; and
|
•
|
following any such negotiation described in the immediately preceding bullet point, such acquisition proposal continues to constitute a superior proposal.
|
•
|
Alpha provides a prior written notice at least four business days in advance advising Contura of its intention to take such action and specifying the material facts and information constituting the basis for such contemplated determination; and
|
•
|
at the request of Contura, during such four business day notice period, Alpha negotiates (and directs its financial and legal advisors to negotiate) with Contura in good faith to make any adjustments to the terms and conditions of the merger agreement proposed in writing by Contura which would allow each of Holdings’ and ANR’s boards of directors not to make a change of board recommendation consistent with its fiduciary duties.
|
•
|
stockholder approval of the merger agreement at the Alpha special meetings and the approval of the Contura charter amendment (as described on page 146) by the Contura stockholders (which approval by the Contura stockholders has already been obtained);
|
•
|
the absence of any order, injunction, decree or other legal restraint issued by any governmental entity of competent jurisdiction, or other law, rule or legal restraint that is in effect and prevents the consummation of the mergers or other transactions contemplated by the merger agreement;
|
•
|
the absence of any proceeding by any governmental entity seeking to enjoin, restrain or otherwise prohibit any of the transactions contemplated by the merger agreement;
|
•
|
the expiration or early termination of the waiting periods applicable to the consummation of the mergers under the HSR Act without the imposition of a Materially Burdensome Condition (as defined on page 135) (such early termination of the applicable waiting period under the HSR Act was received on July 2, 2018); and
|
•
|
the continued effectiveness of the registration statement on Form S-4 of which this joint proxy statement and prospectus forms a part and absence of any stop order by the SEC suspending the effectiveness of such registration statement or proceedings of the SEC seeking a stop order.
|
•
|
the representations and warranties of Alpha set forth in the merger agreement regarding the following matters must be true and correct in all respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date):
|
◦
|
the absence of any assets, properties, employees, activities and liabilities of Holdings other than with respect to its ownership of shares of Class C-2 common stock;
|
◦
|
the corporate power and authority to enter into the merger agreement and the approval of the merger agreement and the recommendation to adopt the merger agreement by Alpha’s board of directors;
|
◦
|
the absence of conflicts with organizational documents, contracts and applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
|
◦
|
the absence of required governmental consents in connection with the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than the governmental filings and consents specified in the merger agreement;
|
◦
|
the absence of a material adverse effect on Alpha (as described on page 150) since December 31, 2017;
|
◦
|
the affirmative vote required by Alpha stockholders to adopt the merger agreement;
|
◦
|
inapplicability of takeover laws;
|
◦
|
the receipt of opinions from Alpha’s financial advisors; and
|
◦
|
the absence of any obligation to pay brokers’ or finders’ fees;
|
•
|
the representations and warranties of Alpha set forth in the merger agreement relating to the capital structure of Alpha must be true and correct in all but
de minimis
respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date);
|
•
|
all other representations and warranties of Alpha set forth in the merger agreement must be true and correct (without giving effect to any materiality or material adverse effect qualifications contained in them) both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case
|
•
|
Alpha must have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing of the mergers;
|
•
|
Alpha must have furnished Contura with a certificate signed on its behalf by its chief executive officer or chief financial officer certifying as to the matters set forth above in the four immediately preceding bullets;
|
•
|
The number of shares of Holdings common stock and Class C-1 common stock with respect to which appraisal rights have been demanded (disregarding for such purposes any shares held by Alpha stockholders who also hold more than 1% of the outstanding shares of Contura common stock at the time of the Alpha special meetings and any shares in respect of which a demand for appraisal has been withdrawn) must not equal more than 10% of the total number of outstanding shares of Holdings common stock and Class C-1 common stock (this condition is referred to herein as the “appraisal rights condition”); and
|
•
|
Alpha must have obtained certain third party consents required under the merger agreement in form and substance reasonably satisfactory to Contura.
|
•
|
the representations and warranties of Contura set forth in the merger agreement regarding the following matters must be true and correct in all respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date):
|
◦
|
the corporate power and authority to enter into the merger agreement and the approval of the merger agreement by Contura’s board of directors;
|
◦
|
the absence of conflicts with organizational documents, contracts and applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
|
◦
|
the absence of required governmental consents in connection with the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than the governmental filings and consents specified in the merger agreement;
|
◦
|
the absence of a material adverse effect on Contura (as described on page 149) since December 31, 2017;
|
◦
|
the affirmative vote required by Contura’s stockholders to approve the Contura charter amendment (as described on page 146) (which has already been obtained);
|
◦
|
the receipt of an opinion from Contura’s financial advisor; and
|
◦
|
the absence of any obligation to pay brokers’ or finders’ fees;
|
•
|
the representations and warranties of Contura set forth in the merger agreement relating to the capital structure of Contura must be true and correct in all but
de minimis
respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date);
|
•
|
all other representations and warranties of Contura set forth in the merger agreement must be true and correct (without giving effect to any materiality or material adverse effect qualifications contained in them) both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the
|
•
|
Contura must have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing of the mergers;
|
•
|
Contura must have furnished Alpha with a certificate signed on its behalf by its chief executive officer or chief financial officer certifying as to the matters set forth above in the four immediately preceding bullets;
|
•
|
The shares of Contura common stock to be issued upon the consummation of the mergers must have been authorized for listing on the New York Stock Exchange or NASDAQ, subject to official notice of issuance; and
|
•
|
Contura must have obtained stockholder approval of the Contura charter amendment (as described on page 146) (which has already been obtained) and must have filed the Contura charter amendment with the Secretary of State of the State of Delaware and the Contura charter amendment must be effective.
|
•
|
by mutual written consent of Contura and Alpha;
|
•
|
by either Alpha or Contura if:
|
◦
|
any court of competent jurisdiction or other governmental entity has issued an order, decree or ruling enjoining or otherwise prohibiting any of the transactions contemplated by the merger agreement, and such order, decree or ruling has become final and non-appealable, except under limited circumstances;
|
◦
|
the parties fail to consummate the mergers on or before the outside date of December 29, 2018, unless the breach of the merger agreement or failure to perform or comply in all material respects with the covenants in the merger agreement by the party seeking the termination was the primary cause of the failure to consummate the mergers by the outside date; or
|
◦
|
an Alpha special meeting has been convened, the stockholders of Holdings or ANR, as applicable, have voted, and the adoption of the merger agreement by the stockholders of Holdings or ANR, as applicable, was not obtained, provided that Alpha may not terminate the agreement under such circumstances if Holdings or ANR has breached its obligations relating to obtaining stockholder approval at such meetings; or
|
•
|
by Alpha:
|
◦
|
if Contura breaches its representations, warranties or covenants set forth in the merger agreement, which breach would result in a failure of certain of the conditions to the completion of the merger being satisfied and such breach is not cured by the earlier of the outside date or 30 days after the receipt of written notice thereof or is incapable of being cured within such period, except under limited circumstances;
|
◦
|
prior to the 25th business day after the date of the merger agreement, if the Contura charter amendment (as described on page 146) has not been approved by either (i) the beneficial owners of a majority of the outstanding shares of Contura common stock within three business days of the date of the merger agreement or (ii) the record holders of a majority of the outstanding shares of Contura common stock within 20 business days of the date of the merger agreement (the approvals under each of clause (i) and (ii) by the applicable Contura stockholders have already been obtained);
|
◦
|
if Contura has entered into a binding agreement to consummate, or consummates, a Contura Sale Transaction (as defined on page 135); or
|
◦
|
if following the Alpha special meetings, the appraisal rights condition has not been satisfied and Contura has not waived such condition within five business days of a written request from Alpha; or
|
•
|
by Contura:
|
◦
|
if Alpha breaches its representations, warranties or covenants set forth in the merger agreement, which breach would result in a failure of certain of the conditions to the completion of the mergers being satisfied and such breach is not cured by the earlier of the outside date or 30 days after the receipt of written notice thereof by ANR or is incapable of being cured within such period, except under limited circumstances; or
|
◦
|
prior to Alpha obtaining stockholder approval of the merger agreement at the Alpha special meetings, if (i) a change of board recommendation has occurred, (ii) the board of directors of Holdings or ANR has failed to recommend against any publicly announced acquisition proposal and reaffirm its recommendation of the mergers within 10 business days following the public announcement of such acquisition proposal and in any event at least four business days prior to the Alpha special meetings (iii) Alpha has failed to include the recommendation of the mergers by the board of directors of Holdings and ANR in this joint proxy statement and prospectus or (iv) ANR or Holdings has materially breached its non-solicitation obligations or obligations to recommend that its stockholders vote in favor of the adoption of the merger agreement.
|
•
|
Contura terminates the merger agreement because:
|
◦
|
there has been a material breach of ANR’s or Holdings’ non-solicitation obligations; or
|
◦
|
the board of directors of Holdings or ANR changes its recommendation that the Alpha stockholders vote in favor of the mergers or have failed to recommend against any publicly announced acquisition proposal and reaffirm its recommendation of the mergers within 10 business days following the public announcement of such acquisition proposal and in any event at least four business days prior to the Alpha special meetings; or
|
•
|
Contura or Alpha terminates the merger agreement because the Alpha stockholders do not approve the mergers at the Alpha special meetings and Contura would have been able to terminate the merger agreement in connection with the matters described in the preceding bullet; or
|
•
|
(i) an acquisition proposal is made (and not withdrawn), (ii) thereafter (a) Contura or Alpha terminates the merger agreement because (x) approval of the mergers is not obtained at the Alpha special meetings or (y) the transactions contemplated by the merger agreement have not been consummated by the outside date or (b) Contura terminates the merger agreement because the representations, warranties or covenants of Alpha are breached such that there is a failure of the related closing condition and (iii) within 12 months after the date of the termination, Alpha enters into a definitive agreement to consummate an acquisition proposal, or consummates any acquisition proposal, in each case, meeting certain requirements set forth in the merger agreement.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||||||
|
For the Six Months Ended June 30, 2018
|
|
For the Six Months Ended June 30, 2017
|
|
For the Year Ended December 31, 2017
|
|
For the Period from July 26, 2016 to December 31, 2016
|
|
|
For the Period from January 1, 2016 to July 25, 2016
|
|
For the
Year Ended December 31, |
||||||||||||||||||||
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Coal revenues
|
$
|
1,003,533
|
|
|
$
|
780,900
|
|
|
$
|
1,392,481
|
|
|
$
|
431,692
|
|
|
|
$
|
344,692
|
|
|
$
|
816,010
|
|
|
$
|
1,027,387
|
|
|
$
|
982,738
|
|
Freight and handling revenues
|
—
|
|
|
129,919
|
|
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
|
97,237
|
|
|
98,109
|
|
|
123,641
|
|
||||||||
Other revenues
|
7,717
|
|
|
3,968
|
|
|
10,086
|
|
|
4,060
|
|
|
|
14,343
|
|
|
12,774
|
|
|
17,262
|
|
|
34,458
|
|
||||||||
Total revenues
|
1,011,250
|
|
|
914,787
|
|
|
1,649,969
|
|
|
506,296
|
|
|
|
411,111
|
|
|
926,021
|
|
|
1,142,758
|
|
|
1,140,837
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of coal sales (exclusive of items shown separately below)
|
629,128
|
|
|
571,320
|
|
|
1,089,829
|
|
|
324,590
|
|
|
|
310,281
|
|
|
709,993
|
|
|
770,611
|
|
|
832,498
|
|
||||||||
Freight and handling costs
|
176,976
|
|
|
129,919
|
|
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
|
97,237
|
|
|
98,109
|
|
|
123,641
|
|
||||||||
Depreciation, depletion and amortization
|
22,810
|
|
|
17,788
|
|
|
34,910
|
|
|
5,973
|
|
|
|
66,076
|
|
|
149,197
|
|
|
148,137
|
|
|
136,450
|
|
||||||||
Amortization of acquired intangibles, net
|
11,310
|
|
|
34,243
|
|
|
59,007
|
|
|
61,281
|
|
|
|
11,567
|
|
|
2,223
|
|
|
420
|
|
|
1,969
|
|
||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)
|
31,108
|
|
|
40,148
|
|
|
67,459
|
|
|
19,135
|
|
|
|
29,568
|
|
|
44,158
|
|
|
52,256
|
|
|
45,440
|
|
||||||||
Asset impairment and restructuring
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,096
|
|
|
297,425
|
|
|
6,732
|
|
|
7,180
|
|
||||||||
Goodwill impairment
(2)
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
70,017
|
|
|
5,912
|
|
|||||||||
Merger related costs
|
3,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Secondary offering costs
(3)
|
—
|
|
|
3,438
|
|
|
4,491
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gain on disposal of assets
|
(16,502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Mark-to-market adjustment for acquisition-related obligations
|
—
|
|
|
2,382
|
|
|
3,221
|
|
|
(10,616
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Gain on settlement of acquisition-related obligations
|
(292
|
)
|
|
(9,200
|
)
|
|
(38,886
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Other expenses
|
288
|
|
|
81
|
|
|
178
|
|
|
—
|
|
|
|
2,184
|
|
|
(99
|
)
|
|
2,220
|
|
|
12,465
|
|
||||||||
Total costs and expenses
|
858,709
|
|
|
790,119
|
|
|
1,467,611
|
|
|
470,907
|
|
|
|
474,848
|
|
|
1,300,134
|
|
|
1,148,502
|
|
|
1,165,555
|
|
||||||||
Income (loss) from operations
|
152,541
|
|
|
124,668
|
|
|
182,358
|
|
|
35,389
|
|
|
|
(63,737
|
)
|
|
(374,113
|
)
|
|
(5,744
|
)
|
|
(24,718
|
)
|
||||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest expense
|
(17,984
|
)
|
|
(19,614
|
)
|
|
(35,977
|
)
|
|
(20,496
|
)
|
|
|
(2
|
)
|
|
(28
|
)
|
|
(101
|
)
|
|
(143
|
)
|
||||||||
Interest income
|
322
|
|
|
73
|
|
|
210
|
|
|
23
|
|
|
|
19
|
|
|
4
|
|
|
4
|
|
|
763
|
|
||||||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,975
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Loss on early extinguishment of debt
|
—
|
|
|
(38,701
|
)
|
|
(38,701
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Bargain purchase gain
|
—
|
|
|
642
|
|
|
1,011
|
|
|
7,719
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity loss in affiliates
|
(1,233
|
)
|
|
(1,709
|
)
|
|
(3,339
|
)
|
|
(2,287
|
)
|
|
|
(2,735
|
)
|
|
(7,712
|
)
|
|
(9,831
|
)
|
|
(7,546
|
)
|
||||||||
Miscellaneous income, net
|
(583
|
)
|
|
(192
|
)
|
|
194
|
|
|
(139
|
)
|
|
|
(13,978
|
)
|
|
(20,904
|
)
|
|
(20,441
|
)
|
|
(19,479
|
)
|
||||||||
Total other expense, net
|
(19,478
|
)
|
|
(59,501
|
)
|
|
(76,602
|
)
|
|
(49,155
|
)
|
|
|
(16,696
|
)
|
|
(28,640
|
)
|
|
(30,369
|
)
|
|
(26,405
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||||||
|
For the Six Months Ended June 30, 2018
|
|
For the Six Months Ended June 30, 2017
|
|
For the Year Ended December 31, 2017
|
|
For the Period from July 26, 2016 to December 31, 2016
|
|
|
For the Period from January 1, 2016 to July 25, 2016
|
|
For the
Year Ended December 31, |
||||||||||||||||||||
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||
Income (loss) from continuing operations before reorganization items and income taxes
|
133,063
|
|
|
65,167
|
|
|
105,756
|
|
|
(13,766
|
)
|
|
|
(80,433
|
)
|
|
(402,753
|
)
|
|
(36,113
|
)
|
|
(51,123
|
)
|
||||||||
Reorganization items, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(20,989
|
)
|
|
(10,085
|
)
|
|
—
|
|
|
—
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
133,063
|
|
|
65,167
|
|
|
105,756
|
|
|
(13,766
|
)
|
|
|
(101,422
|
)
|
|
(412,838
|
)
|
|
(36,113
|
)
|
|
(51,123
|
)
|
||||||||
Income tax (expense) benefit
|
(121
|
)
|
|
(15,811
|
)
|
|
67,979
|
|
|
1,920
|
|
|
|
39,881
|
|
|
155,052
|
|
|
4,476
|
|
|
38,958
|
|
||||||||
Net income (loss) from continuing operations
|
132,942
|
|
|
49,356
|
|
|
173,735
|
|
|
(11,846
|
)
|
|
|
(61,541
|
)
|
|
(257,786
|
)
|
|
(31,637
|
)
|
|
(12,165
|
)
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(Loss) income from discontinued operations before income taxes
|
(2,213
|
)
|
|
(4,000
|
)
|
|
(36,894
|
)
|
|
1,467
|
|
|
|
(679
|
)
|
|
(259,317
|
)
|
|
(33,972
|
)
|
|
54,941
|
|
||||||||
Income tax (expense) benefit from discontinued operations
|
—
|
|
|
2,366
|
|
|
17,681
|
|
|
(551
|
)
|
|
|
(4,992
|
)
|
|
99,543
|
|
|
13,264
|
|
|
(5,156
|
)
|
||||||||
(Loss) income from discontinued operations
|
(2,213
|
)
|
|
(1,634
|
)
|
|
(19,213
|
)
|
|
916
|
|
|
|
(5,671
|
)
|
|
(159,774
|
)
|
|
(20,708
|
)
|
|
49,785
|
|
||||||||
Net income (loss)
|
$
|
130,729
|
|
|
$
|
47,722
|
|
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
|
$
|
(417,560
|
)
|
|
$
|
(52,345
|
)
|
|
$
|
37,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic income (loss) per common share:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from continuing operations
|
$
|
13.87
|
|
|
$
|
4.79
|
|
|
$
|
17.01
|
|
|
$
|
(1.15
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from discontinued operations
|
(0.23
|
)
|
|
(0.16
|
)
|
|
(1.89
|
)
|
|
0.09
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
13.64
|
|
|
$
|
4.63
|
|
|
$
|
15.12
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted income (loss) per common share:
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income (loss) from continuing operations
|
$
|
12.91
|
|
|
$
|
4.57
|
|
|
$
|
16.13
|
|
|
$
|
(1.15
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from discontinued operations
|
(0.22
|
)
|
|
(0.15
|
)
|
|
(1.78
|
)
|
|
0.09
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
12.69
|
|
|
$
|
4.42
|
|
|
$
|
14.35
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average shares - basic
|
9,587,457
|
|
|
10,309,520
|
|
|
10,216,464
|
|
|
10,309,310
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average shares - diluted
|
10,299,539
|
|
|
10,801,228
|
|
|
10,770,005
|
|
|
10,309,310
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Statement of Cash Flows Data:
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating activities
|
$
|
115,606
|
|
|
$
|
186,214
|
|
|
$
|
314,260
|
|
|
$
|
21,459
|
|
|
|
$
|
77,029
|
|
|
$
|
155,052
|
|
|
$
|
165,103
|
|
|
$
|
274,457
|
|
Investing activities
|
$
|
(50,106
|
)
|
|
$
|
(50,027
|
)
|
|
$
|
(121,307
|
)
|
|
$
|
108,352
|
|
|
|
$
|
(25,029
|
)
|
|
$
|
(97,034
|
)
|
|
$
|
(114,561
|
)
|
|
$
|
(118,008
|
)
|
Financing activities
|
$
|
(13,288
|
)
|
|
$
|
(6,660
|
)
|
|
$
|
(170,282
|
)
|
|
$
|
41,478
|
|
|
|
$
|
(35,822
|
)
|
|
$
|
(53,585
|
)
|
|
$
|
(50,568
|
)
|
|
$
|
(156,542
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||
|
As of June 30, 2018
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
|
|
As of July 25, 2016
|
|
As of December 31,
|
||||||||||||||||||
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
199,252
|
|
|
$
|
141,924
|
|
|
$
|
127,948
|
|
|
|
$
|
100
|
|
|
$
|
227
|
|
|
$
|
6
|
|
|
$
|
32
|
|
Working capital
(6)
|
$
|
352,236
|
|
|
$
|
234,595
|
|
|
$
|
222,917
|
|
|
|
$
|
(3,888
|
)
|
|
$
|
76,711
|
|
|
$
|
56,209
|
|
|
$
|
12,774
|
|
Total current and non-current assets - discontinued operations
|
$
|
26,231
|
|
|
$
|
48,130
|
|
|
$
|
190,454
|
|
|
|
$
|
401,543
|
|
|
$
|
404,363
|
|
|
$
|
679,851
|
|
|
$
|
654,281
|
|
Total assets
|
$
|
902,071
|
|
|
$
|
836,600
|
|
|
$
|
946,752
|
|
|
|
$
|
1,590,256
|
|
|
$
|
1,715,410
|
|
|
$
|
2,429,213
|
|
|
$
|
2,536,057
|
|
Notes payable and long-term debt, including current portion, net
|
$
|
367,084
|
|
|
$
|
372,703
|
|
|
$
|
346,994
|
|
|
|
$
|
95
|
|
|
$
|
136
|
|
|
$
|
1,867
|
|
|
$
|
2,770
|
|
Total current and non-current liabilities - discontinued operations
|
$
|
26,220
|
|
|
$
|
61,876
|
|
|
$
|
164,709
|
|
|
|
$
|
225,964
|
|
|
$
|
197,383
|
|
|
$
|
241,173
|
|
|
$
|
209,813
|
|
Total liabilities
(7)
|
$
|
676,925
|
|
|
$
|
743,952
|
|
|
$
|
909,528
|
|
|
|
$
|
470,003
|
|
|
$
|
501,513
|
|
|
$
|
764,871
|
|
|
$
|
799,550
|
|
Stockholders’ equity/Predecessor business equity
|
$
|
225,146
|
|
|
$
|
92,648
|
|
|
$
|
37,224
|
|
|
|
$
|
1,120,253
|
|
|
$
|
1,213,897
|
|
|
$
|
1,664,342
|
|
|
$
|
1,736,507
|
|
(1)
|
Asset impairment and restructuring expenses for 2015 include long-lived asset impairment charges of $224,139 and $72,012 related to asset groups within the NAPP and CAPP segments, respectively.
|
(2)
|
Goodwill impairment for 2014 includes impairment charges of $70,017 within the CAPP segment.
|
(3)
|
Secondary offering costs reflect expenses incurred in connection with the withdrawn secondary offering of our common stock.
|
(4)
|
Historical basic income (loss) per share is calculated based on the weighted average common shares outstanding for the six months ended June 30, 2018, for the year ended December 31, 2017 and for the period from July 26, 2016 to December 31, 2016. For the six months ended June 30, 2018 and for the year ended December 31, 2017, the dilutive effect of stock options and stock-based instruments is considered when calculating the diluted earnings per share as the Company generated net income during these periods. There was no dilutive effect to common shares outstanding for the period from July 26, 2016 to December 31, 2016 as in periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share.
|
(5)
|
Cash flow data includes discontinued operations.
|
(6)
|
Working capital calculation includes cash and cash equivalents but excludes discontinued operations.
|
(7)
|
Total liabilities as of July 25, 2016 and December 31, 2015 include $35,693 and $72,242, respectively, of liabilities subject to compromise related to Alpha’s bankruptcy filing.
|
|
For the Six Months Ended
June 30, 2018
|
|
For the Six Months Ended
June 30, 2017
|
|
For the Year Ended
December 31, 2017
|
|
For the Period from
July 26, 2016 through
December 31, 2016
|
||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
||||||||
General and Administrative
|
$
|
(542
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loss on equity investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
||||
Loss before income taxes
|
(542
|
)
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss
|
$
|
(542
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(239
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic & diluted
|
4,223,290
|
|
|
4,223,290
|
|
|
4,223,290
|
|
|
4,223,290
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per common share:
|
$
|
(0.13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
||||||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by:
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investing activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financing activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of
June 30, 2018
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
||||||
Total liabilities
|
$
|
542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stockholders’ equity (deficit)
|
$
|
(542
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Six Months Ended
June 30, 2018
|
|
For the Six Months Ended
June 30, 2017
|
|
For the Year Ended December 31, 2017
|
|
For the Period from
July 26, 2016 through December 31, 2016
|
||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Coal revenues
|
$
|
603,727
|
|
|
$
|
617,217
|
|
|
$
|
1,186,882
|
|
|
$
|
372,724
|
|
Freight and handling revenues
|
—
|
|
|
17,446
|
|
|
38,987
|
|
|
19,095
|
|
||||
Other revenues
|
2,992
|
|
|
4,318
|
|
|
10,469
|
|
|
5,654
|
|
||||
Total revenues
|
606,719
|
|
|
638,981
|
|
|
1,236,338
|
|
|
397,473
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of coal sales (exclusive of items shown separately below)
|
447,969
|
|
|
457,450
|
|
|
941,819
|
|
|
340,289
|
|
||||
(Gain) loss on disposition of property, plant and equipment
|
5,823
|
|
|
1,350
|
|
|
604
|
|
|
(2,955
|
)
|
||||
Freight and handling costs
|
17,677
|
|
|
17,446
|
|
|
38,987
|
|
|
19,095
|
|
||||
Depreciation, depletion and amortization
|
18,120
|
|
|
24,790
|
|
|
14,710
|
|
|
19,828
|
|
||||
Amortization of acquired coal supply agreements, net
|
143
|
|
|
5,125
|
|
|
7,684
|
|
|
6,162
|
|
||||
Accretion of asset retirement obligations
|
8,147
|
|
|
8,594
|
|
|
22,733
|
|
|
9,762
|
|
||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
27,839
|
|
|
16,708
|
|
|
34,465
|
|
|
14,174
|
|
||||
Impairment – contingent credit support
|
—
|
|
|
—
|
|
|
—
|
|
|
21,954
|
|
||||
Mark-to-market adjustment for acquisition related obligations
|
8,706
|
|
|
3,091
|
|
|
15,112
|
|
|
14,647
|
|
||||
Other expenses
|
—
|
|
|
751
|
|
|
759
|
|
|
355
|
|
||||
Total costs and expenses
|
534,424
|
|
|
535,305
|
|
|
1,076,873
|
|
|
443,311
|
|
||||
Income (loss) from operations
|
72,295
|
|
|
103,676
|
|
|
159,465
|
|
|
(45,838
|
)
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(14,027
|
)
|
|
(8,033
|
)
|
|
(14,504
|
)
|
|
(9,549
|
)
|
||||
Interest income
|
1,794
|
|
|
1,461
|
|
|
2,788
|
|
|
692
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
(16,348
|
)
|
|
(16,348
|
)
|
|
—
|
|
||||
Miscellaneous income (expense), net
|
3,289
|
|
|
2,603
|
|
|
3,373
|
|
|
2,836
|
|
||||
Total other expense, net
|
(8,944
|
)
|
|
(20,317
|
)
|
|
(24,691
|
)
|
|
(6,021
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
63,351
|
|
|
83,359
|
|
|
134,774
|
|
|
(51,859
|
)
|
||||
Income tax (expense) benefit
|
—
|
|
|
(24,424
|
)
|
|
(17,584
|
)
|
|
18,214
|
|
||||
Net income (loss) from continuing operations
|
63,351
|
|
|
58,935
|
|
|
117,190
|
|
|
(33,645
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations
|
1,270
|
|
|
(35,655
|
)
|
|
(197,364
|
)
|
|
(23,472
|
)
|
||||
Income tax benefit from discontinued operations
|
—
|
|
|
467
|
|
|
41,288
|
|
|
—
|
|
|
For the Six Months Ended
June 30, 2018
|
|
For the Six Months Ended
June 30, 2017
|
|
For the Year Ended December 31, 2017
|
|
For the Period from
July 26, 2016 through December 31, 2016
|
||||||||
Income (loss) from discontinued operations
|
1,270
|
|
|
(35,188
|
)
|
|
(156,076
|
)
|
|
(23,472
|
)
|
||||
Net income (loss)
|
$
|
64,621
|
|
|
$
|
23,747
|
|
|
$
|
(38,886
|
)
|
|
$
|
(57,117
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
20,131,152
|
|
|
20,117,485
|
|
|
20,124,374
|
|
|
20,111,040
|
|
||||
Basic income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
3.15
|
|
|
$
|
2.93
|
|
|
$
|
5.82
|
|
|
$
|
(1.67
|
)
|
Income (loss) from discontinued operations
|
0.06
|
|
|
(1.75
|
)
|
|
(7.75
|
)
|
|
(1.17
|
)
|
||||
Net income (loss)
|
$
|
3.21
|
|
|
$
|
1.18
|
|
|
$
|
(1.93
|
)
|
|
$
|
(2.84
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - diluted
|
20,147,516
|
|
|
20,117,485
|
|
|
20,124,374
|
|
|
20,111,040
|
|
||||
Diluted income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
3.15
|
|
|
$
|
2.93
|
|
|
$
|
5.82
|
|
|
$
|
(1.67
|
)
|
Income (loss) from discontinued operations
|
$
|
0.06
|
|
|
$
|
(1.75
|
)
|
|
(7.75
|
)
|
|
(1.17
|
)
|
||
Net income (loss)
|
$
|
3.21
|
|
|
$
|
1.18
|
|
|
$
|
(1.93
|
)
|
|
$
|
(2.84
|
)
|
|
|
|
|
|
|
|
|
||||||||
Statement of Cash Flows Data:
(1)
|
|
|
|
|
|
|
|
||||||||
Net cash (used in) provided by:
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
73,739
|
|
|
$
|
35,869
|
|
|
$
|
25,339
|
|
|
$
|
(395,879
|
)
|
Investing activities
|
$
|
(36,299
|
)
|
|
$
|
(21,663
|
)
|
|
$
|
(257,870
|
)
|
|
$
|
(2,498
|
)
|
Financing activities
|
$
|
(56,331
|
)
|
|
$
|
(130,435
|
)
|
|
$
|
4,521
|
|
|
$
|
(1,690
|
)
|
|
As of
June 30, 2018
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
72,904
|
|
|
$
|
45,978
|
|
|
$
|
77,382
|
|
Working capital
(2)
|
$
|
107,224
|
|
|
$
|
109,129
|
|
|
$
|
46,224
|
|
Total current and non-current assets - discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114,812
|
|
Total assets
|
$
|
812,173
|
|
|
$
|
876,080
|
|
|
$
|
1,060,273
|
|
Notes payable and long-term debt, including current portion, net
|
$
|
149,984
|
|
|
$
|
198,260
|
|
|
$
|
110,387
|
|
Total current and non-current liabilities - discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181,589
|
|
Total liabilities
|
$
|
869,629
|
|
|
$
|
999,093
|
|
|
$
|
1,088,034
|
|
Stockholders’ equity (deficit)
|
$
|
(57,456
|
)
|
|
$
|
(123,013
|
)
|
|
$
|
(27,761
|
)
|
(1)
|
Cash flow data includes discontinued operations.
|
(2)
|
Working capital calculation includes cash and cash equivalents but excludes discontinued operations.
|
Historical Comparative Per Share Data
|
|||||||
|
As of and for the Six Months Ended June 30, 2018
(1)
|
|
As of and for the Year Ended December 31, 2017
(2)
|
||||
Contura Energy - Historical
|
|
|
|
||||
Earnings per share from continuing operations, basic
|
$
|
13.87
|
|
|
$
|
17.01
|
|
Earnings per share from continuing operations, diluted
|
$
|
12.91
|
|
|
$
|
16.13
|
|
Book value per share
|
$
|
23.48
|
|
|
$
|
9.07
|
|
|
|
|
|
||||
Alpha Natural Resources Holdings, Inc. - Historical
|
|
|
|
||||
Earnings per share from continuing operations, basic
|
$
|
(0.13
|
)
|
|
$
|
—
|
|
Earnings per share from continuing operations, diluted
|
$
|
(0.13
|
)
|
|
$
|
—
|
|
Book value per share
|
$
|
(0.13
|
)
|
|
$
|
—
|
|
|
|
|
|
||||
ANR - Historical
|
|
|
|
||||
Earnings per share from continuing operations, basic
|
$
|
3.15
|
|
|
$
|
5.82
|
|
Earnings per share from continuing operations, diluted
|
$
|
3.15
|
|
|
$
|
5.82
|
|
Book value per share
|
$
|
(2.85
|
)
|
|
$
|
(6.11
|
)
|
(1)
|
Per share data for the six months ended June 30, 2018 for Contura, Holdings, and ANR in the table is unaudited
|
(2)
|
Per share data for the year ended December 31, 2017 for Contura, Holdings, and ANR in the table is audited
|
(3)
|
Unaudited pro forma equivalent per share information is computed based on the Merger agreement which states that each outstanding share of Class C-1 common stock of ANR and each outstanding share of common stock of Holdings will be converted into the right to receive 0.4071 shares of Contura’s common stock.
|
|
Common Stock Bid Prices
|
||||||
|
High
|
|
Low
|
||||
Fiscal Year 2018:
|
|
|
|
||||
First Quarter
|
$
|
69.00
|
|
|
$
|
61.00
|
|
Second Quarter
|
$
|
80.00
|
|
|
$
|
62.25
|
|
Third Quarter (through August 17, 2018)
|
$
|
75.00
|
|
|
$
|
66.00
|
|
Fiscal Year 2017:
|
|
|
|
||||
First Quarter
|
$
|
71.25
|
|
|
$
|
58.00
|
|
Second Quarter
|
$
|
78.00
|
|
|
$
|
65.05
|
|
Third Quarter
|
$
|
70.00
|
|
|
$
|
55.00
|
|
Fourth Quarter
|
$
|
61.50
|
|
|
$
|
54.00
|
|
Fiscal Year 2016:
|
|
|
|
||||
Third Quarter (beginning August 18, 2016)
|
$
|
42.00
|
|
|
$
|
16.88
|
|
Fourth Quarter
|
$
|
79.00
|
|
|
$
|
42.00
|
|
|
Common Stock Bid Prices
|
||||||
|
High
|
|
Low
|
||||
Fiscal Year 2018:
|
|
|
|
||||
First Quarter
|
$
|
25.00
|
|
|
$
|
18.65
|
|
Second Quarter
|
$
|
30.00
|
|
|
$
|
22.00
|
|
Third Quarter (through August 17, 2018)
|
$
|
33.35
|
|
|
$
|
28.10
|
|
Fiscal Year 2017:
|
|
|
|
||||
First Quarter (beginning January 17, 2017)
|
$
|
20.05
|
|
|
$
|
10.00
|
|
Second Quarter
|
$
|
20.00
|
|
|
$
|
8.00
|
|
Third Quarter
|
$
|
18.40
|
|
|
$
|
5.00
|
|
Fourth Quarter
|
$
|
21.03
|
|
|
$
|
12.25
|
|
|
Common Stock Bid Prices
|
||||||
|
High
|
|
Low
|
||||
Fiscal Year 2018:
|
|
|
|
||||
First Quarter (beginning February 28, 2018)
|
$
|
24.75
|
|
|
$
|
22.00
|
|
Second Quarter
|
$
|
29.25
|
|
|
$
|
22.50
|
|
Third Quarter (through August 17, 2018)
|
$
|
34.00
|
|
|
$
|
28.65
|
|
|
Shares of Contura Common Stock
|
|
Shares of ANR Class C-1 Common Stock
|
|
Shares of Holdings Common Stock
|
||||||
April 27, 2018
|
$
|
66.50
|
|
|
$
|
22.73
|
|
|
$
|
22.60
|
|
[●]
|
$
|
|
$
|
|
$
|
•
|
the demand for domestic and foreign coal and coke, which depends significantly on the demand for electricity and steel;
|
•
|
the price and availability of natural gas, other alternative fuels and alternative steel production technologies;
|
•
|
domestic and foreign economic conditions, including economic downturns and the strength of the global and U.S. economies;
|
•
|
the consumption pattern of industrial customers, electricity generators and residential users;
|
•
|
the legal, regulatory and tax environment for our industry and those of our customers;
|
•
|
adverse weather, climactic or other natural conditions, including natural disasters;
|
•
|
the quantity, quality and pricing of coal available in the resale market;
|
•
|
the effects of worldwide energy conservation or emissions measures;
|
•
|
competition from other suppliers of coal and other energy sources; and
|
•
|
the proximity to and availability, reliability and cost of transportation and port facilities.
|
•
|
the overall demand for electricity, which is in turn influenced by the global economy and the weather, among other factors (for example, mild North American winters typically result in lower demand);
|
•
|
the availability, quality and price of competing fuels, such as natural gas, nuclear fuel, oil and alternative energy sources such as wind, solar, and hydroelectric power, which may change over time as a result of, among other things, technological developments and state or federal regulatory or statutory fuel subsidies or energy use mandates;
|
•
|
increasingly stringent environmental and other governmental regulations, including air emission standards for coal-fired power plants; and
|
•
|
the coal inventories of utilities.
|
•
|
blasting;
|
•
|
controls on emissions and discharges;
|
•
|
the effects of operations on surface water and groundwater quality and availability;
|
•
|
the storage, treatment and disposal of wastes;
|
•
|
the remediation of contaminated soil, surface water and groundwater;
|
•
|
surface subsidence from underground mining;
|
•
|
the classification of plant and animal species near our mines as endangered or threatened species;
|
•
|
the reclamation of mined sites; and
|
•
|
employee health and safety, and benefits for current and retired coal miners (described in more detail below).
|
•
|
federal and state agencies and citizen groups have increasingly focused on the amount of selenium and other constituents in mine-related water discharges;
|
•
|
Mine Safety and Health Administration (“MSHA”) and the states of Pennsylvania, Virginia and West Virginia have implemented and proposed changes to mine safety and health requirements to impose more stringent health and safety controls, enhance mine inspection and enforcement practices, increase sanctions, and expand monitoring and reporting; and
|
•
|
more stringent regulation of greenhouse gas (“GHG”) emissions is being considered that could increase our costs, require additional controls, or compel us to limit our current operations.
|
•
|
the 2015 Paris climate summit agreement, which resulted in voluntary commitments by 197 countries (although on June 1, 2017, the Trump administration announced that the U.S. will withdraw from the agreement) to reduce their GHG emissions and could result in additional firm commitments by various nations with respect to future GHG emissions;
|
•
|
federal regulations such as the Clean Power Plan (“CPP”), which is currently stayed by the U.S. Supreme Court and would have required reductions in emissions from existing fossil fuel-fired power plants, and new source performance standards for GHG emissions for new, modified or reconstructed fossil fuel-fired power plants (“Power Plant NSPS”), which requires the use of partial carbon capture and sequestration for fossil fuel-fired steam generating units, or any regulation that replaces them;
|
•
|
state and regional climate change initiatives implementing renewable portfolio standards or cap-and-trade schemes;
|
•
|
challenges to or denials of permits for new coal-fired power plants or retrofits to existing plants by state regulators and environmental organizations due to concerns related to GHG emissions from the new or existing plants; and
|
•
|
private litigation against coal companies or power plant operators based on GHG-related concerns.
|
•
|
implementation of the current and more stringent proposed ambient air quality standards for sulfur dioxide, nitrogen oxides, particulate matter and ozone, including the EPA’s issuance in October 2015 of a more stringent ambient air quality standard for ozone and the EPA’s determinations of attainment designations with respect to these rules;
|
•
|
implementation of the EPA’s Cross-State Air Pollution Rule (“CSAPR”) to significantly reduce nitrogen oxide and sulfur dioxide emissions from power plants in 28 states, and the CSAPR Update Rule, issued in September 2016, requiring further reductions in nitrogen oxides in 2017 in 22 states subject to CSAPR during the summertime ozone season;
|
•
|
continued implementation of the EPA’s Mercury and Air Toxics Standards (“MATS”), which impose stringent limits on emissions of mercury and other toxic air pollutants from electric power generators, issued in December 2011 and in effect pending completion of judicial review proceedings;
|
•
|
implementation of the EPA’s August 2014 final rule on cooling water intake structures for power plants;
|
•
|
more stringent EPA requirements governing management and disposal of coal ash pursuant to a rule finalized in December 2014; and
|
•
|
implementation of the EPA’s November 2015 final rule setting effluent discharge limits on the levels of metals that can be discharged from power plants (currently delayed pursuant to recent EPA rulemaking).
|
•
|
changes or variations in geologic, hydrologic or other conditions, such as the thickness of the coal deposits and the amount of rock, clay or other non-coal material embedded in or overlying the coal deposit;
|
•
|
mining, processing and loading equipment failures and unexpected maintenance problems;
|
•
|
limited availability or increased costs of mining, processing and loading equipment and parts and other materials from suppliers;
|
•
|
difficulties associated with mining under or around surface obstacles;
|
•
|
unfavorable conditions with respect to proximity to and availability, reliability and cost of transportation facilities;
|
•
|
adverse weather and natural disasters, such as heavy snows, heavy rains and flooding, lightning strikes, hurricanes or earthquakes;
|
•
|
accidental mine water discharges, coal slurry releases and failures of an impoundment or refuse area;
|
•
|
mine safety accidents, including fires and explosions from methane and other sources;
|
•
|
hazards or occurrences that could result in personal injury and loss of life;
|
•
|
a shortage of skilled and unskilled labor;
|
•
|
security breaches or terroristic acts;
|
•
|
strikes and other labor-related interruptions;
|
•
|
delays or difficulties in, the unavailability of, or unexpected increases in the cost of acquiring, developing or permitting new acquisitions from the federal government and other new mining reserves and surface rights;
|
•
|
competition and/or conflicts with other natural resource extraction activities and production within our operating areas;
|
•
|
the termination of material contracts by state or other governmental authorities; and
|
•
|
fatalities, personal injuries or property damage arising from train derailments, mined material or overburden leaving permit boundaries, underground mine blowouts, impoundment failures, subsidence or other unexpected incidents.
|
•
|
geological and mining conditions that may not be fully identified by available exploration data or that may differ from experience in current operations;
|
•
|
historical production from the area compared with production from other similar producing areas;
|
•
|
the assumed effects of regulation and taxes by governmental agencies; and
|
•
|
assumptions about coal prices, operating costs, mining technology improvements, development costs and reclamation costs.
|
•
|
uncertainties in assessing the value, strengths, and potential profitability, and identifying the extent of all weaknesses, risks, contingent liabilities and other liabilities of acquisition candidates and strategic partners;
|
•
|
the potential loss of key customers, management and employees of an acquired business;
|
•
|
the ability to achieve identified operating and financial synergies from an acquisition or other strategic transactions in the amounts and on the time frame due to inaccurate assumptions underlying estimates of expected cost savings, the deterioration of general industry and business conditions, unanticipated legal, insurance and financial compliance costs, or other factors;
|
•
|
the ability of management to manage successfully our exposure to pending and potential litigation and regulatory obligations;
|
•
|
unanticipated increases in competition that limit our ability to expand our business or capitalize on expected business opportunities, including retaining current customers; and
|
•
|
unanticipated changes in business, industry, market, or general economic conditions that differ from the assumptions underlying our rationale for pursuing the acquisition or other strategic transactions.
|
•
|
coordinating management and personnel and managing different corporate cultures;
|
•
|
applying our safety program at acquired mines and facilities;
|
•
|
establishing, testing and maintaining effective internal control processes and systems of financial reporting for the acquired business;
|
•
|
the diversion of our management’s and our finance and accounting staff’s resources and time commitments, and the disruption of either our or the acquired company’s ongoing businesses;
|
•
|
tax costs or inefficiencies; and
|
•
|
inconsistencies in standards, information technology systems, procedures or policies.
|
•
|
make it more difficult for us to pay or refinance our debts as they become due during adverse economic and industry conditions because any related decrease in revenues could cause us to not have sufficient cash flows from operations to make our scheduled debt payments;
|
•
|
force us to seek additional capital, restructure or refinance our debts, or sell assets;
|
•
|
cause us to be less able to take advantage of significant business opportunities such as acquisition opportunities and to react to changes in market or industry conditions;
|
•
|
cause us to use a portion of our cash flow from operations for debt service, reducing the availability of working capital and delaying or preventing investments, capital expenditures, research and development and other business activities;
|
•
|
cause us to be more vulnerable to general adverse economic and industry conditions;
|
•
|
expose us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest;
|
•
|
expose us to the risk of foreclosure on substantially all of our assets and those of most of our subsidiaries, which secure certain of our indebtedness if we default on payment or are unable to comply with covenants or restrictions in any of the agreements;
|
•
|
limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes; and
|
•
|
result in a downgrade in the credit ratings of our indebtedness, which could harm our ability to incur additional indebtedness and result in more restrictive borrowing terms, including increased borrowing costs and more
|
•
|
institute a more comprehensive compliance function;
|
•
|
comply with rules promulgated by the NYSE;
|
•
|
prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
|
•
|
establish new internal policies; and
|
•
|
retain and involve to a greater degree outside counsel and accountants in the above activities.
|
•
|
our operating and financial performance, including reserve estimates;
|
•
|
quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;
|
•
|
the public reaction to our press releases, our other public announcements and our filings with the SEC;
|
•
|
strategic actions by our competitors;
|
•
|
changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
|
•
|
speculation in the press or investment community;
|
•
|
research analysts’ coverage of our common stock, or their failure to cover our common stock;
|
•
|
sales of our common stock by us, our directors or officers or the selling stockholders or the perception that such sales may occur;
|
•
|
our payment of dividends;
|
•
|
changes in accounting principles, policies, guidance, interpretations or standards;
|
•
|
additions or departures of key management personnel;
|
•
|
actions by our stockholders;
|
•
|
general market conditions, including fluctuations in commodity prices;
|
•
|
domestic and international economic, legal and regulatory factors unrelated to our performance; and
|
•
|
the realization of any risks described under this “Risk Factors” section or described elsewhere in this document.
|
•
|
the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction;
|
•
|
the parties’ ability to consummate the transaction or satisfy the conditions to the completion of the transaction, including the receipt of stockholder approval and the receipt of regulatory approvals required for the transaction on the terms expected or on the anticipated schedule;
|
•
|
the failure of the proposed transaction to close for any other reason;
|
•
|
the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period;
|
•
|
the risk that integration of Alpha’s operations with those of Contura will be materially delayed or will be more costly or difficult than expected;
|
•
|
the effect of the announcement of the transaction on customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees or customers);
|
•
|
dilution caused by Contura’s issuance of additional shares of its common stock in connection with the transaction;
|
•
|
the possibility that the mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
|
•
|
any substantial or extended decline in coal pricing, demand and other factors beyond the parties’ control;
|
•
|
hazards and operating risks associated with coal mining and the dependence of coal mining upon many factors and conditions beyond the parties’ control;
|
•
|
significant competition, as well as changes in foreign markets or economics;
|
•
|
utilities switching to alternative energy sources such as natural gas, renewables and coal from basins where parties do not operate;
|
•
|
reductions or increases in customer coal inventories and the timing of those changes;
|
•
|
production capabilities and costs;
|
•
|
ability to develop or acquire coal reserves in an economically feasible manner;
|
•
|
geologic, equipment, site access and operational risks and new technologies related to mining;
|
•
|
relationships with, and other conditions affecting, customers, including the inability to collect payments from customers if their creditworthiness declines;
|
•
|
changes in, renewal or acquisition of, terms of and performance of customers under coal supply arrangements and the refusal by customers to receive coal under agreed contract terms;
|
•
|
ability to obtain, maintain or renew any necessary permits or rights, and ability to mine properties due to defects in title on leasehold interests;
|
•
|
attracting and retaining key personnel and other employee workforce factors, such as labor relations;
|
•
|
funding for and changes in employee benefit obligations and workers’ compensation benefits;
|
•
|
litigation, including claims not yet asserted;
|
•
|
cybersecurity attacks or failures, threats to physical security, extreme weather conditions or other natural disasters;
|
•
|
climate change concerns and operations’ impact on the environment;
|
•
|
reclamation and mine closure obligations;
|
•
|
assumptions concerning economically recoverable coal reserve estimates;
|
•
|
ability to negotiate new union wage agreements on terms acceptable to the parties, increased unionization of the parties’ workforce in the future, and any strikes by the parties’ workforce;
|
•
|
disruptions in delivery or changes in pricing from third-party vendors of key equipment, components and materials that are necessary for operations, such as diesel fuel, steel products, explosives and tires;
|
•
|
inflationary pressures on supplies and labor and significant or rapid increases in commodity prices;
|
•
|
railroad, barge, truck and other transportation availability, performance and costs;
|
•
|
disruption in third-party coal supplies;
|
•
|
the consummation of financing or refinancing transactions, acquisitions or dispositions and the related effects on the parties’ business and financial position;
|
•
|
indebtedness and potential future indebtedness;
|
•
|
ability to generate sufficient cash or obtain financing to fund business operations;
|
•
|
ability to obtain or renew surety bonds on acceptable terms or maintain current bonding status; and
|
•
|
the impact of current or future environmental, health and safety, transportation, labor and other laws, regulations, agency actions and court decisions on the parties, including those directly affecting our coal mining and production, and those affecting our customers’ coal usage, including potential climate change initiatives;
|
•
|
successful implementation of business strategies;
|
•
|
liquidity, results of operations and financial condition; and
|
•
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the diversion of management time on transaction related issues.
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•
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adoption of the ANR merger proposal;
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•
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approval of the ANR adjournment proposal; and
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•
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transaction of such other business as may properly come before the ANR special meeting and any adjournments or postponements thereof.
|
•
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By Internet
. The web address for Internet voting can be found on the enclosed proxy card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the proxy card.
|
•
|
By Telephone
. The telephone number for telephone voting can be found on the enclosed proxy card and is available 24 hours a day. To be valid, your vote by telephone must be received by the deadline specified on the proxy card.
|
•
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By Mail
. Mark the enclosed proxy card, sign and date it, and return it in the postage prepaid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.
|
•
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At the ANR Special Meeting
. You can vote your shares in person at the ANR special meeting. You must present an acceptable form of identification (such as a valid driver’s license) in order to enter the ANR special meeting.
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•
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resubmitting your proxy on a later date via the Internet or by telephone and following appropriate instructions;
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•
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executing and mailing a proxy card that is dated and received on a later date (which must be received no later than [●], 2018);
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•
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notifying the Secretary of ANR in writing, at 636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620, before the ANR special meeting that you have revoked your proxy (which notification must be received by the close of business on [●], 2018); or
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•
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voting in person at the ANR special meeting (but attendance at the ANR special meeting will not by itself revoke a proxy).
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•
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adoption of the Holdings merger proposal;
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•
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approval of the Holdings adjournment proposal; and
|
•
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transaction of such other business as may properly come before the Holdings special meeting and any adjournments or postponements thereof.
|
•
|
By Internet
. The web address for Internet voting can be found on the enclosed proxy card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the proxy card.
|
•
|
By Telephone
. The telephone number for telephone voting can be found on the enclosed proxy card and is available 24 hours a day. To be valid, your vote by telephone must be received by the deadline specified on the proxy card.
|
•
|
By Mail
. Mark the enclosed proxy card, sign and date it, and return it in the postage prepaid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.
|
•
|
At the Holdings Special Meeting
. You can vote your shares in person at the Holdings special meeting. You must present an acceptable form of identification (such as a valid driver’s license) in order to enter the Holdings special meeting.
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•
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resubmitting your proxy on a later date via the Internet or by telephone and following appropriate instructions;
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•
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executing and mailing a proxy card that is dated and received on a later date (which must be received no later than [●], 2018);
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•
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notifying the Secretary of Holdings in writing, at 636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620, before the Holdings special meeting that you have revoked your proxy (which notification must be received by the close of business on [●], 2018); or
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•
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voting in person at the Holdings special meeting (but attendance at the Holdings special meeting will not by itself revoke a proxy).
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•
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its knowledge of Contura’s business, operations, financial condition, earnings and prospects and of Alpha’s business, operations, financial condition, earnings and prospects, taking into account the results of Contura’s due diligence investigation of Alpha;
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•
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its knowledge of the current environment in the mining industry, including economic conditions, the potential for continued consolidation, current financial market conditions and the likely effects of these factors on Contura’s, Alpha’s and the combined company’s potential growth, development, productivity and strategic options;
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•
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Contura management’s expectation of synergies and cost savings that are anticipated to be realized as a result of the mergers;
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•
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the strategic nature of the acquisition, which would be expected to create a combined company:
|
◦
|
well-equipped to respond to economic, regulatory, legislative and other industry developments and that has a strong platform for continued strategic investments in the global mining industry with a strong balance sheet and substantial liquidity;
|
◦
|
with diverse, extensive and high quality reserves, which will enhance Contura’s existing coal blending capabilities and reserve position and, together with increased liquidity, will better enable organic growth through acquisitions; and
|
◦
|
with the prospects for an expanded customer base and product offering to allow for new business relationships and transactions not available to either company on a stand-alone basis;
|
•
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Contura management’s view, based on due diligence and discussions with Alpha’s management, that Contura and Alpha share complementary core values with respect to integrity, safety standards and practices, community development, environmental practices, participation in government affairs and customer satisfaction;
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•
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that the mergers will join two experienced coal industry workforces with complementary values, established track records and technical and operational expertise;
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•
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information concerning the financial conditions, results of operations, prospects and businesses of Contura and Alpha, including the respective companies’ reserves, production volumes, cash flows from operations and the ratio of Contura’s stock price to Alpha’s stock price over various periods;
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•
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that the exchange ratio would enable existing Contura stockholders to own approximately 53.5% of the outstanding stock of the combined company, which would provide existing Contura stockholders with greater investment diversification while giving them the opportunity to participate in any future earnings or growth of the combined company and future appreciation in the value of the combined company’s common stock following the mergers should they determine to retain the combined company’s common stock following the mergers;
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•
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that a fixed exchange ratio avoids fluctuations caused by near-term market volatility;
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•
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the parties’ expectation that delays in obtaining regulatory approvals for the transaction are unlikely;
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•
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the fact that the transactions would provide Contura’s stockholders with the opportunity to achieve increased liquidity through a combination of: the listing of Contura’s common stock on the New York Stock Exchange, the establishment of a broader stockholder base, Contura’s post-closing status as an SEC reporting company, and other actions that are expected to enhance liquidity for Contura common stock;
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•
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the structure of the mergers and the terms and conditions of the merger agreement, including the following:
|
◦
|
that Alpha agreed to pay a termination fee of $19 million to Contura if the mergers are not consummated for certain reasons as more fully described in the section entitled “The Merger Agreement—Termination Fees” beginning on page 161;
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◦
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that Alpha agreed to reimburse Contura for Contura’s fees and expenses incurred in connection with the transactions contemplated by the merger agreement of up to $9 million, credited against the aforementioned $19 million termination fee, if the merger agreement is terminated because Alpha’s stockholders fail to approve the merger agreement at the Alpha special meetings, as more fully described in the section entitled “The Merger Agreement—Termination Fees” beginning on page 161;
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◦
|
the provisions of the merger agreement relating to governance of the combined company;
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◦
|
the probability that the conditions to completion of the mergers would be satisfied; and
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◦
|
that, subject to certain exceptions, Alpha agreed to cease and refrain from engaging in any solicitation, encouragement, discussion or negotiation with any party (other than Contura or its representatives) with respect to any inquiry, offer or proposal for certain types of business combinations or acquisitions of Alpha (and from entering into any agreements for such business combinations or acquisitions of Alpha or any requirement to abandon, terminate or fail to consummate the mergers) and subject to certain exceptions, the Holdings and ANR boards of directors may not withdraw or adversely modify their respective recommendation of the mergers to their respective stockholders; and
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◦
|
the requirement that Alpha submit the merger agreement and the mergers to stockholder votes even if one or both of the Alpha boards of directors do not recommend that their respective stockholders approve them.
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•
|
Ducera’s opinion and presentation, dated April 29, 2018, to Contura’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Contura of the exchange ratio provided for in the merger agreement, as more fully described below in “The Mergers — Opinion of Contura’s Financial Advisor” beginning on page 114.
|
•
|
the risks and contingencies relating to the announcement and pendency of the mergers and the risks and costs to Contura if the mergers do not close timely or do not close at all, including the impact on Contura’s relationships with employees and with third parties;
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•
|
the potential dilution to Contura stockholders;
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•
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the nature and amount of payments to be received by Alpha management in connection with the mergers as more fully described below in “The Mergers — Interests of Alpha Directors and Executive Officers in the Mergers” beginning on page 138;
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•
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the risk of diverting management focus, employee attention and resources from other strategic opportunities and from operational matters while working to complete the mergers and implement merger integration efforts;
|
•
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the challenges of combining the businesses, operations and workforces of Contura and Alpha and realizing the anticipated cost savings and operating synergies;
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•
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the risk that the parties may incur significant costs and delays resulting from seeking governmental consents and approvals necessary for completion of the mergers;
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•
|
the additional burdens associated with the registration and listing of Contura common stock and related compliance obligations;
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•
|
the terms and conditions of the merger agreement, including:
|
◦
|
that Contura must pay to Alpha a termination fee of $19 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement— Termination Fees” beginning on page 161;
|
◦
|
the requirement that Contura generally conduct its business only in the ordinary course and that Contura is subject to a variety of other restrictions on the conduct of its business prior to the completion of the mergers, any of which may delay or prevent Contura from pursuing business opportunities that may arise or may delay or preclude Contura from taking actions that would be advisable if it were to remain an independent company; and
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◦
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that, under certain circumstances and subject to certain conditions more fully described in the section entitled “The Merger Agreement—Covenants and Agreements—Non-Solicitation” beginning on page 153, Alpha may furnish information to, and conduct negotiations with, a third party in connection with an unsolicited proposal for a business combination or acquisition of Alpha that is likely to lead to a superior proposal and the Alpha board of directors can, under certain circumstances, change its recommendation prior to Alpha stockholders’ approval of the merger agreement; and
|
•
|
the risks described in the section entitled “Risk Factors” beginning on page 34.
|
•
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the Alpha boards’ knowledge of Alpha’s business, operations, financial performance and condition, earnings, competitive position and prospects and of Contura’s business, operations, financial performance and condition, earnings, competitive position and prospects, taking into account the results of Alpha’s due diligence of Contura;
|
•
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the financial conditions, results of operations, prospects and businesses of Alpha and Contura relative to one another, including the respective companies’ reserves, production volumes, cash flows from operations, and fully diluted market capitalizations;
|
•
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the Alpha boards’ knowledge of the current environment in the mining industry, including economic conditions, the potential for continued consolidation, current financial market conditions and the likely effects of these factors on Contura’s and Alpha’s potential growth, development, productivity and strategic options;
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•
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Alpha management’s estimate the combination would ultimately be expected to generate cost savings on a run-rate basis of approximately $34 million annually;
|
•
|
the strategic nature of the transaction, which would be expected to create a company:
|
◦
|
that would be the largest supplier of metallurgical coal in the United States and a premier supplier of thermal coal, with approximately 30 mines and combined coal reserves of over a billion tons;
|
◦
|
with an expanded operating footprint, more diversified product offerings, improved metallurgical coal blending capabilities and significantly enhanced scale, and with a significantly larger combined enterprise value;
|
◦
|
that would be well-equipped to respond to economic, regulatory, legislative and other developments affecting the combined company particularly and the coal industry generally;
|
◦
|
based on liquidity projections provided by Contura, with the financial wherewithal to fulfill the obligations of Alpha in respect of contingent revenue payments pursuant to the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, dated May 27, 2016, as modified and confirmed by the Order Confirming Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, as Modified (Docket No. 3038), entered by the Bankruptcy Court on July 12, 2016 (the “bankruptcy plan”);
|
◦
|
with the prospects for an expanded customer base to allow for new business relationships and transactions not available to either company on a stand-alone basis;
|
◦
|
other advantages over Alpha as a stand-alone company;
|
•
|
the fact that Contura is a “Qualified Buyer” within the meaning of the bankruptcy plan;
|
•
|
that the exchange ratio would enable Alpha stockholders to own approximately 46.5% of the combined company, based on current stock prices and capital structures, which would provide Alpha stockholders with greater investment diversification while giving them the opportunity to participate in any future earnings or growth of the combined company and future appreciation in the value of the combined company’s common stock following the mergers should they determine to retain the Contura common stock received in the merger;
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•
|
that there has been only limited trading in Alpha’s common stock, and that some of Alpha’s largest stockholders had expressed a strong desire to achieve liquidity for their investment;
|
•
|
the fact that the transactions would provide Alpha’s stockholders with the opportunity to achieve increased liquidity through a combination of: the listing of Contura’s common stock on the New York Stock Exchange, the
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•
|
the terms of the merger agreement, including:
|
◦
|
the fact that the merger agreement provides ANR the right to appoint four of Contura’s nine directors upon consummation of the merger, and requires Contura to nominate ANR’s director designees for election to the board of directors of Contura through the completion of Contura’s 2019 annual meeting;
|
◦
|
the fact that shares of Class C-1 common stock and Holdings common stock would be exchanged in the mergers for shares of Contura common stock using a single exchange ratio, which the Alpha boards considered to be appropriate because (i) Holdings’ only asset is all of the outstanding Class C-2 common stock, (ii) the number of outstanding shares of Holdings common stock equals the number of outstanding shares of Class C-2 common stock (
i.e.
, for each one share of Holdings common stock, Holdings holds one share of Class C-2 common stock), (iii) the only material difference between Class C-1 common stock and Class C-2 common stock is the modestly higher voting power of Class C-2 common stock, (iv) the ANR certificate of incorporation provides that the holders of Class C-1 common stock and the holders of Class C-2 common stock are treated equally in respect of dividends and distributions and upon liquidation and that holders of Class C-1 common and holders of Class C-2 common stock are to receive the same per share consideration in any merger or similar transaction, (v) Holdings common stock had not historically traded at a premium to Class C-1 common stock (as reflected in the materials provided by BRG to the Holdings board), and (vi) the Holdings board’s experience, and BRG’s view based on its experience, that enhanced voting power or a non-controlling ownership interest like that of Holdings in ANR, would not typically result in a premium to the holders of that interest in a merger or similar transaction;
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◦
|
the provisions of the merger agreement that allow Alpha to engage in negotiations with, and provide information to, third parties, under certain circumstances in response to an unsolicited bona fide acquisition proposal received prior to Alpha stockholder approval of the merger agreement that Alpha’s board of directors determines in good faith, after consultation with outside counsel and financial advisors, constitutes or would reasonably be likely to lead to a transaction that is more favorable from a financial point of view to Alpha stockholders than the mergers (taking into account modifications that may be proposed by Contura);
|
◦
|
the ability of the ANR board and the Holdings board to change their respective recommendations with respect to the merger agreement and the applicable merger in response to a superior proposal, if failure to do so would be inconsistent with their fiduciary duties;
|
◦
|
the belief that the terms of the merger agreement, taken as a whole, provide a significant degree of certainty that the mergers will be completed, including the facts that (i) the conditions required to be satisfied prior to completion of the mergers, such as the receipt of ANR and Holdings stockholder approval and antitrust clearance, are expected to be fulfilled, (ii) the mergers are not contingent upon any financing or similar condition, and (iii) there are limited circumstances in which Contura may terminate the merger agreement;
|
◦
|
the fact that, in certain circumstances, if the merger agreement is terminated due to an order, decree or ruling under applicable antitrust laws (or otherwise as a result of a failure to obtain antitrust approval or at the time of termination the conditions precedent to Contura’s obligations to consummate the closing have been satisfied), Contura will owe Alpha a cash (reverse) termination fee of $19 million;
|
◦
|
the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations, are reasonable and that deal protections in favor of Contura were neither coercive to stockholders nor preclusive of competing offers;
|
•
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the fixed number of shares of Contura common stock that ANR and Holdings stockholders would receive in exchange for their common stock, which provides the opportunity for ANR and Holdings stockholders to benefit from any increase in the trading price of Contura common stock between the announcement of the transaction and the completion of the mergers;
|
•
|
the Alpha boards of directors’ analyses of other strategic alternatives for Alpha, including continued growth as an independent company and the potential to acquire, be acquired by or combine with other third parties;
|
•
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the fact that ANR’s financial advisor contacted or communicated with a number of potential strategic partners and purchasers in addition to Contura to determine whether they would be interested in potentially acquiring, or entering into strategic transaction with, Alpha and the boards of directors considered proposals made by some of such potential purchasers and strategic partners;
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•
|
that no other parties had proposed an alternative transaction as favorable to ANR stockholders or Holdings stockholders as the transaction offered by Contura;
|
•
|
the fact that a vote of ANR stockholders entitled to vote on the ANR merger is required under Delaware law to adopt the merger agreement, and that stockholders who do not vote in favor of the adoption of the merger agreement will have the right to demand appraisal of the fair value of their shares under Delaware law if the ANR merger is approved and consummated;
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•
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the fact that a vote of Holdings stockholders entitled to vote on the Holdings merger is required under Delaware law to adopt the merger agreement, and that stockholders who do not vote in favor of the adoption of the merger agreement will have the right to demand appraisal of the fair value of their shares under Delaware law if the Holdings merger is approved and consummated;
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•
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the expected qualification of each merger as a “reorganization” within the meaning of Section 368(a) of the Code, which generally allows Alpha stockholders to defer the recognition of any gain from the receipt of the share portion of the merger consideration, as described in the section entitled “Material United States Federal Income Tax Consequences of the Mergers” beginning on page 316;
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•
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the financial analysis and opinion of BRG presented to the Holdings board of directors on April 29, 2018;
|
•
|
the opinion of Moelis, dated April 29, 2018, addressed to ANR’s board of directors as to the fairness, from a financial point of view and as of the date of such opinion, of the exchange ratio set forth in the merger agreement to the holders of Class C-1 common stock, as more fully described below under the caption “The Mergers — Opinion of ANR’s Financial Advisor”;
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•
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Contura’s agreements to provide to current employees of Alpha compensation opportunities and benefits that are substantially comparable, in the aggregate, to the compensation opportunities and benefits provided by Alpha prior to the mergers or by Contura to similarly situated employees, to honor certain obligations of Alpha to its current employees, and to provide credit for certain compensation plans for service rendered by Alpha’s current employees prior to the closing; and
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•
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Alpha management’s support of the mergers.
|
•
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the fact that the mergers might not be completed in a timely manner or at all, due to a failure of certain conditions, including the failure to obtain approval of the transaction by antitrust regulatory authorities or necessary consents;
|
•
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the risks relating to the public announcement and pendency of the mergers and the risks and costs to Alpha (including costs relating to Alpha’s performance under the merger agreement) if the transaction does not close on a timely basis or does not close at all, including the impact on Alpha’s relationships with employees, vendors, customers and other third parties;
|
•
|
the risk of diverting management focus, employee attention and resources from other strategic opportunities and from operational matters while working to complete the mergers and implement merger integration efforts;
|
•
|
the challenges of combining the businesses, operations and workforces of Alpha and Contura and realizing the anticipated cost savings and operating synergies;
|
•
|
the nature and amount of payments and benefits to be received by Alpha management in connection with the mergers;
|
•
|
the terms and conditions of the merger agreement, including:
|
◦
|
the restrictions on Alpha’s ability to solicit or participate in discussions or negotiations regarding alternative transactions, subject to specified exceptions;
|
◦
|
the requirement that Alpha provide Contura with an opportunity to propose revisions to the merger agreement prior to the board of directors of either ANR or Holdings being able to change its recommendation with respect to the merger agreement or the applicable merger;
|
◦
|
the requirement that Alpha submit the merger agreement and the mergers to stockholder votes even if the Alpha boards of directors do not recommend that their respective stockholders approve them;
|
◦
|
that Alpha must pay to Contura a termination fee of $19 million if the merger agreement is terminated under circumstances specified in the merger agreement, as described in the section entitled “The Merger Agreement — Termination Fees” beginning on page 161, which may have the effect of discouraging third parties from proposing an alternative business combination transaction;
|
◦
|
the requirement that Alpha generally conduct its business only in the ordinary course and that Alpha is subject to a variety of other restrictions on the conduct of its business prior to the completion of the mergers, any of which may delay or prevent Alpha from pursuing business opportunities that may arise or may delay or preclude Alpha from taking actions that would be advisable if it were to remain an independent company;
|
◦
|
that Contura may terminate the merger agreement if holders of more than 10% of the outstanding Holdings common stock and Class C-1 common stock (excluding shares held by persons who also own more than 1% of Contura’s outstanding common stock) properly demand appraisal of their shares in accordance with Section 262 of the DGCL; and
|
•
|
because the merger consideration is a fixed number of shares of Contura common stock per Alpha share, the Alpha stockholders could be adversely affected by a decrease in the trading price of Contura common stock after the date of execution of the merger agreement, and the merger agreement does not provide Alpha with a price-based termination right or other similar protection for Alpha or its stockholders, such as a “collar” with respect to Contura’s stock price;
|
•
|
the fact that Alpha’s directors and executive officers have interests in the mergers that may be different from, or in addition to, those of Alpha’s stockholders generally, including those interests that are a result of employment and compensation arrangements with Alpha’s executive officers, and the manner in which they would be affected by the merger, as described more fully in the section entitled “Summary—Interests of Alpha’s Directors and Executive Officers in the Mergers” beginning on page 10;
|
•
|
the fact that Contura may incur additional indebtedness of up to approximately $100 million prior to or concurrently with the closing of the mergers, and may incur additional indebtedness following the mergers, which debt may adversely impact Contura’s operations following the mergers;
|
•
|
the risks that the financial results and the stock price of the combined company might decline, including the possible adverse effects on the stock price and financial results of the combined company if the benefits and synergies expected from the mergers are not obtained on a timely basis or at all;
|
•
|
the significant costs involved in connection with negotiating the merger agreement and completing the mergers (and that if the mergers are not consummated due to Alpha’s failure to obtain requisite stockholder approval, Alpha may be required to bear such costs and expenses incurred by Contura), the substantial management time and effort required to effectuate the mergers and the related disruption to Alpha’s day-to-day operations during the pendency of the merger; and
|
•
|
the risks described in the section entitled “Risk Factors” beginning on page 34.
|
•
|
reviewed certain publicly available business and financial information relating to ANR, Holdings and Contura;
|
•
|
reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of ANR furnished to Moelis by ANR, including financial forecasts provided to Moelis (and discussed with Moelis) by ANR’s management (described on page 112 and referred to in this section as “ANR Projections”);
|
•
|
reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Contura furnished to Moelis by Contura, including financial forecasts provided to Moelis (and discussed with Moelis) by Contura’s management (described on page 124 and referred to in this section as “Contura Base Case”);
|
•
|
reviewed certain financial forecasts for Contura reflecting adjustments to the Contura Base Case made by the management of ANR regarding the financial impact attributable to the expiration of ANR’s marketing arrangement with Contura (described on page 112 and referred to in this section as the “Adjusted Contura Projections”);
|
•
|
reviewed estimates of management of ANR regarding cost savings anticipated to result from the mergers, including the amount and timing thereof (referred to in this section as the “Synergy Estimates”);
|
•
|
reviewed estimates of management of ANR regarding ANR’s and Contura’s anticipated utilization of their respective net operating losses and realization of their respective other tax assets, including the amount and timing thereof (referred to in this section as the “Tax Attribute Estimates”);
|
•
|
conducted discussions with members of senior management and representatives of ANR and Contura concerning the information described above, as well as the business and prospects of ANR and Contura generally;
|
•
|
reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;
|
•
|
reviewed a draft, dated April 28, 2018, of the merger agreement;
|
•
|
participated in certain discussions and negotiations among representatives of ANR and Contura and their advisors; and
|
•
|
conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.
|
•
|
Adjusted EBITDA-generally the amount of the relevant company’s earnings before interest, taxes, depreciation, amortization, and any one-time and non-recurring items for a specified time period as adjusted to remove the estimated impact (which, in the case of ANR and Contura, were provided by ANR management and Contura management, respectively) of expenses and credits associated with pension and other post-employment benefits, black lung and workers’ compensation.
|
•
|
Adjusted Enterprise Value-generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the value of its net debt (the face amount of total debt and preferred stock, liabilities relating to pension and other post-employment benefits on a tax-effected basis, black lung and workers’ compensation on a tax-effected basis, net of associated restricted cash, and book value of non-controlling interests less the amount of cash and cash equivalents, as reflected on its most recently available balance sheet). For ANR and Contura, Adjusted Enterprise Values were adjusted to include, based on publicly available information or estimates provided to Moelis by ANR and Contura, the present value of each of (i) certain of ANR’s contingent royalty payment liabilities, (ii) certain net liabilities arising from settlements relating to ANR’s and Contura’s prior respective bankruptcies, (iii) certain potential historical tax assets (as allocated to ANR and Contura by ANR management), and (iv) the release in the future of restricted cash associated with certain surety bonds.
|
•
|
Teck Resources Ltd.
|
•
|
Peabody Energy Corporation
|
•
|
Arch Coal Inc.
|
•
|
Warrior Met Coal Inc.
|
•
|
Contura Energy Inc.
|
•
|
Ramaco Resources Inc.
|
•
|
Cloud Peak Energy Inc.
|
•
|
Corsa Coal Corp.
|
Selected Publicly Traded Company
|
|
Adjusted Enterprise Value
/ 2018E Adjusted EBITDA
|
|
Adjusted Enterprise Value
/ 2019E Adjusted EBITDA
|
Teck Resources Ltd.
|
|
4.2x
|
|
4.7x
|
Peabody Energy Corporation
|
|
4.1x
|
|
5.3x
|
Arch Coal Inc.
|
|
4.6x
|
|
5.0x
|
WarriorMet Coal Inc.
|
|
3.6x
|
|
5.7x
|
Contura Energy Inc.
|
|
3.3x
|
|
3.7x
|
Ramaco Resources Inc.
|
|
4.6x
|
|
3.5x
|
Cloud Peak Energy Inc.
|
|
5.9x
|
|
6.5x
|
Corsa Coal Corp.
|
|
3.4x
|
|
N/A
|
Implied Exchange Ratio Reference Ranges Based On:
|
|
Merger Exchange Ratio
|
||
2018E Adjusted EBITDA
0.2160x - 0.5025x
|
|
2019E Adjusted EBITDA
0.2958x - 0.8043x
|
|
0.4071x
|
Implied Exchange Ratio Reference Range
|
|
Merger Exchange Ratio
|
0.2828x - 0.4680x
|
|
0.4071x
|
Illustrative Pro Forma
Trading Value
(2018E Adj. EBITDA)
No Synergies
|
|
Illustrative Pro Forma
Trading Value
(2018E Adj. EBITDA)
With Synergies
|
|
Illustrative Pro Forma
Trading Value
(2019E Adj. EBITDA)
No Synergies
|
|
Illustrative Pro Forma
Trading Value
(2019E Adj. EBITDA)
With Synergies
|
$23.99
|
|
$25.98
|
|
$23.99
|
|
$26.54
|
•
|
Moelis reviewed the relative financial contributions of ANR and Contura to the future financial performance of the combined company on a pro forma basis based on financial forecasts and other information and data provided by ANR’s management.
|
•
|
implied historical trading ratios for ANR and Contura derived by dividing daily closing stock prices of ANR common stock and Contura common stock for the period from March 6, 2018 (the first trading day following ANR’s capital streamlining transaction) through April 26, 2018, and Moelis noted that the exchange ratios implied by the April 26 trading prices, and the 10-day, 20-day and 30-day volume weighted average prices ended April 26, 2018, were 0.3427x, 0.3537x, 0.3564x and 0.3578x, respectively, compared to the exchange ratio of 0.4071x.
|
•
|
reviewed certain financial statements for ANR and Contura;
|
•
|
reviewed certain financial forecasts and other information and data relating to ANR which were provided to and discussed with BRG by the management of ANR, including financial forecasts relating to ANR prepared by ANR management which, among other items, assumes the expiration at the end of 2019 of a marketing agreement with Contura stipulating coal purchases at agreed upon index prices;
|
•
|
reviewed certain financial forecasts and other information and data relating to Contura, which were provided to and discussed with BRG by the management of Contura, including financial forecasts relating to Contura prepared by Contura management;
|
•
|
reviewed the draft Agreement and Plan of Merger dated April 28, 2018, by and among Contura, ANR, Holdings, MergerSub1 and MergerSub2;
|
•
|
reviewed documents related to each of ANR’s and Contura’s background;
|
•
|
held discussions with certain senior officers, directors and other representatives and advisors of Holdings, ANR and Contura concerning the businesses, operations and prospects of ANR and Contura, including with respect to certain tax benefit projections;
|
•
|
reviewed certain publicly available business and financial information relating to Holdings, ANR and Contura;
|
•
|
analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations BRG considered relevant in evaluating those of ANR and Contura;
|
•
|
considered, to the extent publicly available, the financial terms of certain other M&A transactions which BRG considered relevant in evaluating the transactions contemplated by the merger agreement; and
|
•
|
conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as BRG deemed to be appropriate in arriving at its opinion.
|
|
|
Discounted Cash Flow Analysis
|
||||||
Range
|
|
Low
|
|
High
|
||||
Unadjusted
|
|
|
|
|
||||
Contura indicated Price Per Share (Rounded)
|
|
$
|
64.29
|
|
|
$
|
79.64
|
|
Holdings indicated Price Per Share (Rounded)
|
|
18.87
|
|
|
26.06
|
|
||
|
|
|
|
|
||||
Tax-Adjusted
|
|
|
|
|
||||
Contura indicated Price Per Share (Rounded)
|
|
$
|
65.25
|
|
|
$
|
80.60
|
|
Holdings indicated Price Per Share (Rounded)
|
|
24.17
|
|
|
31.33
|
|
|
|
Implied BRG Range
|
|
Exchange ratio
|
Holdings common stock Merger exchange ratio (unadjusted)
|
|
0.2370x - 0.4054x
|
|
0.4071x
|
Holdings common stock Merger exchange ratio (tax adjusted)
|
|
0.2998x - 0.4801x
|
|
0.4071x
|
•
|
Arch Coal, Inc.
|
•
|
CONSOL Energy Inc.
|
•
|
Contura Energy, Inc.
|
•
|
Corsa Coal Corp.
|
•
|
Ramaco Resources, Inc.
|
•
|
Warrior Met Coal, Inc.
|
|
|
EBITDA Multiple
|
||||
Company Name
|
|
LTM
|
|
2018E
|
|
2019E
|
Arch Coal, Inc.
|
|
4.1x
|
|
4.3x
|
|
4.9x
|
Contura Energy, Inc.
|
|
3.7x
|
|
3.4x
|
|
3.8x
|
Warrior Met Coal, Inc.
|
|
3.2x
|
|
3.1x
|
|
4.8x
|
Corsa Coal Corp.
|
|
2.1x
|
|
3.1x
|
|
2.9x
|
Ramaco Resources, Inc.
|
|
nm
|
|
4.2x
|
|
2.8x
|
CONSOL Energy Inc.
|
|
7.5x
|
|
6.7x
|
|
6.8x
|
|
|
Selected Public Companies Analysis
|
||||||
Range
|
|
Low
|
|
High
|
||||
Unadjusted
|
|
|
|
|
||||
Contura indicated Price Per Share (Rounded)
|
|
$
|
62.37
|
|
|
$
|
74.85
|
|
Holdings indicated Price Per Share (Rounded)
|
|
20.22
|
|
|
25.61
|
|
||
|
|
|
|
|
||||
Tax-Adjusted
|
|
|
|
|
||||
Contura indicated Price Per Share (Rounded)
|
|
$
|
63.33
|
|
|
$
|
75.81
|
|
Holdings indicated Price Per Share (Rounded)
|
|
25.51
|
|
|
30.88
|
|
|
|
Implied BRG Range
|
|
Exchange ratio
|
Holdings common stock Merger exchange ratio (unadjusted)
|
|
0.2702x - 0.4107x
|
|
0.4071x
|
Holdings common stock Merger exchange ratio (tax adjusted)
|
|
0.3365x - 0.4876x
|
|
0.4071x
|
Closed Date
|
|
Acquirer
|
|
Target
|
|
EBITDA Multiple
|
3/29/2018
|
|
Coronado Coal LLC
|
|
Wesfarmers Curragh Pty Ltd.
|
|
na
|
9/1/2017
|
|
Yancoal Australia Ltd
|
|
Coal & Allied Industries Ltd.
|
|
na
|
3/31/2016
|
|
Senior Lenders of Walter Energy, Inc.
|
|
Walter Energy, Inc., Substantially All Assets
|
|
na
|
3/23/2016
|
|
PT Wahana Sentosa Cemerlang
|
|
PT Baramulti Suksessarana Tbk
|
|
4.4x
|
12/22/2015
|
|
Seneca Coal Resources, LLC
|
|
Cliffs North American Coal LLC
|
|
na
|
10/212015
|
|
ENEA S.A.
|
|
Lubelski Wegiel Bogdanka S.A.
|
|
4.0x
|
8/1/2015
|
|
Westmoreland Resource Partners, LP
|
|
Westmoreland Kemmerer, LLC
|
|
6.4x
|
7/15/2015
|
|
Argyle Street Management Limited
|
|
Asia Resource Minerals plc (nka: Asia Resource Minerals Limited)
|
|
5.7x
|
|
|
Selected Precedent Transactions Analysis
|
||||||
Range
|
|
Low
|
|
High
|
||||
Unadjusted
|
|
|
|
|
||||
Contura indicated Price Per Share (Rounded)
|
|
$
|
70.05
|
|
|
$
|
82.52
|
|
Holdings indicated Price Per Share (Rounded)
|
|
22.92
|
|
|
28.76
|
|
||
|
|
|
|
|
||||
Tax-Adjusted
|
|
|
|
|
||||
Contura indicated Price Per Share (Rounded)
|
|
$
|
71.01
|
|
|
$
|
83.48
|
|
Holdings indicated Price Per Share (Rounded)
|
|
28.19
|
|
|
34.01
|
|
|
|
Implied BRG Range
|
|
Exchange ratio
|
Holdings common stock Merger exchange ratio (unadjusted)
|
|
0.2777x - 0.4106x
|
|
0.4071x
|
Holdings common stock Merger exchange ratio (tax adjusted)
|
|
0.3377x - 0.4790x
|
|
0.4071x
|
|
|
Trading Price Analysis
|
||||||
Range
|
|
Low
|
|
High
|
||||
Unadjusted
|
|
|
|
|
||||
Contura Indicated Price Per Share (Rounded)
|
|
$
|
66.24
|
|
|
$
|
66.33
|
|
Holdings Indicated Price Per Share (Rounded)
|
|
22.60
|
|
|
23.88
|
|
|
|
Implied BRG Range
|
|
Exchange ratio
|
Holdings common stock Merger exchange ratio
|
|
0.3412x - 0.3601x
|
|
0.4071x
|
|
|
Contribution
|
|
Asset Contribution
|
||||||||||||||
|
|
ANR
|
|
Contura
|
|
Combined
|
|
ANR
|
|
Contura
|
||||||||
|
|
$ in millions
|
||||||||||||||||
Volume/Tons Sold (000’s)
|
2017
|
14,963
|
|
|
15,657
|
|
|
30,620
|
|
|
49
|
%
|
|
51
|
%
|
|||
|
2018E
|
14,410
|
|
|
16,102
|
|
|
30,512
|
|
|
47
|
%
|
|
53
|
%
|
|||
|
2019E
|
14,681
|
|
|
15,924
|
|
|
30,604
|
|
|
48
|
%
|
|
52
|
%
|
|||
|
2020E
|
14,681
|
|
|
15,897
|
|
|
30,577
|
|
|
48
|
%
|
|
52
|
%
|
|||
|
2021E
|
14,681
|
|
|
15,566
|
|
|
30,246
|
|
|
49
|
%
|
|
51
|
%
|
|||
|
2022E
|
14,681
|
|
|
16,409
|
|
|
31,090
|
|
|
47
|
%
|
|
53
|
%
|
|||
Total Sales
|
2017
|
$
|
1,271
|
|
|
$
|
1,650
|
|
|
$
|
2,921
|
|
|
44
|
%
|
|
56
|
%
|
|
2018E
|
1,222
|
|
|
1,454
|
|
|
2,676
|
|
|
46
|
%
|
|
54
|
%
|
|||
|
2019E
|
1,144
|
|
|
1,262
|
|
|
2,406
|
|
|
48
|
%
|
|
52
|
%
|
|||
|
2020E
|
1,087
|
|
|
1,186
|
|
|
2,273
|
|
|
48
|
%
|
|
52
|
%
|
|||
|
2021E
|
1,078
|
|
|
1,169
|
|
|
2,247
|
|
|
48
|
%
|
|
52
|
%
|
|||
|
2022E
|
1,078
|
|
|
1,207
|
|
|
2,285
|
|
|
47
|
%
|
|
53
|
%
|
|||
Gross Profit
|
2017
|
$
|
294
|
|
|
$
|
278
|
|
|
$
|
571
|
|
|
51
|
%
|
|
49
|
%
|
|
2018E
|
291
|
|
|
358
|
|
|
649
|
|
|
45
|
%
|
|
55
|
%
|
|||
|
2019E
|
266
|
|
|
250
|
|
|
516
|
|
|
52
|
%
|
|
48
|
%
|
|||
|
2020E
|
215
|
|
|
200
|
|
|
414
|
|
|
52
|
%
|
|
48
|
%
|
|||
|
2021E
|
207
|
|
|
192
|
|
|
399
|
|
|
52
|
%
|
|
48
|
%
|
|||
|
2022E
|
207
|
|
|
225
|
|
|
432
|
|
|
48
|
%
|
|
52
|
%
|
|||
Adjusted EBITDA
|
2017
|
$
|
258
|
|
|
$
|
251
|
|
|
$
|
509
|
|
|
51
|
%
|
|
49
|
%
|
|
2018E
|
|
|
315
|
|
|
559
|
|
|
44
|
%
|
|
56
|
%
|
||||
|
2019E
|
|
|
209
|
|
|
432
|
|
|
52
|
%
|
|
48
|
%
|
||||
|
2020E
|
|
|
157
|
|
|
329
|
|
|
52
|
%
|
|
48
|
%
|
||||
|
2021E
|
|
|
150
|
|
|
314
|
|
|
52
|
%
|
|
48
|
%
|
||||
|
2022E
|
|
|
183
|
|
|
348
|
|
|
47
|
%
|
|
53
|
%
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
(1)
|
$
|
1,188
|
|
|
$
|
1,110
|
|
|
$
|
1,087
|
|
|
$
|
1,078
|
|
|
$
|
1,078
|
|
Gross Profit
(2)
|
257
|
|
|
232
|
|
|
215
|
|
|
207
|
|
|
207
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
210
|
|
|
189
|
|
|
172
|
|
|
164
|
|
|
164
|
|
|||||
Free Cash Flow
(4)
|
172
|
|
|
142
|
|
|
73
|
|
|
65
|
|
|
64
|
|
(1)
|
ANR’s management assumed that the marketing agreement between ANR and Contura would either expire at the end of 2019 or be renegotiated, resulting in an $8 per ton benefit to ANR related to the volume sold by Contura, beginning in 2020.
|
(2)
|
Gross profit represents total revenue, less cash costs of production.
|
(3)
|
Adjusted EBITDA represents net income before interest, taxes, depreciation and amortization, plus market-to-market adjustments and accretion reduced by asset retirement obligations cash settlements.
|
(4)
|
Free Cash Flow represents cash flows from operating activities (including cash interest), less the amount of capital expenditures and contingent royalty payments and mitigation settlement payments, plus the amount of surety bond restricted cash released to ANR.
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|||||
|
(In millions)
|
|||||||||||||
Adjusted EBITDA (non-GAAP)
(1)
|
349
|
|
|
243
|
|
|
157
|
|
|
150
|
|
|
183
|
|
•
|
reviewed a draft of the merger agreement dated as of April 27, 2018;
|
•
|
reviewed certain publicly available financial statements and other business and financial information relating to Contura, ANR and Holdings which Ducera believed to be relevant, including publicly available research analysts’ reports;
|
•
|
reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to Contura prepared and furnished to Ducera by Contura’s management;
|
•
|
reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to ANR prepared by ANR and furnished to Ducera by Contura’s management;
|
•
|
reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to Holdings prepared by ANR and furnished to Ducera by Contura’s management;
|
•
|
reviewed certain non-public projected financial data relating to Contura prepared and furnished to Ducera by Contura’s management;
|
•
|
reviewed certain non-public projected financial data relating to ANR prepared by ANR and furnished to Ducera by Contura’s management;
|
•
|
reviewed and discussed the past and current business, operations, current financial condition and financial projections of Contura and ANR with Contura’s management (including their views on the amounts, timing, risks, achievability and uncertainties of attaining such projections);
|
•
|
reviewed the reported prices and the historical trading activity of Contura Common Stock and ANR Class C-1 common stock and compared such prices with those of securities of certain publicly traded companies which Ducera believed to be relevant;
|
•
|
reviewed certain non-public estimates of tax refunds allocable to ANR based on analysis and information furnished to Ducera by Contura’s management;
|
•
|
compared the financial performance of Contura and ANR and their respective stock market trading multiples with those of certain other publicly traded companies which Ducera believed to be relevant;
|
•
|
reviewed estimates of synergies anticipated by Contura’s management to result from the mergers; and
|
•
|
performed such other studies, analyses and examinations and considered such other factors which Ducera believed to be appropriate.
|
•
|
Contura
|
•
|
Peabody Energy
|
•
|
Arch Coal
|
•
|
Alliance Resource Partners
|
•
|
Consol Energy
|
•
|
Cloud Peak Energy
|
•
|
Warrior Met Coal
|
•
|
Ramaco Resources
|
•
|
Corsa Coal
|
•
|
ANR
|
•
|
Peabody Energy
|
•
|
Arch Coal
|
•
|
Alliance Resource Partners
|
•
|
Consol Energy
|
•
|
Cloud Peak Energy
|
•
|
Warrior Met Coal
|
•
|
Ramaco Resources
|
•
|
Corsa Coal
|
Relative Contributions - Contura Management Case
|
|
Contura
|
|
ANR
|
||||
Relative Market Multiple Implied Equity Value
|
|
$5/Ton T&L Margin
|
|
2018E EBITDA
|
|
56.9%
|
|
43.1%
|
|
2019E EBITDA
|
|
52.5%
|
|
47.5%
|
|||
|
2020E EBITDA
|
|
53.1%
|
|
46.9%
|
|||
|
$8/Ton T&L Margin
|
|
2018E EBITDA
|
|
55.2%
|
|
44.8%
|
|
|
2019E EBITDA
|
|
50.1%
|
|
49.9%
|
|||
|
2020E EBITDA
|
|
49.8%
|
|
50.2%
|
|||
DCF
|
|
$5/Ton T&L
|
|
57.0%
|
|
43.0%
|
||
|
$8/Ton T&L
|
|
53.3%
|
|
46.7%
|
|||
Market Value
|
|
Current as of April 27, 2018
|
|
58.0%
|
|
42.0%
|
||
|
30-day VWAP as of April 27, 2018
|
|
56.3%
|
|
43.7%
|
Relative Contributions - Alternative Contura Projections
|
|
Contura
|
|
ANR
|
||||
Relative Market Multiple Implied Equity Value
|
|
$5/Ton T&L Margin
|
|
2018E EBITDA
|
|
56.9%
|
|
43.1%
|
|
2019E EBITDA
|
|
54.8%
|
|
45.2%
|
|||
|
2020E EBITDA
|
|
56.7%
|
|
43.3%
|
|||
|
$8/Ton T&L Margin
|
|
2018E EBITDA
|
|
51.9%
|
|
48.1%
|
|
|
2019E EBITDA
|
|
52.7%
|
|
47.3%
|
|||
|
2020E EBITDA
|
|
53.7%
|
|
46.3%
|
|||
DCF
|
|
$5/Ton T&L
|
|
59.3%
|
|
40.7%
|
||
|
$8/Ton T&L
|
|
55.9%
|
|
44.1%
|
|||
Market Value
|
|
Current as of April 27, 2018
|
|
58.0%
|
|
42.0%
|
||
|
30-day VWAP as of April 27, 2018
|
|
56.3%
|
|
43.7%
|
Relative Contributions - Alternative ANR Projections
|
|
Contura
|
|
ANR
|
||||||
Relative Market Multiple Implied Equity Value
|
|
$5/Ton T&L Margin
|
|
2018E EBITDA
|
|
56.9
|
%
|
|
43.1
|
%
|
|
2019E EBITDA
|
|
58.3
|
%
|
|
41.7
|
%
|
|||
|
2020E EBITDA
|
|
62.8
|
%
|
|
37.2
|
%
|
|||
|
$8/Ton T&L Margin
|
|
2018E EBITDA
|
|
55.2
|
%
|
|
44.8
|
%
|
|
|
2019E EBITDA
|
|
55.5
|
%
|
|
44.5
|
%
|
|||
|
2020E EBITDA
|
|
58.7
|
%
|
|
41.3
|
%
|
|||
DCF
|
|
$5/Ton T&L
|
|
67.3
|
%
|
|
32.7
|
%
|
||
|
$8/Ton T&L
|
|
62.5
|
%
|
|
37.5
|
%
|
|||
Market Value
|
|
Current as of April 27, 2018
|
|
58
|
%
|
|
42
|
%
|
||
|
30-day VWAP as of April 27, 2018
|
|
56.3
|
%
|
|
43.7
|
%
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,454
|
|
|
$
|
1,262
|
|
|
$
|
1,186
|
|
|
$
|
1,169
|
|
|
$
|
1,207
|
|
Gross Profit
(1)
|
392
|
|
|
284
|
|
|
234
|
|
|
226
|
|
|
259
|
|
|||||
EBITDA (non-GAAP)
(2)
|
349
|
|
|
243
|
|
|
191
|
|
|
184
|
|
|
218
|
|
|||||
Unlevered Free Cash Flow
(4)
|
258
|
|
|
134
|
|
|
95
|
|
|
99
|
|
|
140
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,454
|
|
|
$
|
1,262
|
|
|
$
|
1,186
|
|
|
$
|
1,169
|
|
|
$
|
1,207
|
|
Gross Profit
(1)
|
392
|
|
|
284
|
|
|
213
|
|
|
205
|
|
|
237
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
342
|
|
|
238
|
|
|
166
|
|
|
160
|
|
|
195
|
|
|||||
Unlevered Free Cash Flow
(4)
|
265
|
|
|
204
|
|
|
93
|
|
|
87
|
|
|
129
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,454
|
|
|
$
|
1,262
|
|
|
$
|
1,186
|
|
|
$
|
1,169
|
|
|
$
|
1,207
|
|
Gross Profit
(1)
|
392
|
|
|
284
|
|
|
200
|
|
|
192
|
|
|
225
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
342
|
|
|
238
|
|
|
153
|
|
|
147
|
|
|
182
|
|
|||||
Unlevered Free Cash Flow
(4)
|
265
|
|
|
204
|
|
|
80
|
|
|
74
|
|
|
116
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,454
|
|
|
$
|
1,262
|
|
|
$
|
1,186
|
|
|
$
|
1,169
|
|
|
$
|
1,207
|
|
Gross Profit
(1)
|
392
|
|
|
317
|
|
|
246
|
|
|
242
|
|
|
257
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
342
|
|
|
271
|
|
|
200
|
|
|
198
|
|
|
215
|
|
|||||
Unlevered Free Cash Flow
(4)
|
265
|
|
|
237
|
|
|
126
|
|
|
124
|
|
|
148
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,454
|
|
|
$
|
1,262
|
|
|
$
|
1,186
|
|
|
$
|
1,169
|
|
|
$
|
1,207
|
|
Gross Profit
(1)
|
392
|
|
|
317
|
|
|
233
|
|
|
229
|
|
|
244
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
342
|
|
|
271
|
|
|
187
|
|
|
185
|
|
|
202
|
|
|||||
Unlevered Free Cash Flow
(4)
|
265
|
|
|
237
|
|
|
113
|
|
|
112
|
|
|
136
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,188
|
|
|
$
|
1,110
|
|
|
$
|
1,087
|
|
|
$
|
1,078
|
|
|
$
|
1,078
|
|
Gross Profit
(1)
|
257
|
|
|
232
|
|
|
202
|
|
|
194
|
|
|
194
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
210
|
|
|
189
|
|
|
159
|
|
|
151
|
|
|
151
|
|
|||||
Unlevered Free Cash Flow
(5)
|
180
|
|
|
185
|
|
|
67
|
|
|
56
|
|
|
55
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,188
|
|
|
$
|
1,110
|
|
|
$
|
1,087
|
|
|
$
|
1,078
|
|
|
$
|
1,078
|
|
Gross Profit
(1)
|
257
|
|
|
232
|
|
|
215
|
|
|
207
|
|
|
207
|
|
|||||
Adjusted EBITDA (non-GAAP)
(3)
|
210
|
|
|
189
|
|
|
172
|
|
|
164
|
|
|
164
|
|
|||||
Unlevered Free Cash Flow
(5)
|
180
|
|
|
185
|
|
|
78
|
|
|
66
|
|
|
65
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,188
|
|
|
$
|
1,110
|
|
|
$
|
1,087
|
|
|
$
|
1,078
|
|
|
$
|
1,078
|
|
Gross Profit
(1)
|
257
|
|
|
176
|
|
|
147
|
|
|
139
|
|
|
139
|
|
|||||
Adjusted EBITDA (non-GAAP)
(2)
|
210
|
|
|
133
|
|
|
104
|
|
|
96
|
|
|
96
|
|
|||||
Unlevered Free Cash Flow
(5)
|
180
|
|
|
136
|
|
|
21
|
|
|
8
|
|
|
8
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Total Revenue
|
$
|
1,188
|
|
|
$
|
1,110
|
|
|
$
|
1,087
|
|
|
$
|
1,078
|
|
|
$
|
1,078
|
|
Gross Profit
(1)
|
257
|
|
|
176
|
|
|
160
|
|
|
152
|
|
|
152
|
|
|||||
Adjusted EBITDA (non-GAAP)
(2)
|
210
|
|
|
133
|
|
|
117
|
|
|
109
|
|
|
109
|
|
|||||
Unlevered Free Cash Flow
(5)
|
180
|
|
|
136
|
|
|
33
|
|
|
20
|
|
|
20
|
|
(1)
|
Contura’s management assumed in two separate scenarios that the trading and logistics contract (assumed to expire at the end of 2019) was above market in favor of Contura by $5 per ton and $8 per ton, and accordingly, adjusted the Contura projections for the first and second scenarios to reallocate $5 per ton and $8 per ton of trading and logistics margin for the benefit of ANR beginning in 2020, respectively. The ANR Projections assumed $8 per ton of trading and logistics margin share beginning in 2020, and accordingly, Contura’s management adjusted the ANR Projections for the first scenario to reallocate $5 per ton of trading and logistics margin for the benefit of ANR beginning in 2020) and did not reallocate the trading and logistics margin share in the second scenario
.]
|
(2)
|
EBITDA represents net income before interest, taxes, depreciation and amortization, plus market-to-market adjustments
|
(3)
|
Adjusted EBITDA represents net income before interest, taxes, depreciation and amortization, plus market-to-market adjustments and accretion reduced by asset retirement obligations cash settlements.
|
(4)
|
Unlevered Free Cash Flow represents Adjusted EBITDA, less the amount of capital expenditures, cash taxes, changes in working capital, payments on account of liabilities arising out of the Alpha Natural Resources, Inc. Chapter 11 cases, plus the amount of surety bond restricted cash released to Contura and estimated tax refunds to be received.
|
(5)
|
Unlevered Free Cash Flow represents Adjusted EBITDA, less the amount of capital expenditures, cash taxes, changes in working capital, pension contributions, payments on account of water treatment and mitigation settlements, contingent royalty payments, plus the amount of surety bond restricted cash payments released to ANR and estimated tax refunds to be received.
|
•
|
deliver a written demand for appraisal of its appraisal rights shares to Holdings (with respect to a demand for appraisal of Holdings common stock) or ANR (with respect to a demand for appraisal of Class C-1 common stock) before the taking of the vote with respect to the merger agreement at the Holdings special meeting or ANR special meeting, respectively. This demand will be sufficient if it reasonably informs Holdings (if the demand is made with respect to Holdings common stock) or ANR (if the demand is made with respect to Class C-1 common stock) of the stockholder’s identity and that such stockholder intends thereby to demand the appraisal of its Holdings common stock or Class C-1 common stock, as applicable. A proxy or vote against the ANR merger and/or the Holdings merger will not constitute such a demand. The written demand for appraisal must be in addition to and separate from any proxy the stockholder delivers or vote the stockholder casts in person;
|
•
|
not vote in favor of approving the applicable merger (voting against, abstaining from voting or not voting at all will satisfy this requirement). A vote in favor of approving the ANR merger or the Holdings merger, in person or by proxy, or the return of a signed proxy that does not contain voting instructions will, unless revoked, constitute a waiver of the stockholder’s appraisal rights in respect of such merger and will nullify any previously filed written demand for appraisal;
|
•
|
continue to hold the class of appraisal rights shares as to which the stockholder has demanded appraisal from the date of making the demand through the effective time of the applicable merger (the stockholder will lose its appraisal rights if it transfers such shares before the effective time of the Holdings merger or ANR merger, as applicable); and
|
•
|
file (or Holdings or ANR, as the case may be, must file) a petition in the Delaware Court of Chancery, hereinafter referred to as the Court of Chancery, requesting a determination of the fair value of the stockholder’s appraisal rights shares within 120 days after the effective time of the ANR merger (if appraisal is demanded with respect to Class C-1 common stock) or the Holdings merger (if appraisal is demanded with respect to Holdings common stock). It is
|
Component Benefit and/or Payment
|
|
Amount
(1)
|
Salary and Bonus
|
|
$6,855,419
|
Pro Rata Bonus
|
|
$1,136,438
(2)
|
COBRA and Life Insurance Benefits
|
|
$84,763
|
Outplacement Benefits
|
|
$15,000
|
Total
|
|
$8,091,620
|
(1)
|
The amounts in the table do not reflect (i) the Cashout Amount, and (ii) up to $50,000 in legal fees.
|
(2)
|
The pro rata bonus is calculated based on the assumption that Mr. Stetson’s employment is terminated by Alpha Services without Cause or he terminates his employment with Alpha Services with Good Reason on [●].
|
Pay Grade
|
|
Covered Change in Control Termination Benefit Factor
|
|
Representative Job Position
|
28
|
|
2
|
|
President
|
27
|
|
1.5
|
|
High Executive Vice President
|
26
|
|
1.5
|
|
Chief Financial Officer/Chief Operations Officer/ Executive Vice President
|
25
|
|
1.5
|
|
General Counsel/Chief Administrative Officer
|
24
|
|
1.5
|
|
SVP, Met
SVP, Thermal
|
Name
|
|
Amount
(1)
|
||
Samuel Hopkins
|
|
$
|
2,371,226
|
|
Jason Whitehead
|
|
$
|
2,227,302
|
|
Judy Hill
|
|
$
|
1,736,291
|
|
Daniel Horn
|
|
$
|
1,220,186
|
|
William Davison
|
|
$
|
1,220,186
|
|
Andrew McCallister
|
|
$
|
1,795,533
|
|
(1)
|
The total amount for each individual includes a pro rata bonus, which is calculated based on the assumption that each individual receives payments under the KESP as a result of a covered Change in Control Termination that occurs on [●].
|
Name
|
|
Amount
|
||
David Stetson
|
|
$12,384,198
(1)
|
|
|
Samuel Hopkins
|
|
$
|
6,192,099
|
|
Jason Whitehead
|
|
$
|
6,192,099
|
|
Judy Hill
|
|
$
|
6,192,099
|
|
Daniel Horn
|
|
$
|
3,096,049
|
|
William Davison
|
|
$
|
3,096,049
|
|
Andrew McCallister
|
|
$
|
6,192,099
|
|
Harvey Tepner
|
|
$
|
3,096,049
|
|
John Lushefski
|
|
$
|
3,096,049
|
|
James Martin
|
|
$
|
1,548,025
|
|
Stephanie Timmermeyer
|
|
$
|
1,548,025
|
|
(1)
|
Of Mr. Stetson’s total amount, Mr. Stetson is expected to receive a cash amount of $3,499,983 to be paid to Mr. Stetson in lieu of 48,946 shares of Contura common stock.
|
Name
|
|
Potential Tax Reimbursement Amount
|
||
David Stetson
|
|
$
|
6,961,716
|
|
Samuel Hopkins
|
|
$
|
3,796,665
|
|
Jason Whitehead
|
|
$
|
4,171,049
|
|
Judy Hill
|
|
$
|
4,336,689
|
|
Daniel Horn
|
|
$
|
1,769,825
|
|
William Davison
|
|
$
|
1,816,616
|
|
Andrew McCallister
|
|
$
|
4,209,134
|
|
Name
|
|
Amount
|
||
Samuel Hopkins
|
|
$
|
754,399
|
|
Judy Hill
|
|
$
|
818,245
|
|
Andrew McCallister
|
|
$
|
611,292
|
|
•
|
due organization, good standing and the requisite corporate power and authority to carry on their respective businesses;
|
•
|
capital structure and equity securities;
|
•
|
ownership of subsidiaries;
|
•
|
corporate power and authority to enter into the merger agreement and due execution, delivery and enforceability of the merger agreement;
|
•
|
board of directors approval;
|
•
|
absence of conflicts with organizational documents, breaches of contracts and agreements, liens upon assets and violations of applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
|
•
|
absence of required governmental or other third party consents in connection with execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than governmental filings specified in the merger agreement;
|
•
|
preparation of financial statements in accordance with U.S. generally accepted accounting principles;
|
•
|
absence of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of internal accounting controls since July 26, 2016;
|
•
|
absence of any liabilities other than as and to the extent reflected or reserved against in the consolidated audited balance sheet as of December 31, 2017, incurred in the ordinary course of business consistent with past practice since December 31, 2017 or that would not have or reasonably be expected to have a material adverse effect;
|
•
|
absence of specified changes or events, and conduct of business in the ordinary course, since December 31, 2017;
|
•
|
absence since December 31, 2017 of any change, effect, event or occurrence that has had, or would reasonably be expected to have a material adverse effect;
|
•
|
absence of misleading information contained or incorporated into this joint proxy statement and prospectus and the registration statement of which this joint proxy statement and prospectus forms a part;
|
•
|
employee benefits matters and ERISA compliance since July 26, 2016;
|
•
|
labor matters and compliance with labor and employment law since July 26, 2016;
|
•
|
absence of proceedings before any governmental entity;
|
•
|
tax matters;
|
•
|
compliance with applicable laws;
|
•
|
permits under applicable mining laws and surety bonds;
|
•
|
environmental matters and compliance with environmental laws since July 26, 2016;
|
•
|
intellectual property;
|
•
|
real property and assets;
|
•
|
certain material contracts;
|
•
|
insurance;
|
•
|
major suppliers and customers;
|
•
|
absence of unlawful payments;
|
•
|
interested party agreements;
|
•
|
affirmative vote required by each party’s stockholders
|
•
|
receipt of an opinion from each party’s financial advisors; and
|
•
|
no brokers’ or finders’ fees.
|
•
|
any change, effect, circumstance, event or occurrence that is materially adverse to the assets, liabilities, business, condition (financial or otherwise) or results of operations of such party and its subsidiaries, taken as a whole, other than changes, effects, circumstances, events or occurrences to the extent resulting from:
|
◦
|
general changes after the date of the merger agreement in general economic conditions or in the industries in which such party and its subsidiaries operate, except to the extent such change, effect, circumstance, event or occurrence has a material and disproportionate effect on such party and its subsidiaries, taken as a whole, compared with other companies operating in the industries in which such party and is subsidiaries operate (and in any case, only such disproportionate impact will be taken into account for purposes of determining if a material adverse effect on such party has occurred);
|
◦
|
changes in law of general applicability or interpretations thereof by governmental entities or changes in generally accepted accounting principles or in accounting standards, except to the extent such change, effect, circumstance, event or occurrence has a material and disproportionate effect on such party and its subsidiaries, taken as a whole, compared with other companies operating in the industries in which such party and is subsidiaries operate (and in any case, only such disproportionate impact will be taken into account for purposes of determining if a material adverse effect on such party has occurred);
|
◦
|
the execution, announcement, pendency or performance of the merger agreement or the consummation of the transactions contemplated by the merger agreement, including the impact thereof on relationships with customers, suppliers, distributors, partners or employees, or any litigation arising relating to the merger agreement or the transactions contemplated by the merger agreement;
|
◦
|
acts of war or terrorism (or the escalation of the foregoing), except to the extent such change, effect, circumstance, event or occurrence has a material and disproportionate effect on such party and its subsidiaries, taken as a whole, compared with other companies operating in the industries in which such party and is subsidiaries operate (and in any case, only such disproportionate impact will be taken into account for purposes of determining if a material adverse effect on such party has occurred);
|
◦
|
a decrease in the market price or volume of the shares of such party’s common stock in and of itself (and not the underlying causes thereof); and
|
◦
|
the fact, in and of itself (and not the underlying causes thereof), that such party or any of its subsidiaries failed to meet any projections, forecasts or revenue or earnings predictions; and
|
•
|
any change, effect, circumstance, event or occurrence that is materially adverse to the ability of such party to timely perform its obligations under the merger agreement or to timely consummate the transactions contemplated by the merger agreement.
|
•
|
amend its certificate of incorporation or bylaws, subject to certain exceptions expressly contemplated by the merger agreement;
|
•
|
subject to certain limited exceptions issue, sell, pledge or grant options or other rights to acquire any shares of its capital stock, any other voting securities or any securities convertible into any such shares, voting securities or convertible securities;
|
•
|
acquire or offer to acquire any equity interest in, or assets of, any person, except acquisitions involving consideration not in excess of $2 million in the aggregate, provided that any such acquisition (i) involves only cash consideration, (ii) involves any business activity currently conducted by such party or its subsidiaries or is reasonably related thereto, (iii) would not reasonably be expected to prevent or materially delay the consummation of the mergers, (iv) would not reasonably be likely to prevent the mergers from being a tax-free reorganization, (v) would not materially delay the SEC review of the Form S-4 relating to the mergers, (vi) would not materially
|
•
|
split, combine or reclassify any of its capital stock;
|
•
|
declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends or distributions paid by a direct or indirect wholly owned subsidiary to its stockholders;
|
•
|
acquire or redeem, or amend rights or terms of, any shares of its or its subsidiaries’ capital stock or any other securities of such party or any of its subsidiaries or any rights, warrants or options to acquire any of those shares or other securities;
|
•
|
adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or in any other reorganization;
|
•
|
make or offer to make any acquisition of any business, assets or securities, or any sale, lease or other disposition of any business, assets or securities other than (i) purchases, sales or leases of inventory, raw materials, supplies and equipment in the ordinary course of business consistent with past practice (except, in the case of Alpha, the sale of coal pursuant to contracts that have a term in excess of one year that do not contain a price re-opener or price adjustment provision without a specified collar), (ii) permitted capital expenditures or (iii) as otherwise permitted under the merger agreement;
|
•
|
make any loans, advances (other than advances pursuant to commercial transactions in the ordinary course of business consistent with past practice) or capital contributions to, or investments in, any person (other than wholly owned subsidiaries) in excess of $1 million in the aggregate;
|
•
|
except the entry into contracts for purchases, sales or leases of inventory, raw materials, supplies and equipment in the ordinary course of business consistent with past practice (except, in the case of Alpha, contracts for the sale of coal that have a term in excess of one year that do not contain a price re-opener or price adjustment provision without a specified collar) or as otherwise permitted by the merger agreement, enter into, amend in any material respect, renew, terminate, or grant any release of material right or claim under any material contract;
|
•
|
incur, repay or prepay any indebtedness, other than as expressly permitted by the merger agreement;
|
•
|
assume, guarantee, endorse or otherwise become liable for the obligations of any other person (other than wholly owned subsidiaries) other than in connection with an acquisition permitted by the merger agreement;
|
•
|
mortgage, pledge or otherwise encumber any of its properties or material assets other than certain permitted liens or in connection with an acquisition permitted by the merger agreement;
|
•
|
materially change the accounting principles used by it except as required by GAAP or applicable law;
|
•
|
make or change any material election with respect to taxes, change any annual tax accounting period, adopt or change any material method of tax accounting, enter into any material closing agreement with respect to taxes or settle or surrender any material tax claim, audit or assessment;
|
•
|
except as otherwise permitted by the merger agreement, adopt or enter into, amend in any material respect or terminate any employee benefit plan, agreement or arrangement;
|
•
|
make or commit to make unbudgeted capital expenditures that exceed $5 million in the aggregate;
|
•
|
compromise or settle any proceeding before a government authority for an amount in excess of $1 million individually or $5 million in the aggregate;
|
•
|
take any action that would reasonably be expected to prevent the mergers from qualifying as a tax-free reorganization; or
|
•
|
authorize, or commit or agree to take, any of the foregoing actions.
|
•
|
at least 20% of the assets or businesses of either Holdings or ANR and its subsidiaries; or
|
•
|
at least 20% of the equity or any class of equity of either Holdings or ANR or any of their subsidiaries.
|
•
|
initiate, solicit or knowingly encourage (including by way of furnishing non-public information related to Alpha or any of its subsidiaries) any inquiries, proposals, or offers that constitute, or may reasonably be expected to lead to, an acquisition proposal or engage in discussions or negotiations with respect thereto;
|
•
|
approve or recommend, or publicly propose to approve or recommend, an acquisition proposal or enter into any agreement relating to an acquisition proposal or enter into any agreement, arrangement or understanding requiring Alpha to abandon, terminate or fail to consummate the mergers or any other transaction contemplated by the merger agreement or breach its obligations thereunder;
|
•
|
withdraw, modify or qualify, or propose to publicly withdraw, modify, or qualify, in a manner adverse to Contura, the recommendation to stockholders of either Holdings or ANR by its board of directors to adopt the merger agreement, which action is referred to as a “change of board recommendation”; or
|
•
|
take any action to exempt any person (other than Contura and its affiliates) from the restrictions contained in any takeover law or otherwise cause such restrictions not to apply.
|
•
|
(i) furnish non-public information with respect to Alpha and its subsidiaries and (ii) provide access to Alpha’s books, records, facilities, properties, personnel, officers, directors, employees and representatives to the person making the acquisition proposal (and its representatives) pursuant to a confidentiality agreement not less restrictive in any material respect on the person than the existing confidentiality agreement between Contura and Alpha, provided that all the information was previously provided or made available to Contura, or is provided or made available to Contura promptly; and
|
•
|
participate in discussions or negotiations with the person making the acquisition proposal (and its representatives) regarding the acquisition proposal.
|
•
|
at least 50% of the assets or businesses of either Holdings or ANR and their subsidiaries; or
|
•
|
at least 50% of the equity or any class of equity of either Holdings or ANR or any of their subsidiaries
|
•
|
Alpha provides prior written notice, at least four business days in advance, advising Contura of its intention to take such action and specifying the material terms and conditions of the superior proposal (including the identity of the party making such a superior proposal);
|
•
|
at the request of Contura, during such four business day notice period, Alpha negotiates (and directs its financial and legal advisors to negotiate) with Contura in good faith to make any adjustments to the terms and conditions of the merger agreement proposed in writing by Contura; and
|
•
|
following any such negotiation described in the immediately preceding bullet point, such acquisition proposal continues to constitute a superior proposal.
|
•
|
Alpha provides a prior written notice at least four business days in advance advising Contura of its intention to take such action and specifying the material facts and information constituting the basis for such contemplated determination; and
|
•
|
at the request of Contura, during such four business day notice period, Alpha negotiates (and directs its financial and legal advisors to negotiate) with Contura in good faith to make any adjustments to the terms and conditions of the merger agreement proposed in writing by Contura which would allow each of Holdings’ and ANR’s boards of directors not to make a change of board recommendation consistent with its fiduciary duties.
|
•
|
cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party;
|
•
|
keep the other party reasonably informed in all material respects of any material communication received by such party from, or given by such party to, any governmental entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated in the merger agreement; and
|
•
|
permit the other party to review any material communication given by it to, and consult with each other in advance of any meeting or conference with, any such governmental entity or in connection with any proceeding by a private party.
|
•
|
Commercially reasonable efforts by Alpha to assist Contura in connection with the arrangement of any refinancing or replacement of any existing, or the arrangement of any new, debt facility of Contura, Alpha or their subsidiaries,
|
•
|
providing access to employees, offices and other facilities and to books, contracts, commitments and records during the period prior to closing;
|
•
|
granting all approvals and taking all other necessary steps to exclude the mergers or any other transaction contemplated by the merger agreement from the applicability of any takeover laws;
|
•
|
providing the other party with the opportunity to participate in the defense or settlement of any stockholder proceeding against either company or any of its directors or officers relating to the mergers or any other transactions contemplated by the merger agreement, provided that no settlement or compromise of such stockholder proceeding may be made without the other party’s prior written consent not to be unreasonably withheld;
|
•
|
expressly stating that each party has no control of the other party’s business;
|
•
|
preparation of this joint proxy statement and prospectus and of the registration statement on Form S-4, of which this joint proxy statement and prospectus forms a part;
|
•
|
notifying the other party of any breach of the merger agreement by the notifying party that would make the timely satisfaction of any of the conditions to complete the mergers impossible or unlikely; and
|
•
|
providing the other party a meaningful opportunity to review and comment upon any public release or employee communication concerning the transactions contemplated by the merger agreement and giving due consideration to all reasonable additions, deletions or changes suggested by the other party.
|
•
|
jointly engage a “big four” accounting firm to deliver an opinion evaluating the “USRPHC” status for U.S. federal income tax purposes of each of ANR and Holdings;
|
•
|
cooperate prior to the closing of the mergers to obtain the tax forms described in “Material United States Federal Income Tax Consequences of the Mergers” from each Alpha stockholder; and
|
•
|
cooperate to address the impact of non-consolidation under Section 1504(a)(3) of the Code on the combined company, including by seeking a waiver from the IRS under relevant provisions of the Code and possibly effecting certain restructuring transactions following the mergers.
|
•
|
stockholder approval of the merger agreement at the Alpha special meetings;
|
•
|
the absence of any order, injunction, decree or other legal restraint issued by any governmental entity of competent jurisdiction, or other law, rule or legal restraint that is in effect and prevents the consummation of the mergers or other transactions contemplated by the merger agreement;
|
•
|
the absence of any proceeding by any governmental entity seeking to enjoin, restrain or otherwise prohibit any of the transactions contemplated by the merger agreement;
|
•
|
the expiration or early termination of the waiting periods applicable to the consummation of the mergers under the HSR Act without the imposition of a Materially Burdensome Condition (such early termination of the applicable waiting period under the HSR Act was received on July 2, 2018); and
|
•
|
the continued effectiveness of the registration statement on Form S-4 of which this joint proxy statement and prospectus forms a part and the absence of any stop order by the SEC, or proceedings of the SEC seeking a stop order suspending the effectiveness of such registration statement.
|
•
|
the representations and warranties of Alpha set forth in the merger agreement regarding the following matters must be true and correct in all respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date):
|
◦
|
the absence of any assets, properties, employees, activities and liabilities of Holdings other than with respect to its ownership of shares of Class C-2 common stock;
|
◦
|
the corporate power and authority to enter into the merger agreement and the approval of the merger agreement and the recommendation to adopt the merger agreement by Alpha’s board of directors;
|
◦
|
absence of conflicts with organizational documents, contracts and applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
|
◦
|
absence of required governmental consents in connection with the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than the governmental filings and consents specified in the merger agreement;
|
◦
|
the absence of a material adverse effect on Alpha since December 31, 2017;
|
◦
|
the affirmative vote required by Alpha stockholders to adopt the merger agreement;
|
◦
|
inapplicability of takeover laws;
|
◦
|
the receipt of an opinion from Alpha’s financial advisors; and
|
◦
|
no brokers’ or finders’ fees;
|
•
|
the representations and warranties of Alpha set forth in the merger agreement relating to the capital structure of Alpha must be true and correct in all but
de minimis
respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date);
|
•
|
all other representations and warranties of Alpha set forth in the merger agreement must be true and correct (without giving effect to any materiality or material adverse effect qualifications contained in them) both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date), except where the changes, effects, events or occurrences that resulted in any failures to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Alpha;
|
•
|
Alpha must have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing of the mergers;
|
•
|
Alpha must have furnished Contura with a certificate signed on its behalf by its chief executive officer or chief financial officer certifying as to the matters set forth above in the four immediately preceding bullets;
|
•
|
The number of shares of Holdings common stock and Class C-1 common stock with respect to which appraisal rights have been demanded must not equal more than 10% of the total number of outstanding shares of Holdings common stock and Class C-1 common stock (disregarding for such purposes any shares held by Alpha stockholders who also hold more than 1% of the outstanding shares of Contura common stock at the time of the Alpha special meetings) (this condition is referred to herein as the “appraisal rights condition”); and
|
•
|
Alpha must have obtained certain third party consents required under the merger agreement in form and substance reasonably satisfactory to Contura.
|
•
|
the representations and warranties of Contura set forth in the merger agreement regarding the following matters must be true and correct in all respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date):
|
◦
|
the corporate power and authority to enter into the merger agreement and the approval of the merger agreement by Contura’s board of directors;
|
◦
|
absence of conflicts with organizational documents, contracts and applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
|
◦
|
absence of required governmental consents in connection with the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than the governmental filings and consents specified in the merger agreement;
|
◦
|
the absence of a material adverse effect on Contura since December 31, 2017;
|
◦
|
the affirmative vote required by Contura’s stockholders to approve the Contura charter amendment (which approval by the Contura stockholders has already been obtained);
|
◦
|
the receipt of an opinion from Contura’s financial advisor; and
|
◦
|
no brokers’ or finders’ fees;
|
•
|
the representations and warranties of Contura set forth in the merger agreement relating to the capital structure of Contura must be true and correct in all but
de minimis
respects both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date);
|
•
|
all other representations and warranties of Contura set forth in the merger agreement must be true and correct (without giving effect to any materiality or material adverse effect qualifications contained in them) both as of the date of the merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date), except where the changes, effects, events or occurrences that resulted in any failures to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Contura;
|
•
|
Contura must have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing of the mergers;
|
•
|
Contura must have furnished Alpha with a certificate signed on its behalf by its chief executive officer or chief financial officer certifying as to the matters set forth above in the four immediately preceding bullets;
|
•
|
The shares of Contura common stock to be issued upon the consummation of the mergers must have been authorized for listing on the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market, subject to official notice of issuance; and
|
•
|
Contura must have obtained stockholder approval of the Contura charter amendment (which approval by the Contura stockholders has already been obtained) and must have filed the Contura charter amendment with the Secretary of State of the State of Delaware and the Contura charter amendment must be effective.
|
•
|
by mutual written consent of Contura and Alpha;
|
•
|
by either Alpha or Contura if:
|
◦
|
any court of competent jurisdiction or other governmental entity has issued an order, decree or ruling enjoining or otherwise prohibiting any of the transactions contemplated by the merger agreement, and such order, decree or ruling has become final and non-appealable, except under limited circumstances;
|
◦
|
the parties fail to consummate the mergers on or before the outside date of December 29, 2018, unless the failure to perform or comply in all material respects with the covenants in the merger agreement by the party seeking the termination was the primary cause of the failure to consummate the mergers by the outside date; or
|
◦
|
the Alpha special meetings have been convened, the Alpha stockholders have voted, and the adoption of the merger agreement by the Alpha stockholders was not obtained, provided that Alpha may not terminate the agreement under such circumstances if Alpha has breached its obligations relating to obtaining stockholder approval at such meetings; or
|
•
|
by Alpha:
|
◦
|
if Contura breaches its representations, warranties or covenants set forth in the merger agreement, which breach would result in a failure of certain of the conditions to the completion of the merger being satisfied and such breach is not cured by the earlier of the outside date or 30 days after the receipt of written notice thereof or is incapable of being cured within such period, except under limited circumstances;
|
◦
|
prior to the 25
th
business day after the date of the merger agreement, if the Contura charter amendment has not been approved by either (i) the beneficial owners of a majority of the outstanding shares of Contura common stock within three business days of the date of the merger agreement or (ii) the record holders of a majority of the outstanding shares of Contura common stock within 20 business days of the date of the merger agreement (the approvals under each of clause (i) and (ii) by the applicable Contura Holders have already been obtained);
|
◦
|
if Contura has entered into a binding agreement to consummate, or consummates, a Contura Sale Transaction; or
|
◦
|
if following the Alpha special meetings, the appraisal rights condition has not been satisfied and Contura has not waived such condition within five business days of a written request from Alpha; or
|
•
|
by Contura:
|
◦
|
if Alpha breaches its representations, warranties or covenants set forth in the merger agreement, which breach would result in a failure of certain of the conditions to the completion of the mergers being satisfied and such breach is not cured by the earlier of the outside date or 30 days after the receipt of written notice thereof by ANR or is incapable of being cured within such period, except under limited circumstances; or
|
◦
|
prior to Alpha obtaining stockholder approval of the merger agreement at the Alpha special meetings, if (i) a change of board recommendation has occurred, (ii) the boards of directors of Holdings or ANR have failed to recommend against any publicly announced acquisition proposal and reaffirm its recommendation of the mergers within 10 business days following the public announcement of such acquisition proposal and in any event at least four business days prior to the Alpha special meetings (iii) Alpha has failed to include the recommendation of the mergers by the board of directors of Holdings and ANR in this joint proxy statement and prospectus or (iv) Alpha has materially breached its non-solicitation obligations or obligations to recommend that Alpha stockholders vote in favor of the adoption of the merger agreement.
|
•
|
Contura terminates the merger agreement because:
|
◦
|
there has been a material breach of the Alpha’s non-solicitation obligations; or
|
◦
|
the board of directors of Holdings or ANR changes its recommendation that the Alpha stockholders vote in favor of the mergers; or
|
•
|
Contura or Alpha terminates the merger agreement because the Alpha stockholders do not approve the mergers at the Alpha special meetings and Contura would have been able to terminate the merger agreement in connection with the matters described in the proceeding bullet; or
|
•
|
(i) an acquisition proposal is made (and not withdrawn), (ii) thereafter (a) Contura or Alpha terminates the merger agreement because (x) approval of the mergers is not obtained at the Alpha special meetings or (y) the transactions contemplated by the merger agreement have not been consummated by the outside date or (b) Contura terminates the merger agreement because the representations, warranties or covenants of Alpha are breached such that there is a failure of the related closing condition and (iii) within 12 months after the date of the termination, Alpha enters into a definitive agreement to consummate an acquisition proposal or consummates any acquisition proposal, in each case, meeting certain requirements set forth in the merger agreement.
|
•
|
extend the time for the performance of any of the obligations or other acts of the other parties;
|
•
|
waive any inaccuracies in the representations and warranties of the other party contained in the merger agreement or in any document, certificate or writing delivered pursuant to the merger agreement; or
|
•
|
waive compliance by the other party with any of the agreements or conditions contained in the merger agreement.
|
|
Hard Coking Coal (Premium Low-Vol.) FOB Australia
(1)
|
|
Platts Low-Vol. Hard Coking Coal FOB United States East Coast
(2)
|
|
Platts High-Vol. A Hard Coking Coal FOB United States East Coast
(3)
|
|
Platts High-Vol. B Hard Coking Coal FOB United States East Coast
(4)
|
Moisture
|
9.7%
|
|
8.0%
|
|
8.0%
|
|
8.0%
|
Ash
|
9.3%
|
|
8.0%
|
|
7.0%
|
|
8.0%
|
Sulfur
|
0.5%
|
|
0.8%
|
|
0.85%
|
|
0.95%
|
Volatile Matter
|
21.5%
|
|
19.0%
|
|
32.0%
|
|
34.0%
|
CSR
|
71.0%
|
|
58.0%
|
|
—
|
|
—
|
DDPM (fluidity)
|
500
|
|
—
|
|
30,000
|
|
25,000
|
Phosphorus
|
0.045%
|
|
—
|
|
—
|
|
—
|
Vitrinite
|
65.0%
|
|
—
|
|
—
|
|
—
|
(1)
|
Published Daily by Platts. Based on worldwide spot sales. Price adjusted to FOB Haypoint, Australia using vessel market data when delivered priced are used in the calculations.
|
(2)
|
Published Daily by Platts. Based on worldwide spot sales. Price adjusted to FOB Hampton Roads, USA using vessel market data when delivered prices are used in the calculations.
|
(3)
|
Published Daily by Platts. Based on worldwide spot sales. Price adjusted to FOB Hampton Roads, USA using vessel market data when delivered prices are used in the calculations.
|
(4)
|
Published Daily by Platts. Based on worldwide spot sales. Price adjusted to FOB Hampton Roads, USA using vessel market data when delivered prices are used in the calculations.
|
|
CAPP - CSX 12,500 BTU 1.0% Sulfur
(1)
|
|
CAPP - NS 12,500 BTU 1.0% Sulfur
(2)
|
|
NAPP - Mon River 13,000 BTU 4.8% Sulfur
(3)
|
Moisture
|
8.0%
|
|
8.0%
|
|
8.0%
|
Ash
|
13.5%
|
|
13.5%
|
|
8.0%
|
Sulfur
|
1.0%
|
|
1.0%
|
|
4.8%
|
BTUs
|
12,500
|
|
12,500
|
|
13,000
|
Volatile Matter
|
30.0%
|
|
30.0%
|
|
33.0%
|
HGI
|
43.0
|
|
43.0
|
|
50.0
|
(1)
|
Published Daily by Coal Desk. Based on US OTC Trades. Rail Deliveries from the Big Sandy or Kanawha Districts on the CSX Railroad.
|
(2)
|
Published Daily by Coal Desk. Based on US OTC Trades. Rail Deliveries from the Kenova or Thacker I Districts on the Norfolk Southern Railroad.
|
(3)
|
Published Daily by Coal Desk. Based on US OTC Trades. Barge Deliveries from mile post 80 on the Monongahela River.
|
•
|
Deep Mine #42 in CAPP, which could provide an incremental 1.0-1.5 million tons per year of High-Vol. A and Mid-Vol. met coal; and
|
•
|
Freeport mine in NAPP, which could provide an incremental 2.5-3.5 million tons per year of primarily High-Vol. B met coal, with some steam coal as byproduct.
|
•
|
Black Eagle in CAPP, which could provide an incremental 0.3-0.5 million tons per year of High-Vol. A met coal;
|
•
|
Panther Eagle in CAPP, which could provide an incremental 0.3-0.5 million tons per year of High-Vol. A met coal; and
|
•
|
Road Fork 52 in CAPP, which could provide an incremental 0.6-0.8 million tons per year of High-Vol. A met coal.
|
Complex
|
|
Location
|
|
Type
|
|
Coal Qualities
|
|
Logistics
|
Nicholas
|
|
CAPP (WV)
|
|
Underground
|
|
Met High-Vol. B and specialty
|
|
Norfolk Southern
|
Toms Creek
|
|
CAPP (VA)
|
|
Underground / Surface
|
|
Met High-Vol. A and B
|
|
Norfolk Southern
|
McClure
|
|
CAPP (VA)
|
|
Underground
|
|
Met Mid-Vol. and High-Vol. A
|
|
CSX
|
Cumberland
|
|
NAPP (PA)
|
|
Underground
|
|
Steam / Met High-Vol. B
|
|
CSX, Norfolk Southern, Monongahela River
|
Complex
|
|
Location
|
|
Type
|
|
Coal Qualities
|
|
Logistics
|
Brooks Run West
|
|
CAPP (WV)
|
|
Underground / Surface
|
|
Met High-Vol. and Steam
|
|
CSX, Norfolk Southern, Kanawha River Barge
|
Brooks Run South
|
|
CAPP (WV)
|
|
Underground
|
|
Mid-Vol. and Low-Vol.
|
|
CSX, Norfolk Southern, Kanawha River Barge
|
Coal River East
|
|
CAPP (WV)
|
|
Underground
|
|
Met High-Vol. and Steam
|
|
CSX, Norfolk Southern, Kanawha River Barge
|
Mid WV Surface
|
|
CAPP (WV)
|
|
Surface
|
|
Met High-Vol. and Steam
|
|
CSX, Norfolk Southern, Kanawha River Barge
|
•
|
“Proven (Measured) Reserves.” Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
|
•
|
“Probable (Indicated) Reserves.” Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
|
|
|
|
|
|
|
|
|
Recoverable Reserves
|
|
Reserve Control
|
|||||||||||
Location/Mine
|
|
Status of Operation
(2)
|
|
Coal Bed
|
|
Assigned/ Unassigned
(3)
|
|
Reserves
|
|
Proven
|
|
Probable
|
|
Owned
|
|
Leased
|
|||||
CAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Nicholas
|
|
Active
|
|
Various
|
|
15,509 / 902
|
|
16,411
|
|
|
9,905
|
|
|
6,506
|
|
|
4,003
|
|
|
12,408
|
|
Toms Creek
|
|
Active
|
|
Various
|
|
8,238 / 23,613
|
|
31,851
|
|
|
25,502
|
|
|
6,349
|
|
|
—
|
|
|
31,851
|
|
McClure
(4)
|
|
Active
|
|
Various
|
|
43,724 / 3,349
|
|
47,073
|
|
|
35,985
|
|
|
11,088
|
|
|
—
|
|
|
47,073
|
|
|
|
|
|
|
|
67,471 / 27,864
|
|
95,335
|
|
|
71,392
|
|
|
23,943
|
|
|
4,003
|
|
|
91,332
|
|
NAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cumberland
|
|
Active
|
|
Pittsburgh 8
|
|
31,380 / 0
|
|
31,380
|
|
|
31,380
|
|
|
—
|
|
|
22,970
|
|
|
8,410
|
|
Greene Manor
|
|
Reserve
|
|
Pittsburgh 8
|
|
90,936 / 138,146
|
|
229,082
|
|
|
146,543
|
|
|
82,539
|
|
|
—
|
|
|
229,082
|
|
CNG
|
|
Reserve
|
|
Pittsburgh 8
|
|
0 / 224,404
|
|
224,404
|
|
|
134,642
|
|
|
89,762
|
|
|
224,404
|
|
|
—
|
|
Consol Trade Area
|
|
Reserve
|
|
Pittsburgh 8
|
|
0 / 23,343
|
|
23,343
|
|
|
14,006
|
|
|
9,337
|
|
|
—
|
|
|
23,343
|
|
CNG Sewickley
|
|
Reserve
|
|
Sewickley
|
|
0 / 65,524
|
|
65,524
|
|
|
37,349
|
|
|
28,175
|
|
|
65,524
|
|
|
—
|
|
Contura Freeport
|
|
Reserve
|
|
Freeport
|
|
0 / 73,633
|
|
73,633
|
|
|
55,961
|
|
|
17,672
|
|
|
—
|
|
|
73,633
|
|
|
|
|
|
|
|
122,316 / 525,050
|
|
647,366
|
|
|
419,881
|
|
|
227,485
|
|
|
312,898
|
|
|
334,468
|
|
Total
|
|
|
|
|
|
189,787 / 552,914
|
|
742,701
|
|
|
491,273
|
|
|
251,428
|
|
|
316,901
|
|
|
425,800
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
The “Status of Operation” for each mine is classified as follows:
|
(3)
|
“Assigned” reserves represent recoverable reserves that are either currently being mined, reserves that are controlled and accessible from a currently active mine or reserves at idled facilities where limited capital expenditures would be required to initiate operations. “Unassigned” reserves represent coal at currently non-producing locations that would require significant additional capital spending before operations begin.
|
(4)
|
McClure includes Deep Mine 41.
|
|
|
|
|
|
|
|
|
Recoverable Reserves
|
|
Reserve Control
|
|||||||||||
Location/Mine
|
|
Status of
Operation
(2)
|
|
Coal Bed
|
|
Assigned/
Unassigned
(3)
|
|
Reserves
|
|
Proven
|
|
Probable
|
|
Owned
|
|
Leased
|
|||||
CAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Brooks Run West
|
|
Active
|
|
Various
|
|
75,754 / 77,182
|
|
152,936
|
|
|
86,544
|
|
|
66,392
|
|
|
—
|
|
|
152,936
|
|
Brooks Run South
|
|
Active
|
|
Various
|
|
51,613 / 64,399
|
|
116,012
|
|
|
71,871
|
|
|
44,141
|
|
|
1,261
|
|
|
114,751
|
|
Coal River East
|
|
Active
|
|
Various
|
|
136,771 / 87,593
|
|
224,364
|
|
|
145,822
|
|
|
78,542
|
|
|
108,918
|
|
|
115,446
|
|
Mid WV Surface
|
|
Active
|
|
Various
|
|
117,906 / 0
|
|
117,906
|
|
|
100,992
|
|
|
16,914
|
|
|
192
|
|
|
117,714
|
|
Total
|
|
|
|
|
|
382,044 / 229,174
|
|
611,218
|
|
|
405,229
|
|
|
205,989
|
|
|
110,371
|
|
|
500,847
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
The “Status of Operation” for each mine is classified as follows:
|
(3)
|
“Assigned” reserves represent recoverable reserves that are either currently being mined, reserves that are controlled and accessible from a currently active mine or reserves at idled facilities where limited capital expenditures would be required to initiate operations. “Unassigned” reserves represent coal at currently non-producing locations that would require significant additional capital spending before operations begin.
|
|
|
By Permit Status
|
|
By Coal Market Type
(2)
|
||||||||
Location/Mine
|
|
Permitted
|
|
Not Permitted
|
|
Met
|
|
Steam
|
||||
CAPP
|
|
|
|
|
|
|
|
|
||||
Nicholas
|
|
2,120
|
|
|
14,291
|
|
|
16,411
|
|
|
—
|
|
Toms Creek
|
|
25,056
|
|
|
6,795
|
|
|
30,631
|
|
|
1,220
|
|
McClure(3)
|
|
37,862
|
|
|
9,211
|
|
|
47,033
|
|
|
40
|
|
|
|
65,038
|
|
|
30,297
|
|
|
94,075
|
|
|
1,260
|
|
NAPP
|
|
|
|
|
|
|
|
|
||||
Cumberland
|
|
31,380
|
|
|
—
|
|
|
—
|
|
|
31,380
|
|
Greene Manor
|
|
—
|
|
|
229,082
|
|
|
—
|
|
|
229,082
|
|
CNG
|
|
—
|
|
|
224,404
|
|
|
—
|
|
|
224,404
|
|
Consol Trade Area
|
|
—
|
|
|
23,343
|
|
|
—
|
|
|
23,343
|
|
CNG Sewickley
|
|
—
|
|
|
65,524
|
|
|
—
|
|
|
65,524
|
|
Contura Freeport
|
|
13,858
|
|
|
59,775
|
|
|
44,180
|
|
|
29,453
|
|
|
|
45,238
|
|
|
602,128
|
|
|
44,180
|
|
|
603,186
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
110,276
|
|
|
632,425
|
|
|
138,255
|
|
|
604,446
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
Classification of coal market type is based on available quality information and is subject to change with shifting market condition and/or additional exploration.
|
(3)
|
McClure includes Deep Mine 41.
|
|
|
By Permit Status
|
|
By Coal Market Type
(2)
|
||||||||
Location/Mine
|
|
Permitted
|
|
Not Permitted
|
|
Met
|
|
Steam
|
||||
CAPP
|
|
|
|
|
|
|
|
|
||||
Brooks Run West
|
|
92,811
|
|
|
60,125
|
|
|
113,339
|
|
|
39,597
|
|
Brooks Run South
|
|
24,119
|
|
|
91,893
|
|
|
116,012
|
|
|
—
|
|
Coal River East
|
|
116,273
|
|
|
108,091
|
|
|
213,492
|
|
|
10,872
|
|
Mid WV Surface
|
|
25,729
|
|
|
92,177
|
|
|
87,732
|
|
|
30,174
|
|
Total
|
|
258,932
|
|
|
352,286
|
|
|
530,575
|
|
|
80,643
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
Classification of coal market type is based on available quality information and is subject to change with shifting market conditions and/or additional exploration.
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Btu
|
|
|
||||||||
Location/Mine or Seam
|
|
Reserves
|
|
Primary Coal Type
(2)
|
|
<1% Sulfur
|
|
1 - 1.5% Sulfur
|
|
>1.5% Sulfur
|
|
>12,500
|
|
<12,500
|
|
Date Acquired
|
||||||
CAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nicholas / Jerry Fork / Eagle
|
|
6,010
|
|
|
HVM
|
|
6,010
|
|
|
—
|
|
|
—
|
|
|
6,010
|
|
|
—
|
|
|
07/26/16
|
Nicholas / Peerless
|
|
10,401
|
|
|
HVM
|
|
—
|
|
|
10,401
|
|
|
—
|
|
|
10,401
|
|
|
—
|
|
|
07/26/16
|
Toms Creek / (Multiple)
|
|
31,851
|
|
|
HVM
|
|
31,230
|
|
|
621
|
|
|
—
|
|
|
31,851
|
|
|
—
|
|
|
07/26/16
|
McClure
(3)
/ (Multiple)
|
|
47,073
|
|
|
HVM
|
|
47,073
|
|
|
—
|
|
|
—
|
|
|
47,073
|
|
|
—
|
|
|
07/26/16
|
NAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cumberland / Pittsburgh 8
|
|
31,380
|
|
|
S
|
|
—
|
|
|
—
|
|
|
31,380
|
|
|
31,380
|
|
|
—
|
|
|
07/26/16
|
Greene Manor/ Pittsburgh 8
|
|
229,082
|
|
|
S
|
|
—
|
|
|
—
|
|
|
229,082
|
|
|
229,082
|
|
|
—
|
|
|
07/26/16
|
CNG / Pittsburgh 8
|
|
224,404
|
|
|
S
|
|
—
|
|
|
—
|
|
|
224,404
|
|
|
224,404
|
|
|
—
|
|
|
07/26/16
|
Consol Trade Area / Pittsburgh 8
|
|
23,343
|
|
|
S
|
|
—
|
|
|
—
|
|
|
23,343
|
|
|
23,343
|
|
|
—
|
|
|
07/26/16
|
CNG Sewickley
|
|
65,524
|
|
|
S
|
|
—
|
|
|
—
|
|
|
65,524
|
|
|
65,524
|
|
|
—
|
|
|
07/26/16
|
Contura Freeport / Upper Freeport
|
|
73,633
|
|
|
HVM
|
|
73,633
|
|
|
—
|
|
|
—
|
|
|
73,633
|
|
|
—
|
|
|
07/26/16
|
Total
|
|
742,701
|
|
|
|
|
157,946
|
|
|
11,022
|
|
|
573,733
|
|
|
742,701
|
|
|
—
|
|
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
Coal Type: M=Metallurgical Coal; S=Steam; MVM=Mid-Vol. Metallurgical Coal; HVM=High-Vol. Metallurgical Coal.
|
(3)
|
McClure includes Deep Mine 41.
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Btu
|
|||||||||||
Location/Mine or Seam
|
|
Reserves
|
|
Primary Coal Type
(2)
|
|
<1% Sulfur
|
|
1 - 1.5%
Sulfur
|
|
>1.5%
Sulfur
|
|
>12,500
|
|
<12,500
|
|
Date Acquired
|
|||||||
CAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brooks Run West
|
|
152,936
|
|
|
M
|
|
142,186
|
|
|
2,003
|
|
|
8,747
|
|
|
144,189
|
|
|
8,747
|
|
|
2011
|
|
Brooks Run South
|
|
116,012
|
|
|
M
|
|
99,025
|
|
|
16,987
|
|
|
—
|
|
|
105,098
|
|
|
10,914
|
|
|
Varies
|
|
Coal River East
|
|
224,364
|
|
|
M
|
|
191,931
|
|
|
28,057
|
|
|
4,376
|
|
|
211,053
|
|
|
13,311
|
|
|
2011
|
|
Mid WV Surface
|
|
117,906
|
|
|
M
|
|
35,166
|
|
|
82,740
|
|
|
—
|
|
|
116,509
|
|
|
1,397
|
|
|
2011
|
|
Total
|
|
611,218
|
|
|
|
|
468,308
|
|
|
129,787
|
|
|
13,123
|
|
|
576,849
|
|
|
34,369
|
|
|
—
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
Coal Type: M=Metallurgical Coal.
|
|
|
|
|
|
|
|
|
Transportation
|
|
Preparation Plant(s)
|
|||||||
Location/Mine or Seam
|
|
Reserves (thousands of short tons)
(1)
|
|
Type
(2)
|
|
Mining Equipment
(3)
|
|
Rail
|
|
Other
(4)
|
|
Capacity
(short tons per hr)
|
|
Utilization %
|
|
Source of Power
|
|
CAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas / Jerry Fork
|
|
6,010
|
|
|
U
|
|
CM
|
|
NS
|
|
|
|
1,200
|
|
19
|
|
Mon Power
|
Toms Creek /
(Multiple)
|
|
31,851
|
|
|
U/S
|
|
CM/S/T/H
|
|
NS
|
|
|
|
800
|
|
33
|
|
Old Dominion
|
McClure
(5)
/
(Multiple)
|
|
47,073
|
|
|
U
|
|
CM
|
|
CSX
|
|
|
|
1,000
|
|
67
|
|
MP2 Energy
|
NAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumberland / Pittsburgh 8
|
|
31,380
|
|
|
U
|
|
LW
|
|
NS/CSX
|
|
B
|
|
1,600
|
|
71
|
|
West Penn Power
|
Total
|
|
116,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
Type of Mine: S = Surface; U = Underground.
|
(3)
|
Mining Equipment: S = Shovel/Excavator/Loader; T = Trucks; LW = Longwall; CM = Continuous Miner; H = Highwall Miner.
|
(4)
|
Transportation: B = Barge Loadout availability.
|
(5)
|
McClure includes Deep Mine 41.
|
(6)
|
Loadout Only.
|
|
|
|
|
|
|
|
|
Transportation
|
|
Preparation Plant(s)
|
|||||||
Location/Mine
|
|
Reserves
(thousands of short tons)
(1)
|
|
Type
(2)
|
|
Mining
Equipment
(3)
|
|
Rail
|
|
Other
(4)
|
|
Capacity
(short tons per hr)
|
|
Utilization
%
|
|
Source of
Power
|
|
CAPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brooks Run West
|
|
152,936
|
|
|
U/S
|
|
S/T/CM/H
|
|
NS/CSX
|
|
B
|
|
1,200 (Bandmill) /
600 (Delbarton)
|
|
55% / 62%
|
|
American Electric Power
|
Brooks Run South
|
|
116,012
|
|
|
U
|
|
CM
|
|
NS/CSX
|
|
B
|
|
800 (Kepler) /
700 (Kingston)
|
|
34% / 55%
|
|
American Electric Power
|
Coal River East
|
|
224,364
|
|
|
U
|
|
CM
|
|
NS/CSX
|
|
B
|
|
2,400 (Marfork) /
1,200 (Mammoth)
|
|
40% / 53%
|
|
American Electric Power
|
Mid WV Surface
|
|
117,906
|
|
|
S
|
|
S/T/H
|
|
NS/CSX
|
|
B
|
|
1,600 (Inman)
|
|
32%
|
|
American Electric Power
|
Total
|
|
611,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
1 short ton is equivalent to 0.907185 metric tons.
|
(2)
|
Type of Mine: S = Surface; U = Underground.
|
(3)
|
Mining Equipment: S = Shovel/Excavator/Loader; T = Trucks; CM = Continuous Miner; H = Highwall Miner.
|
(4)
|
Transportation: B = Barge Loadout availability.
|
Coal Qualities
|
|
Two-Year Historical Sales Price
|
Met High-Vol. A
|
|
$91 - $120
|
Met High-Vol. B
|
|
$71.50 - $91
|
Met Mid-Vol.
|
|
$101 - $104
|
Met Low-Vol.
|
|
$114
|
Steam
|
|
$44 - $58
|
|
Coal Production (thousands of tons)
|
|||||||
Location/Mine Complex
|
2017
|
|
2016
|
|
2015
|
|||
CAPP
|
|
|
|
|
|
|||
Nicholas
|
527
|
|
|
595
|
|
|
655
|
|
McClure
|
461
|
|
|
345
|
|
|
755
|
|
Toms Creek
|
1,372
|
|
|
1,315
|
|
|
1,385
|
|
Deep Mine 41
|
1,610
|
|
|
1,510
|
|
|
1,325
|
|
|
3,970
|
|
|
3,765
|
|
|
4,120
|
|
NAPP
|
|
|
|
|
|
|||
Cumberland
|
6,770
|
|
|
6,959
|
|
|
7,490
|
|
Emerald
|
—
|
|
|
2
|
|
|
1,689
|
|
|
6,770
|
|
|
6,961
|
|
|
9,179
|
|
PRB
(1)
|
|
|
|
|
|
|||
Belle Ayr
|
14,723
|
|
|
14,884
|
|
|
18,319
|
|
Eagle Butte
|
16,335
|
|
|
19,003
|
|
|
19,650
|
|
|
31,058
|
|
|
33,887
|
|
|
37,969
|
|
Total
|
41,798
|
|
|
44,613
|
|
|
51,268
|
|
(1)
|
In connection with the PRB divestiture, operations at the Belle Ayr and Eagle Butte mining complexes have been discontinued.
|
|
Coal Production (thousands of tons)
|
|||||||
Location/Mine Complex
|
2017
|
|
2016
|
|
2015
|
|||
CAPP
|
|
|
|
|
|
|||
Brooks Run West
|
4,987
|
|
|
4,692
|
|
|
5,149
|
|
Brooks Run South
|
1,693
|
|
|
1,482
|
|
|
1,795
|
|
Coal River East
|
3,433
|
|
|
2,351
|
|
|
2,507
|
|
Mid WV Surface
|
3,491
|
|
|
2,855
|
|
|
2,202
|
|
Total
|
13,604
|
|
|
11,380
|
|
|
11,653
|
|
Mine Location
|
|
Segment
|
|
Mine Name
|
|
Estimated Years
|
PA
|
|
NAPP
|
|
Cumberland*
|
|
18
|
VA
|
|
CAPP
|
|
Deep Mine 41
|
|
26
|
WV
|
|
CAPP
|
|
Nicholas Complex
|
|
9
|
VA
|
|
CAPP
|
|
McClure Complex**
|
|
1 to 10
|
VA
|
|
CAPP
|
|
Toms Creek**
|
|
1 to 10
|
*
|
Cumberland mine includes all of the Cumberland Reserve block and a portion of the Greene Manor Reserve block. The remaining portion of the Greene Manor Reserve block and the CNG and Consol Trade Area reserve blocks are located adjacent to the area included in the Cumberland mine life area.
|
**
|
Aggregation of mines which are not individually material (excluding Deep Mine 41 which Contura considers to be an individually material mine)
|
Mine Location
|
|
Segment
|
|
Mine Name
|
|
Estimated Years
|
WV
|
|
CAPP
|
|
Brooks Run West
|
|
31
|
WV
|
|
CAPP
|
|
Brooks Run South
|
|
69
|
WV
|
|
CAPP
|
|
Coal River East
|
|
65
|
WV
|
|
CAPP
|
|
Mid WV Surface
|
|
34
|
|
Steam Coal Sales
|
|
Metallurgical Coal Sales
|
||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||
|
Tons
|
|
% of Coal Sales Volume
|
|
% of Coal Revenues
|
|
Tons
|
|
% of Coal
Sales Volume
|
|
% of Coal
Revenues
|
||||||
Period Ended
|
Captive
|
|
Captive
|
|
T&L Coal
|
|
Captive
|
|
T&L Coal
|
|
Captive
|
|
T&L Coal
|
||||
December 31, 2017
|
6.7
|
|
43%
|
|
21%
|
|
4.1
|
|
4.9
|
|
26%
|
|
31%
|
|
34%
|
|
45%
|
June 30, 2018
(1)
|
2.7
|
|
33%
|
|
14%
|
|
2.4
|
|
3.1
|
|
30%
|
|
37%
|
|
37%
|
|
49%
|
(1)
|
Excludes freight and handling revenues.
|
|
Steam Coal Sales
|
|
Metallurgical Coal Sales
|
||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||
|
Tons
|
|
% of Coal Sales Volume
|
|
% of Coal Revenues
|
|
Tons
|
|
% of Coal
Sales Volume
|
|
% of Coal
Revenues
|
||||||
Period Ended
|
Captive
|
|
Captive
|
|
T&L Coal
|
|
Captive
|
|
T&L Coal
|
|
Captive
|
|
T&L Coal
|
||||
December 31, 2017
|
6.4
|
|
45%
|
|
28%
|
|
6.9
|
|
1.0
|
|
48%
|
|
7%
|
|
63%
|
|
9%
|
June 30, 2018
(1)
|
3.1
|
|
45%
|
|
28%
|
|
3.7
|
|
0.1
|
|
54%
|
|
1%
|
|
71%
|
|
1%
|
(1)
|
Excludes freight and handling revenues.
|
|
Tons Sold
|
|
Tons Sold as a Percentage of Coal Sales Volume
|
|
Coal
Revenues (excluding freight and handling revenues)
|
|
Percentage of Coal Revenues
|
|
(In millions, except percentages)
|
||||||
Export
|
8.2
|
|
52%
|
|
$1,024.6
|
|
74%
|
Domestic
|
7.5
|
|
48%
|
|
$367.9
|
|
26%
|
|
Tons Sold
|
|
Tons Sold as a Percentage of Coal Sales Volume
|
|
Coal
Revenues (excluding freight and handling revenues)
|
|
Percentage of Coal Revenues
|
|
(In millions, except percentages)
|
||||||
Export
|
5.8
|
|
41%
|
|
$595.3
|
|
50%
|
Domestic
|
8.5
|
|
59%
|
|
$591.6
|
|
50%
|
|
Tons Sold
|
|
Tons Sold as a Percentage of Coal Sales Volume
|
|
Coal
Revenues (excluding freight and handling revenues)
|
|
Percentage of Coal Revenues
|
|
(In millions, except percentages)
|
||||||
Export
|
5.7
|
|
69%
|
|
$706.7
|
|
86%
|
Domestic
|
2.5
|
|
31%
|
|
$119.8
|
|
14%
|
|
Tons Sold
|
|
Tons Sold as a Percentage of Coal Sales Volume
|
|
Coal
Revenues (excluding freight and handling revenues)
|
|
Percentage of Coal Revenues
|
|
(In millions, except percentages)
|
||||||
Export
|
3.0
|
|
43%
|
|
$317.0
|
|
54%
|
Domestic
|
3.9
|
|
57%
|
|
$267.4
|
|
46%
|
•
|
Acid Rain.
Title IV of the Clean Air Act requires reductions of sulfur dioxide emissions by electric utilities. Affected electricity generators have sought to meet these requirements by, among other compliance methods, switching to lower sulfur fuels, installing pollution control devices, reducing electricity generating levels or purchasing or trading sulfur dioxide emission allowances. We cannot accurately predict the effect of these provisions of the Clean Air Act on us in future years.
|
•
|
NAAQS for Criteria Pollutants.
The Clean Air Act requires the EPA to set standards, referred to as National Ambient Air Quality Standards (“NAAQS”), for six common air pollutants, including nitrogen oxide, sulfur dioxide, particulate matter, and ozone. Areas that are not in compliance (referred to as “non- attainment areas”) with these standards must take steps to reduce emissions levels. Over the past several years, the EPA has revised its NAAQS for nitrogen oxide, sulfur dioxide, particulate matter and ozone, in each case making the standards more stringent. As a result, some states will be required to amend their existing individual state implementation plans (“SIPs”) to achieve compliance with the new air quality standards. Other states will be required to develop new plans for areas that were previously in “attainment,” but do not meet the revised standards.
|
•
|
NOx SIP Call.
The NOx SIP Call program was established by the EPA in October of 1998 to reduce the transport of nitrogen oxide and ozone on prevailing winds from the Midwest and South to states in the Northeast, which said they could not meet federal air quality standards because of migrating pollution. The program is designed to reduce nitrogen oxide emissions by one million tons per year in 22 eastern states and the District of Columbia. As a result of the program, many power plants have been or will be required to install additional emission control measures, such as selective catalytic reduction devices. Installation of additional emission control measures will make it more costly to operate coal-fired power plants, potentially making coal a less attractive fuel.
|
•
|
Cross-State Air Pollution Rule.
In June 2011, the EPA finalized the CSAPR, which required 28 states in the Midwest and eastern seaboard of the U.S. to reduce power plant emissions that cross state lines and contribute to ozone and/or fine particle pollution in other states. Nitrogen oxide and sulfur dioxide emission reductions were scheduled to commence in 2012, with further reductions effective in 2014. However, implementation of CSAPR’s requirements were delayed due to litigation. In October 2014, the EPA issued an interim final rule reconciling the CSAPR rule with the Court’s order, which calls for Phase 1 implementation in 2015 and Phase 2 implementation in 2017.
|
•
|
Mercury and Hazardous Air Pollutants.
In February 2012, the EPA formally adopted a rule to regulate emissions of mercury and other metals, fine particulates, and acid gases such as hydrogen chloride from coal- and oil-fired power plants, referred to as “MATS.” In March 2013, the EPA finalized reconsideration of the MATS rule as it pertains to new power plants, principally adjusting emissions limits for new coal- fired units to levels considered attainable by existing control technologies. In subsequent litigation, the U.S. Supreme Court struck down the MATS rule based on the EPA’s failure to take costs into consideration. The D.C. Circuit allowed the current rule to stay in place until the EPA issued a new finding. In April 2016, the EPA issued a final finding that it is appropriate and necessary to set standards for emissions of air toxics from coal- and oil-fired power plants. However, in April 2017, the EPA indicated in a court filing that it may reconsider this finding, and on April 27, 2017, the D.C. Circuit stayed the litigation.
|
•
|
Regional Haze, New Source Review and Methane.
The EPA’s regional haze program is intended to protect and improve visibility at and around national parks, national wilderness areas and international parks. In December 2011, the EPA issued a final rule under which the emission caps imposed under CSAPR for a given state would supplant the obligations of that state with regard to visibility protection. In May 2012, the EPA finalized a rule that allows the trading programs in CSAPR to serve as an alternative to determining source-by-source Best Available Retrofit Technology (“BART”). This rule provides that states in the CSAPR region can substitute participation in CSAPR for source-specific BART for sulfur dioxide and/or nitrogen oxides emissions from power plants. This program may result in additional emissions restrictions from new coal-fueled power plants whose operations may impair visibility at and around federally protected areas. This program may also require certain existing coal-fueled power plants to install additional control measures designed to limit haze causing emissions, such as sulfur dioxide, nitrogen oxides, volatile organic chemicals and particulate matter. These limitations could result in additional coal plant closures and affect the future market for coal.
|
|
Successor
|
|||||||||||||
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Coal revenues:
|
|
|
|
|
|
|
|
|||||||
Steam
|
$
|
—
|
|
|
$
|
168,764
|
|
|
$
|
(168,764
|
)
|
|
(100.0
|
)%
|
Tons sold:
|
|
|
|
|
|
|
|
|
|
|||||
Steam
|
—
|
|
|
15,498
|
|
|
(15,498
|
)
|
|
(100.0
|
)%
|
|||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
|
|
|||||
Steam
|
$
|
—
|
|
|
$
|
10.89
|
|
|
$
|
(10.89
|
)
|
|
(100.0
|
)%
|
|
Successor
|
|
Predecessor
|
||||||||||||||||||||||||
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
% of Total Revenues
|
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|
Year Ended
December 31, 2015
|
|
% of Total Revenues
|
||||||||||||
Coal revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Steam
|
$
|
339,599
|
|
|
20.6
|
%
|
|
$
|
180,555
|
|
|
35.7
|
%
|
|
$
|
192,629
|
|
|
46.9
|
%
|
|
$
|
427,680
|
|
|
46.2
|
%
|
Tons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Steam
|
31,102
|
|
|
|
|
16,674
|
|
|
|
|
17,225
|
|
|
|
|
37,971
|
|
|
|
||||||||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Steam
|
$
|
10.92
|
|
|
|
|
$
|
10.83
|
|
|
|
|
$
|
11.18
|
|
|
|
|
$
|
11.26
|
|
|
|
|
Successor
|
|||||||||||||
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Cost of coal sales:
|
$
|
—
|
|
|
$
|
157,470
|
|
|
$
|
(157,470
|
)
|
|
(100.0
|
)%
|
Tons sold:
|
—
|
|
|
15,498
|
|
|
(15,498
|
)
|
|
(100.0
|
)%
|
|||
Cost of coal sales per ton:
|
$
|
—
|
|
|
$
|
10.16
|
|
|
$
|
(10.16
|
)
|
|
(100.0
|
)%
|
Coal margin per ton
(1)
:
|
$
|
—
|
|
|
$
|
0.73
|
|
|
$
|
(0.73
|
)
|
|
(100.0
|
)%
|
|
Successor
|
|
Predecessor
|
||||||||||||||||||||||||
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
% of Total Revenues
|
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|
Period from January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|
Year Ended
December 31, 2015
|
|
% of Total Revenues
|
||||||||||||
Cost of coal sales:
|
$
|
311,119
|
|
|
18.9
|
%
|
|
$
|
140,803
|
|
|
27.8
|
%
|
|
$
|
164,920
|
|
|
40.1
|
%
|
|
$
|
375,234
|
|
|
40.5
|
%
|
Tons sold:
|
31,102
|
|
|
|
|
16,674
|
|
|
|
|
17,225
|
|
|
|
|
37,971
|
|
|
|
||||||||
Cost of coal sales per ton:
|
$
|
10.00
|
|
|
|
|
$
|
8.44
|
|
|
|
|
$
|
9.57
|
|
|
|
|
$
|
9.88
|
|
|
|
||||
Coal margin per ton
(1)
:
|
$
|
0.92
|
|
|
|
|
$
|
2.39
|
|
|
|
|
$
|
1.61
|
|
|
|
|
$
|
1.38
|
|
|
|
(1)
|
Coal margin per ton is calculated as coal sales realization per ton less cost of coal sales per ton for our reportable segments.
|
•
|
Coal Quality.
The energy content or heat value of steam coal is a significant factor influencing coal prices as higher energy coal is more desirable to consumers and typically commands a higher price in the market. The heat value of coal is commonly measured in British thermal units or the amount of heat needed to raise the temperature of one pound of water by one degree Fahrenheit. Coal from the eastern and midwestern regions of the United States tends to have a higher heat value than coal found in the western United States. Coal volatility is a significant factor influencing met coal pricing as coal with a lower volatility has historically been more highly valued and typically commands a higher price in the market. The volatility refers to the loss in mass, less moisture, when coal is heated in the absence of air. The volatility of met coal determines the percentage of feed coal that actually becomes coke, known as coke yield, with lower volatility producing a higher coke yield.
|
•
|
Market Conventions.
Coal sales contracts are priced according to conventions specific to the market into which such coal is to be sold. Our domestic sales contracts are typically priced free on board (“FOB”) at our mines and on a short ton basis. Our international sales contracts are typically priced FOB at the shipping port from which such coal is delivered and on a metric ton basis. Accordingly, for international sales contracts, we typically bear the cost of transportation from our mine complexes to the applicable outbound shipping port, and our coal sales realization per ton calculation reflects the conversion of such tonnage from metric tons into short tons, as well as the elimination of the freight and handling fulfillment component of coal sales revenue. In addition, for domestic sales contracts, as customers typically bear the cost of transportation from our mine complexes, our operations located further away from the end user of the coal may command lower prices.
|
•
|
Regional Supply and Demand.
Our realized price per ton is influenced by market forces of the regional market into which such coal is to be sold. Market pricing may vary according to region and lead to different discounts or premiums to the most directly comparable benchmark price for such coal product.
|
|
Six Months Ended
June 30, 2018
(Actual)
|
|
Six Months Ended
June 30, 2017
(Actual)
|
|
Year Ended
December 31, 2017
(Actual)
|
|
Period from July 26, 2016 to
December 31, 2016
(Actual)
|
||||||||
|
Per Ton
|
|
Per Ton
|
|
Per Ton
|
|
Per Ton
|
||||||||
CAPP
|
|
|
|
|
|
|
|
||||||||
Cost of coal sales
|
$
|
78.66
|
|
|
$
|
73.97
|
|
|
$
|
74.50
|
|
|
$
|
68.57
|
|
Idle mine costs
|
$
|
1.62
|
|
|
$
|
1.60
|
|
|
$
|
1.77
|
|
|
$
|
2.08
|
|
Adjusted cost of coal sales
|
$
|
77.04
|
|
|
$
|
72.37
|
|
|
$
|
72.73
|
|
|
$
|
66.49
|
|
NAPP
|
|
|
|
|
|
|
|
||||||||
Cost of coal sales
|
$
|
39.89
|
|
|
$
|
31.12
|
|
|
$
|
37.14
|
|
|
$
|
36.95
|
|
Idle mine costs
|
$
|
0.98
|
|
|
$
|
0.80
|
|
|
$
|
0.89
|
|
|
$
|
1.60
|
|
Adjusted cost of coal sales
|
$
|
38.91
|
|
|
$
|
30.32
|
|
|
$
|
36.25
|
|
|
$
|
35.35
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Coal revenues:
|
|
|
|
|
|
|
|
|||||||
Steam
|
$
|
111,984
|
|
|
$
|
166,255
|
|
|
$
|
(54,271
|
)
|
|
(32.6
|
)%
|
Met
|
714,573
|
|
|
614,645
|
|
|
99,928
|
|
|
16.3
|
%
|
|||
Freight and handling fulfillment revenues
|
176,976
|
|
|
129,919
|
|
|
47,057
|
|
|
36.2
|
%
|
|||
Other revenues
|
7,717
|
|
|
3,968
|
|
|
3,749
|
|
|
94.5
|
%
|
|||
Total revenues
|
$
|
1,011,250
|
|
|
$
|
914,787
|
|
|
$
|
96,463
|
|
|
10.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
Tons sold:
|
|
|
|
|
|
|
|
|||||||
Steam
|
2,679
|
|
|
3,961
|
|
|
(1,282
|
)
|
|
(32.4
|
)%
|
|||
Met
|
5,523
|
|
|
4,466
|
|
|
1,057
|
|
|
23.7
|
%
|
|||
Total
|
8,202
|
|
|
8,427
|
|
|
(225
|
)
|
|
(2.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Coal sales realization per ton
(1)
:
|
|
|
|
|
|
|
|
|||||||
Steam
|
$
|
41.80
|
|
|
$
|
41.97
|
|
|
$
|
(0.17
|
)
|
|
(0.4
|
)%
|
Met
|
$
|
129.38
|
|
|
$
|
137.63
|
|
|
$
|
(8.25
|
)
|
|
(6.0
|
)%
|
Average
|
$
|
100.78
|
|
|
$
|
92.67
|
|
|
$
|
8.11
|
|
|
8.8
|
%
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Coal revenues
(1)
:
|
|
|
|
|
|
|
|
|||||||
CAPP Operations
|
$
|
286,723
|
|
|
$
|
259,975
|
|
|
$
|
26,748
|
|
|
10.3
|
%
|
NAPP Operations
|
132,166
|
|
|
175,001
|
|
|
(42,835
|
)
|
|
(24.5
|
)%
|
|||
Trading and Logistics Operations
|
407,668
|
|
|
345,924
|
|
|
61,744
|
|
|
17.8
|
%
|
|||
Total coal revenues
|
$
|
826,557
|
|
|
$
|
780,900
|
|
|
$
|
45,657
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Tons sold:
|
|
|
|
|
|
|
|
|
||||||
CAPP Operations
|
2,138
|
|
|
2,048
|
|
|
90
|
|
|
4.4
|
%
|
|||
NAPP Operations
|
2,986
|
|
|
4,038
|
|
|
(1,052
|
)
|
|
(26.1
|
)%
|
|||
Trading and Logistics Operations
|
3,078
|
|
|
2,341
|
|
|
737
|
|
|
31.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Coal sales realization per ton
(1)
:
|
|
|
|
|
|
|
|
|
||||||
CAPP Operations
|
$
|
134.11
|
|
|
$
|
126.94
|
|
|
$
|
7.17
|
|
|
5.6
|
%
|
NAPP Operations
|
$
|
44.26
|
|
|
$
|
43.34
|
|
|
$
|
0.92
|
|
|
2.1
|
%
|
Trading and Logistics Operations
|
$
|
132.45
|
|
|
$
|
147.77
|
|
|
$
|
(15.32
|
)
|
|
(10.4
|
)%
|
Average
|
$
|
100.78
|
|
|
$
|
92.67
|
|
|
$
|
8.11
|
|
|
8.8
|
%
|
(1)
|
Does not include
$177.0 million
of freight and handling fulfillment revenues for the
six months ended June 30, 2018
.
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
629,128
|
|
|
$
|
571,320
|
|
|
$
|
57,808
|
|
|
10.1
|
%
|
Freight and handling costs
|
176,976
|
|
|
129,919
|
|
|
47,057
|
|
|
36.2
|
%
|
|||
Depreciation, depletion and amortization
|
22,810
|
|
|
17,788
|
|
|
5,022
|
|
|
28.2
|
%
|
|||
Amortization of acquired intangibles, net
|
11,310
|
|
|
34,243
|
|
|
(22,933
|
)
|
|
(67.0
|
)%
|
|||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
31,108
|
|
|
40,148
|
|
|
(9,040
|
)
|
|
(22.5
|
)%
|
|||
Merger related costs
|
3,883
|
|
|
—
|
|
|
3,883
|
|
|
100.0
|
%
|
|||
Secondary offering costs
|
—
|
|
|
3,438
|
|
|
(3,438
|
)
|
|
(100.0
|
)%
|
|||
Total other operating (income) loss:
|
|
|
|
|
|
|
|
|
|
|||||
Gain on disposal of assets
|
(16,502
|
)
|
|
—
|
|
|
(16,502
|
)
|
|
(100.0
|
)%
|
|||
Mark-to-market adjustment for acquisition-related obligations
|
—
|
|
|
2,382
|
|
|
(2,382
|
)
|
|
(100.0
|
)%
|
Gain on settlement of acquisition-related obligations
|
(292
|
)
|
|
(9,200
|
)
|
|
8,908
|
|
|
96.8
|
%
|
|||
Other expenses
|
288
|
|
|
81
|
|
|
207
|
|
|
255.6
|
%
|
|||
Total costs and expenses
|
858,709
|
|
|
790,119
|
|
|
$
|
68,590
|
|
|
8.7
|
%
|
||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(17,984
|
)
|
|
(19,614
|
)
|
|
1,630
|
|
|
8.3
|
%
|
|||
Interest income
|
322
|
|
|
73
|
|
|
249
|
|
|
341.1
|
%
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
(38,701
|
)
|
|
38,701
|
|
|
100.0
|
%
|
|||
Equity loss in affiliates
|
(1,233
|
)
|
|
(1,709
|
)
|
|
476
|
|
|
27.9
|
%
|
|||
Bargain purchase gain
|
—
|
|
|
642
|
|
|
(642
|
)
|
|
(100.0
|
)%
|
|||
Miscellaneous income, net
|
(583
|
)
|
|
(192
|
)
|
|
(391
|
)
|
|
(203.6
|
)%
|
|||
Total other expense, net
|
(19,478
|
)
|
|
(59,501
|
)
|
|
40,023
|
|
|
67.3
|
%
|
|||
Income tax expense
|
(121
|
)
|
|
(15,811
|
)
|
|
15,690
|
|
|
99.2
|
%
|
|||
Net income from continuing operations
|
$
|
132,942
|
|
|
$
|
49,356
|
|
|
$
|
83,586
|
|
|
169.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of coal sales:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP Operations
|
$
|
168,170
|
|
|
$
|
151,484
|
|
|
$
|
16,686
|
|
|
11.0
|
%
|
NAPP Operations
|
$
|
119,116
|
|
|
$
|
125,647
|
|
|
$
|
(6,531
|
)
|
|
(5.2
|
)%
|
Trading and Logistics Operations
|
$
|
341,842
|
|
|
$
|
294,381
|
|
|
$
|
47,461
|
|
|
16.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||
Tons sold:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP Operations
|
2,138
|
|
|
2,048
|
|
|
$
|
90
|
|
|
4.4
|
%
|
||
NAPP Operations
|
2,986
|
|
|
4,038
|
|
|
$
|
(1,052
|
)
|
|
(26.1
|
)%
|
||
Trading and Logistics Operations
|
3,078
|
|
|
2,341
|
|
|
$
|
737
|
|
|
31.5
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||
Cost of coal sales per ton:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP Operations
|
$
|
78.66
|
|
|
$
|
73.97
|
|
|
$
|
4.69
|
|
|
6.3
|
%
|
NAPP Operations
|
$
|
39.89
|
|
|
$
|
31.12
|
|
|
$
|
8.77
|
|
|
28.2
|
%
|
Trading and Logistics Operations
|
$
|
111.06
|
|
|
$
|
125.75
|
|
|
$
|
(14.69
|
)
|
|
(11.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||
Coal margin per ton
(1)
:
|
|
|
|
|
|
|
|
|
|
|||||
CAPP Operations
|
$
|
55.45
|
|
|
$
|
52.97
|
|
|
$
|
2.48
|
|
|
4.7
|
%
|
NAPP Operations
|
$
|
4.37
|
|
|
$
|
12.22
|
|
|
$
|
(7.85
|
)
|
|
(64.2
|
)%
|
Trading and Logistics Operations
|
$
|
21.39
|
|
|
$
|
22.02
|
|
|
$
|
(0.63
|
)
|
|
(2.9
|
)%
|
(1)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operation.
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Net income (loss) from continuing operations
|
$
|
123,000
|
|
|
$
|
6,205
|
|
|
$
|
54,894
|
|
|
$
|
(51,157
|
)
|
|
$
|
132,942
|
|
Interest expense
|
312
|
|
|
(349
|
)
|
|
—
|
|
|
18,021
|
|
|
17,984
|
|
|||||
Interest income
|
(10
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|
(282
|
)
|
|
(322
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
121
|
|
|||||
Depreciation, depletion and amortization
|
11,978
|
|
|
10,463
|
|
|
—
|
|
|
369
|
|
|
22,810
|
|
|||||
Merger related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3,883
|
|
|
3,883
|
|
|||||
Management restructuring costs
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,659
|
|
|
2,659
|
|
|||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
6,355
|
|
|
6,355
|
|
|||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|
(292
|
)
|
|||||
Gain on sale of disposal group
(2)
|
(16,386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,386
|
)
|
|||||
Accretion expense
|
2,174
|
|
|
1,882
|
|
|
—
|
|
|
—
|
|
|
4,056
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
11,310
|
|
|
—
|
|
|
11,310
|
|
|||||
Adjusted EBITDA
(3)
|
$
|
121,068
|
|
|
$
|
18,189
|
|
|
$
|
66,186
|
|
|
$
|
(20,323
|
)
|
|
$
|
185,120
|
|
(1)
|
Management restructuring costs are related to severance expense associated with senior management changes in the
six months ended June 30, 2018
.
|
(2)
|
During the fourth quarter of 2017, we entered into an asset purchase agreement to sell a disposal group (comprised of property, plant and equipment and associated asset retirement obligations) within our CAPP segment. From the date we entered into the asset purchase agreement through the transaction close date, the property, plant and equipment and associated asset retirement obligations were classified as held for sale in amounts representing the fair value of the disposal group. Upon permit transfer, the transaction closed on April 2, 2018. We paid $10.0 million in connection with the transaction, which was paid into escrow on March 27, 2018 and transferred to the buyer at the transaction close date, and expect to pay a series of additional cash payments in the aggregate amount of $1.5 million, per the terms stated in the agreement, and recorded a gain on sale of approximately $16.4 million within gain on disposal of assets with in the Condensed Consolidated Statements of Operations.
|
(3)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had Adjusted EBITDA of ($2.4 million) for the
six months ended June 30, 2018
.
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Net income (loss) from continuing operations
|
$
|
98,346
|
|
|
$
|
45,155
|
|
|
$
|
16,590
|
|
|
$
|
(110,735
|
)
|
|
$
|
49,356
|
|
Interest expense
|
(93
|
)
|
|
(369
|
)
|
|
—
|
|
|
20,076
|
|
|
19,614
|
|
|||||
Interest income
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(73
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
15,811
|
|
|
15,811
|
|
|||||
Depreciation, depletion and amortization
|
10,711
|
|
|
6,662
|
|
|
—
|
|
|
415
|
|
|
17,788
|
|
|||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
209
|
|
|
6,389
|
|
|
6,598
|
|
|||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
2,382
|
|
|
2,382
|
|
|||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,200
|
)
|
|
(9,200
|
)
|
|||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3,438
|
|
|
3,438
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
38,701
|
|
|
38,701
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(642
|
)
|
|
(642
|
)
|
|||||
Accretion expense
|
2,923
|
|
|
2,082
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
34,243
|
|
|
—
|
|
|
34,243
|
|
|||||
Expenses related to Special Dividend
|
377
|
|
|
57
|
|
|
—
|
|
|
9,102
|
|
|
9,536
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
112,259
|
|
|
$
|
53,587
|
|
|
$
|
51,042
|
|
|
$
|
(24,331
|
)
|
|
$
|
192,557
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had Adjusted EBITDA of $18.8 million for the six months ended June 30, 2017.
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
|||||||
CAPP Operations
|
$
|
121,068
|
|
|
$
|
112,259
|
|
|
$
|
8,809
|
|
|
7.8
|
%
|
NAPP Operations
|
$
|
18,189
|
|
|
$
|
53,587
|
|
|
$
|
(35,398
|
)
|
|
(66.1
|
)%
|
Trading and Logistics Operations
|
$
|
66,186
|
|
|
$
|
51,042
|
|
|
$
|
15,144
|
|
|
29.7
|
%
|
All Other
|
$
|
(20,323
|
)
|
|
$
|
(24,331
|
)
|
|
$
|
4,008
|
|
|
16.5
|
%
|
Total
|
$
|
185,120
|
|
|
$
|
192,557
|
|
|
$
|
(7,437
|
)
|
|
(3.9
|
)%
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
% of Total Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal revenues:
|
|
|
|
|||
Steam
|
$
|
286,662
|
|
|
17.4
|
%
|
Met
|
1,105,819
|
|
|
67.0
|
%
|
|
Freight and handling revenues
|
247,402
|
|
|
15.0
|
%
|
|
Other revenues
|
10,086
|
|
|
0.6
|
%
|
|
Total revenues
|
$
|
1,649,969
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Steam
|
6,741
|
|
|
|
||
Met
|
8,916
|
|
|
|
||
Total
|
15,657
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Steam
|
$
|
42.53
|
|
|
|
|
Met
|
$
|
124.03
|
|
|
|
|
Average
|
$
|
88.94
|
|
|
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
% of Total Revenues
|
|||
Coal revenues
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
458,806
|
|
|
27.8
|
%
|
NAPP Operations
|
301,789
|
|
|
18.3
|
%
|
|
Trading and Logistics Operations
|
631,886
|
|
|
38.3
|
%
|
|
Total coal revenues
|
$
|
1,392,481
|
|
|
84.4
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
3,901
|
|
|
|
||
NAPP Operations
|
6,904
|
|
|
|
||
Trading and Logistics Operations
|
4,852
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
117.61
|
|
|
|
|
NAPP Operations
|
$
|
43.71
|
|
|
|
|
Trading and Logistics Operations
|
$
|
130.23
|
|
|
|
|
Average
|
$
|
88.94
|
|
|
|
(1)
|
Does not include any portion of the price paid by our export customers to transport coal to the relevant outbound shipping port.
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
% of Total Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
1,089,829
|
|
|
66.1
|
%
|
Freight and handling costs
|
247,402
|
|
|
15.0
|
%
|
|
Depreciation, depletion and amortization
|
34,910
|
|
|
2.1
|
%
|
|
Amortization of acquired intangibles, net
|
59,007
|
|
|
3.6
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
67,459
|
|
|
4.1
|
%
|
|
Secondary offering costs
|
4,491
|
|
|
0.3
|
%
|
|
Total other operating (income) loss:
|
|
|
|
|
||
Mark-to-market adjustment for acquisition-related obligations
|
3,221
|
|
|
0.2
|
%
|
|
Gain (loss) on settlement of acquisition-related obligations
|
(38,886
|
)
|
|
(2.4
|
)%
|
|
Other expenses
|
178
|
|
|
—
|
%
|
|
Total costs and expenses
|
1,467,611
|
|
|
88.9
|
%
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(35,977
|
)
|
|
(2.2
|
)%
|
|
Interest income
|
210
|
|
|
—
|
%
|
|
Loss on early extinguishment of debt
|
(38,701
|
)
|
|
(2.3
|
)%
|
|
Equity loss in affiliates
|
(3,339
|
)
|
|
(0.2
|
)%
|
|
Bargain purchase gain
|
1,011
|
|
|
0.1
|
%
|
|
Miscellaneous income, net
|
194
|
|
|
—
|
%
|
|
Total other expense, net
|
(76,602
|
)
|
|
(4.6
|
)%
|
|
Income tax benefit
|
67,979
|
|
|
4.1
|
%
|
|
Net income from continuing operations
|
$
|
173,735
|
|
|
10.5
|
%
|
|
|
|
|
|||
Cost of coal sales:
|
|
|
|
|||
CAPP Operations
|
$
|
290,632
|
|
|
17.6
|
%
|
NAPP Operations
|
$
|
256,427
|
|
|
15.5
|
%
|
Trading and Logistics Operations
|
$
|
543,148
|
|
|
32.9
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
3,901
|
|
|
|
||
NAPP Operations
|
6,904
|
|
|
|
||
Trading and Logistics Operations
|
4,852
|
|
|
|
||
|
|
|
|
|||
Cost of coal sales per ton:
|
|
|
|
|||
CAPP Operations
|
$
|
74.50
|
|
|
|
|
NAPP Operations
|
$
|
37.14
|
|
|
|
|
Trading and Logistics Operations
|
$
|
111.94
|
|
|
|
|
|
|
|
|
|||
Coal margin per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
43.11
|
|
|
|
|
NAPP Operations
|
$
|
6.57
|
|
|
|
|
Trading and Logistics Operations
|
$
|
18.29
|
|
|
|
(1)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operations.
|
|
Successor
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Net income (loss) from continuing operations
|
$
|
150,304
|
|
|
$
|
36,604
|
|
|
$
|
29,639
|
|
|
$
|
(42,812
|
)
|
|
$
|
173,735
|
|
Interest expense
|
(90
|
)
|
|
(1,505
|
)
|
|
—
|
|
|
37,572
|
|
|
35,977
|
|
|||||
Interest income
|
(22
|
)
|
|
(1
|
)
|
|
—
|
|
|
(187
|
)
|
|
(210
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,979
|
)
|
|
(67,979
|
)
|
|||||
Depreciation, depletion and amortization
|
18,941
|
|
|
15,087
|
|
|
—
|
|
|
882
|
|
|
34,910
|
|
|||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
650
|
|
|
19,559
|
|
|
20,209
|
|
|||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
3,221
|
|
|
3,221
|
|
|||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|
(38,886
|
)
|
|||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
|
4,491
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
38,701
|
|
|
38,701
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|
(1,011
|
)
|
|||||
Accretion expense
|
5,770
|
|
|
4,164
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
59,007
|
|
|
—
|
|
|
59,007
|
|
|||||
Expenses related to dividend
|
115
|
|
|
84
|
|
|
—
|
|
|
6,168
|
|
|
6,367
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
175,018
|
|
|
$
|
54,433
|
|
|
$
|
89,296
|
|
|
$
|
(40,281
|
)
|
|
$
|
278,466
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense and accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $41.9 million for the year ended December 31, 2017.
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal revenues:
|
|
|
|
|||
Steam
|
$
|
119,189
|
|
|
23.6
|
%
|
Met
|
312,503
|
|
|
61.7
|
%
|
|
Freight and handling revenues
|
70,544
|
|
|
13.9
|
%
|
|
Other revenues
|
4,060
|
|
|
0.8
|
%
|
|
Total revenues
|
$
|
506,296
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Steam
|
2,739
|
|
|
|
||
Met
|
3,068
|
|
|
|
||
Total
|
5,807
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Steam
|
43.52
|
|
|
|
||
Met
|
101.86
|
|
|
|
||
Average
|
74.34
|
|
|
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|||
Coal revenues
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
137,981
|
|
|
27.3
|
%
|
NAPP Operations
|
129,961
|
|
|
25.7
|
%
|
|
Trading and Logistics Operations
|
163,750
|
|
|
32.3
|
%
|
|
Total coal revenues
|
$
|
431,692
|
|
|
85.3
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
1,388
|
|
|
|
||
NAPP Operations
|
2,888
|
|
|
|
||
Trading and Logistics Operations
|
1,531
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
99.41
|
|
|
|
||
NAPP Operations
|
45.00
|
|
|
|
||
Trading and Logistics Operations
|
106.96
|
|
|
|
|
|
Average
|
74.34
|
|
|
|
|
(1)
|
Does not include any portion of the price paid by our export customers to transport coal to the relevant outbound shipping port.
|
|
Successor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to December 31, 2016
|
|
% of Total Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
324,590
|
|
|
64.1
|
%
|
Freight and handling costs
|
70,544
|
|
|
13.9
|
%
|
|
Depreciation, depletion and amortization
|
5,973
|
|
|
1.2
|
%
|
|
Amortization of acquired intangibles, net
|
61,281
|
|
|
12.1
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
19,135
|
|
|
3.8
|
%
|
|
Mark-to-market adjustment for acquisition-related obligations
|
(10,616
|
)
|
|
(2.1
|
)%
|
|
Total costs and expenses
|
470,907
|
|
|
93.0
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(20,496
|
)
|
|
(4.0
|
)%
|
|
Interest income
|
23
|
|
|
—
|
%
|
|
Equity loss in affiliates
|
(2,287
|
)
|
|
(0.5
|
)%
|
Mark-to-market adjustment for warrant derivative liability
|
(33,975
|
)
|
|
(6.7
|
)%
|
|
Bargain purchase gain
|
7,719
|
|
|
1.5
|
%
|
|
Miscellaneous expense, net
|
(139
|
)
|
|
—
|
%
|
|
Total other expense, net
|
(49,155
|
)
|
|
(9.7
|
)%
|
|
Income tax benefit
|
1,920
|
|
|
0.4
|
%
|
|
Net loss from continuing operations
|
$
|
(11,846
|
)
|
|
(2.3
|
)%
|
|
|
|
|
|||
Cost of coal sales:
|
|
|
|
|||
CAPP Operations
|
$
|
95,177
|
|
|
18.8
|
%
|
NAPP Operations
|
$
|
106,718
|
|
|
21.1
|
%
|
Trading and Logistics Operations
|
$
|
122,667
|
|
|
24.2
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
1,388
|
|
|
|
||
NAPP Operations
|
2,888
|
|
|
|
||
Trading and Logistics Operations
|
1,531
|
|
|
|
||
|
|
|
|
|||
Cost of coal sales per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
68.57
|
|
|
|
|
NAPP Operations
|
$
|
36.95
|
|
|
|
|
Trading and Logistics Operations
|
$
|
80.12
|
|
|
|
|
|
|
|
|
|||
Coal margin per ton
(2)
:
|
|
|
|
|||
CAPP Operations
|
$
|
30.84
|
|
|
|
|
NAPP Operations
|
$
|
8.05
|
|
|
|
|
Trading and Logistics Operations
|
$
|
26.84
|
|
|
|
(1)
|
Cost of coal sales per ton exclude costs associated with our All Other category.
|
(2)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operations.
|
|
Successor
|
||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Net income (loss) from continuing operations
|
$
|
37,436
|
|
|
$
|
26,434
|
|
|
$
|
(22,053
|
)
|
|
$
|
(53,663
|
)
|
|
$
|
(11,846
|
)
|
Interest expense
|
97
|
|
|
171
|
|
|
—
|
|
|
20,228
|
|
|
20,496
|
|
|||||
Interest income
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(23
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
|
(1,920
|
)
|
|||||
Depreciation, depletion and amortization
|
6,442
|
|
|
(772
|
)
|
|
—
|
|
|
303
|
|
|
5,973
|
|
|||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
37
|
|
|
1,387
|
|
|
1,424
|
|
|||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
33,975
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,719
|
)
|
|
(7,719
|
)
|
|||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,616
|
)
|
|
(10,616
|
)
|
|||||
Accretion expense
|
2,436
|
|
|
2,365
|
|
|
—
|
|
|
—
|
|
|
4,801
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
61,281
|
|
|
—
|
|
|
61,281
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
46,405
|
|
|
$
|
28,198
|
|
|
$
|
39,265
|
|
|
$
|
(18,042
|
)
|
|
$
|
95,826
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense and accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $45.8 million for the period from July 26, 2016 to December 31, 2016.
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal revenues:
|
|
|
|
|||
Steam
|
$
|
197,135
|
|
|
48.0
|
%
|
Met
|
147,557
|
|
|
35.9
|
%
|
|
Freight and handling revenues
|
52,076
|
|
|
12.7
|
%
|
|
Other revenues
|
14,343
|
|
|
3.4
|
%
|
|
Total revenues
|
$
|
411,111
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Steam
|
4,424
|
|
|
|
||
Met
|
2,576
|
|
|
|
||
Total
|
7,000
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Steam
|
$
|
44.56
|
|
|
|
|
Met
|
$
|
57.28
|
|
|
|
|
Average
|
$
|
49.24
|
|
|
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|||
Coal revenues
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
131,640
|
|
|
32.0
|
%
|
NAPP Operations
|
204,473
|
|
|
49.7
|
%
|
|
Trading and Logistics Operations
|
8,579
|
|
|
2.1
|
%
|
|
Total coal revenues
|
$
|
344,692
|
|
|
83.8
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
2,189
|
|
|
|
||
NAPP Operations
|
4,654
|
|
|
|
||
Trading and Logistics Operations
|
157
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
60.14
|
|
|
|
|
NAPP Operations
|
$
|
43.93
|
|
|
|
|
Trading and Logistics Operations
|
$
|
54.64
|
|
|
|
|
Average
|
$
|
49.24
|
|
|
|
(1)
|
Does not include any portion of the price paid by our export customers to transport coal to the relevant outbound shipping port.
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Period from
January 1, 2016 to July 25, 2016
|
|
% of Total Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
310,281
|
|
|
75.5
|
%
|
Freight and handling costs
|
52,076
|
|
|
12.7
|
%
|
|
Depreciation, depletion and amortization
|
66,076
|
|
|
16.1
|
%
|
|
Amortization of acquired intangibles, net
|
11,567
|
|
|
2.8
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
29,568
|
|
|
7.2
|
%
|
|
Asset impairment and restructuring
|
3,096
|
|
|
0.8
|
%
|
|
Other expenses
|
2,184
|
|
|
0.5
|
%
|
|
Total costs and expenses
|
474,848
|
|
|
115.5
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(2
|
)
|
|
—
|
%
|
|
Interest income
|
19
|
|
|
—
|
%
|
Equity loss in affiliates
|
(2,735
|
)
|
|
(0.7
|
)%
|
|
Miscellaneous expense, net
|
(13,978
|
)
|
|
(3.4
|
)%
|
|
Total other expense, net
|
(16,696
|
)
|
|
(4.1
|
)%
|
|
Reorganization items, net
|
(20,989
|
)
|
|
(5.1
|
)%
|
|
Income tax benefit
|
39,881
|
|
|
9.7
|
%
|
|
Net loss from continuing operations
|
$
|
(61,541
|
)
|
|
(15.0
|
)%
|
|
|
|
|
|||
Cost of coal sales:
|
|
|
|
|||
CAPP Operations
|
$
|
131,512
|
|
|
32.0
|
%
|
NAPP Operations
|
$
|
171,074
|
|
|
41.6
|
%
|
Trading and Logistics Operations
|
$
|
7,695
|
|
|
1.9
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
2,189
|
|
|
|
||
NAPP Operations
|
4,654
|
|
|
|
||
Trading and Logistics Operations
|
157
|
|
|
|
||
|
|
|
|
|||
Cost of coal sales per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
60.08
|
|
|
|
|
NAPP Operations
|
$
|
36.76
|
|
|
|
|
Trading and Logistics Operations
|
$
|
49.01
|
|
|
|
|
|
|
|
|
|||
Coal margin per ton
(2)
:
|
|
|
|
|||
CAPP Operations
|
$
|
0.06
|
|
|
|
|
NAPP Operations
|
$
|
7.17
|
|
|
|
|
Trading and Logistics Operations
|
$
|
5.63
|
|
|
|
(1)
|
Cost of coal sales per ton exclude costs associated with our All Other category.
|
(2)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operations.
|
|
Predecessor
|
||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Net (loss) income from continuing operations
|
$
|
(26,407
|
)
|
|
$
|
(43,143
|
)
|
|
$
|
(1,452
|
)
|
|
$
|
9,461
|
|
|
$
|
(61,541
|
)
|
Interest expense
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Interest income
|
(9
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,881
|
)
|
|
(39,881
|
)
|
|||||
Depreciation, depletion and amortization
|
15,389
|
|
|
49,852
|
|
|
3
|
|
|
832
|
|
|
66,076
|
|
|||||
Non-cash stock compensation expense
|
34
|
|
|
61
|
|
|
—
|
|
|
498
|
|
|
593
|
|
|||||
Reorganization items, net
|
8,196
|
|
|
12,528
|
|
|
248
|
|
|
17
|
|
|
20,989
|
|
|||||
Asset impairment and restructuring
|
1,667
|
|
|
1,408
|
|
|
21
|
|
|
—
|
|
|
3,096
|
|
|||||
Accretion expense
|
1,753
|
|
|
3,252
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
11,567
|
|
|
—
|
|
|
—
|
|
|
11,567
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
625
|
|
|
$
|
35,515
|
|
|
$
|
(1,180
|
)
|
|
$
|
(29,073
|
)
|
|
$
|
5,887
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense and accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $36.9 million for the period from January 1, 2016 to July 25, 2016.
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Year Ended
December 31, 2015
|
|
% of Total Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal revenues:
|
|
|
|
|||
Steam
|
$
|
434,360
|
|
|
46.9
|
%
|
Met
|
381,650
|
|
|
41.2
|
%
|
|
Freight and handling revenues
|
97,237
|
|
|
10.5
|
%
|
|
Other revenues
|
12,774
|
|
|
1.4
|
%
|
|
Total revenues
|
$
|
926,021
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Steam
|
8,238
|
|
|
|
|
|
Met
|
5,501
|
|
|
|
|
|
Total
|
13,739
|
|
|
|
|
|
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Steam
|
$
|
52.73
|
|
|
|
|
Met
|
$
|
69.38
|
|
|
|
|
Average
|
$
|
59.39
|
|
|
|
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Year Ended
December 31, 2015
|
|
% of Total Revenues
|
|||
Coal revenues
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
298,810
|
|
|
32.3
|
%
|
NAPP Operations
|
468,178
|
|
|
50.6
|
%
|
|
Trading and Logistics Operations
|
49,022
|
|
|
5.3
|
%
|
|
Total coal revenues
|
$
|
816,010
|
|
|
88.2
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
4,099
|
|
|
|
|
|
NAPP Operations
|
8,953
|
|
|
|
|
|
Trading and Logistics Operations
|
687
|
|
|
|
|
|
|
|
|
|
|||
Coal sales realization per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
72.90
|
|
|
|
|
NAPP Operations
|
$
|
52.29
|
|
|
|
|
Trading and Logistics Operations
|
$
|
71.36
|
|
|
|
|
Average
|
$
|
59.39
|
|
|
|
|
(1)
|
Does not include any portion of the price paid by our export customers to transport coal to the relevant outbound shipping port.
|
|
Predecessor
|
|
|
|||
(In thousands, except for per ton data)
|
Year Ended
December 31, 2015
|
|
% of Total Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
709,993
|
|
|
76.7
|
%
|
Freight and handling costs
|
97,237
|
|
|
10.5
|
%
|
|
Depreciation, depletion and amortization
|
149,197
|
|
|
16.1
|
%
|
|
Amortization of acquired intangibles, net
|
2,223
|
|
|
0.2
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
44,158
|
|
|
4.8
|
%
|
|
Asset impairment and restructuring
|
297,425
|
|
|
32.1
|
%
|
|
Other expenses
|
(99
|
)
|
|
—
|
%
|
|
Total costs and expenses
|
1,300,134
|
|
|
140.4
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(28
|
)
|
|
—
|
%
|
|
Interest income
|
4
|
|
|
—
|
%
|
|
Equity loss in affiliates
|
(7,712
|
)
|
|
(0.8
|
)%
|
|
Miscellaneous expense, net
|
(20,904
|
)
|
|
(2.3
|
)%
|
Total other expense, net
|
(28,640
|
)
|
|
(3.1
|
)%
|
|
Reorganization items, net
|
(10,085
|
)
|
|
(1.1
|
)%
|
|
Income tax benefit
|
155,052
|
|
|
16.7
|
%
|
|
Net loss from continuing operations
|
$
|
(257,786
|
)
|
|
(27.8
|
)%
|
|
|
|
|
|||
Cost of coal sales:
|
|
|
|
|||
CAPP Operations
|
$
|
301,852
|
|
|
32.6
|
%
|
NAPP Operations
|
$
|
364,499
|
|
|
39.4
|
%
|
Trading and Logistics Operations
|
$
|
43,642
|
|
|
4.7
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
CAPP Operations
|
4,099
|
|
|
|
||
NAPP Operations
|
8,953
|
|
|
|
||
Trading and Logistics Operations
|
687
|
|
|
|
||
|
|
|
|
|||
Cost of coal sales per ton
(1)
:
|
|
|
|
|||
CAPP Operations
|
$
|
73.64
|
|
|
|
|
NAPP Operations
|
$
|
40.71
|
|
|
|
|
Trading and Logistics Operations
|
$
|
63.53
|
|
|
|
|
|
|
|
|
|||
Coal margin per ton
(2)
:
|
|
|
|
|||
CAPP Operations
|
$
|
(0.74
|
)
|
|
|
|
NAPP Operations
|
$
|
11.58
|
|
|
|
|
Trading and Logistics Operations
|
$
|
7.83
|
|
|
|
(1)
|
Cost of coal sales per ton exclude costs associated with our All Other category.
|
(2)
|
Coal margin per ton for our reportable segments is calculated as coal sales realization per ton for our reportable segments less cost of coal sales per ton for our reportable segments. Coal margin per ton is not shown for our All Other category since it has no coal sales or coal production related to our continuing operations.
|
|
Predecessor
|
||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Net (loss) income from continuing operations
|
$
|
(118,543
|
)
|
|
$
|
(249,090
|
)
|
|
$
|
795
|
|
|
$
|
109,052
|
|
|
$
|
(257,786
|
)
|
Interest expense
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Interest income
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(155,052
|
)
|
|
(155,052
|
)
|
|||||
Depreciation, depletion and amortization
|
42,869
|
|
|
104,479
|
|
|
13
|
|
|
1,836
|
|
|
149,197
|
|
|||||
Non-cash stock compensation expense
|
305
|
|
|
483
|
|
|
46
|
|
|
1,360
|
|
|
2,194
|
|
|||||
Reorganization items, net
|
3,438
|
|
|
6,306
|
|
|
336
|
|
|
5
|
|
|
10,085
|
|
|||||
Impairments
|
72,012
|
|
|
224,139
|
|
|
3
|
|
|
—
|
|
|
296,154
|
|
|||||
Restructuring
|
1,573
|
|
|
(420
|
)
|
|
118
|
|
|
—
|
|
|
1,271
|
|
|||||
Accretion expense
|
3,005
|
|
|
2,691
|
|
|
—
|
|
|
—
|
|
|
5,696
|
|
|||||
Mark-to-market adjustment for other derivatives
|
(2,635
|
)
|
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
(3,081
|
)
|
|||||
Amortization of acquired intangibles, net
|
350
|
|
|
1,873
|
|
|
—
|
|
|
—
|
|
|
2,223
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
2,399
|
|
|
$
|
90,014
|
|
|
$
|
1,311
|
|
|
$
|
(42,799
|
)
|
|
$
|
50,925
|
|
(1)
|
Our Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense and accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, we are no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $67.7 million for the year ended December 31, 2015.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||
Cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
115,606
|
|
|
$
|
186,214
|
|
|
$
|
314,260
|
|
|
$
|
21,459
|
|
|
|
$
|
77,029
|
|
|
$
|
155,052
|
|
Net cash (used in) provided by investing activities
|
(50,106
|
)
|
|
(50,027
|
)
|
|
(121,307
|
)
|
|
108,352
|
|
|
|
(25,029
|
)
|
|
(97,034
|
)
|
||||||
Net cash (used in) provided by financing activities
|
(13,288
|
)
|
|
(6,660
|
)
|
|
(170,282
|
)
|
|
41,478
|
|
|
|
(35,822
|
)
|
|
(53,585
|
)
|
||||||
Net increase in cash, cash equivalents, and restricted cash
|
$
|
52,212
|
|
|
$
|
129,527
|
|
|
$
|
22,671
|
|
|
$
|
171,289
|
|
|
|
$
|
16,178
|
|
|
$
|
4,433
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||
Depreciation, depletion and amortization
|
$
|
—
|
|
|
$
|
16,489
|
|
|
$
|
30,090
|
|
|
$
|
38,005
|
|
|
|
$
|
19,303
|
|
|
$
|
52,918
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
5,052
|
|
|
$
|
(10,420
|
)
|
|
$
|
(11,123
|
)
|
|
|
$
|
(8,071
|
)
|
|
$
|
(14,839
|
)
|
Acquisition of mineral rights under federal lease
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(42,130
|
)
|
Other significant operating non-cash items related to discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mark-to-market adjustments for derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
4,683
|
|
Accretion of asset retirement obligations
|
$
|
—
|
|
|
$
|
6,044
|
|
|
$
|
11,341
|
|
|
$
|
6,019
|
|
|
|
$
|
7,400
|
|
|
$
|
12,202
|
|
Asset impairment and restructuring
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
659
|
|
|
$
|
261,274
|
|
Total Leverage Ratio
(1)
|
Prepayment Amount
(2)
|
Equal to or greater than 2.50
|
75% of Excess Cash Flow
|
Less than 2.50 and greater than or equal to 1.25
|
50% of Excess Cash Flow
|
Less than 1.25
|
25% of Excess Cash Flow
|
(1)
|
Total Leverage Ratio is calculated as the ratio of (i) Consolidated Net Total Debt on such date to (ii) Consolidated EBITDA (capitalized terms as defined in the Term Loan Credit Facility, as amended) for the period of the four consecutive fiscal quarters ending as of the date of the financial statements most recently delivered.
|
(2)
|
% of Excess Cash Flow is reduced by voluntary repayments of the Term Loan Credit Facility, as amended, as defined within the Term Loan Credit Facility, as amended.
|
|
Remainder of 2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
|
Total
|
||||||||||||||
Long-term debt
(1)
|
$
|
2,000
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
363,677
|
|
|
$
|
381,677
|
|
Other debt
(2)
|
622
|
|
|
1,389
|
|
|
119
|
|
|
113
|
|
|
30
|
|
|
—
|
|
|
2,273
|
|
|||||||
Acquisition-related obligations
(3)
|
11,000
|
|
|
14,500
|
|
|
15,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
42,500
|
|
|||||||
Equipment purchase commitments
|
22,608
|
|
|
3,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,499
|
|
|||||||
Transportation commitments
|
1,494
|
|
|
3,072
|
|
|
3,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,668
|
|
|||||||
Operating leases
|
455
|
|
|
796
|
|
|
749
|
|
|
738
|
|
|
182
|
|
|
326
|
|
|
3,246
|
|
|||||||
Minimum royalties
|
446
|
|
|
1,121
|
|
|
1,044
|
|
|
1,044
|
|
|
697
|
|
|
909
|
|
|
5,261
|
|
|||||||
Coal purchase commitments
(4)
|
437,257
|
|
|
86,713
|
|
|
1,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
525,538
|
|
|||||||
Total
|
$
|
475,882
|
|
|
$
|
115,482
|
|
|
$
|
25,582
|
|
|
$
|
7,895
|
|
|
$
|
4,909
|
|
|
$
|
364,912
|
|
|
$
|
994,662
|
|
(1)
|
Long-term debt includes principal amounts due in the years shown. Cash interest payable on this obligation, with an interest rate of 7.10%, would be approximately $13,800 in the remainder of 2018, $27,200 in 2019, $27,000 in 2020, $26,600 in 2021, $26.4 million in 2022, and $31,500 after 2022.
|
(2)
|
Includes capital lease obligation principal amounts of $0.2 million in the remainder of 2018, $200 in 2019, $100 in 2020, $100 in 2021, and $30 in 2022. Cash interest payable on these obligations with interest rates ranging between 5.20% and 9.50%, would be approximately $24 in the remainder of 2018, $27 in 2019, $12 in 2020, and $5 in 2021. Other debt includes principal amounts of $500 in 2018 and $1,200 in 2019.
|
(3)
|
Certain guarantees are excluded from the table above, for which the timing of payments are not estimable. See Note 10 to Contura’s unaudited condensed consolidated financial statements and Note 14 to the Contura audited financial statements included elsewhere in this joint proxy statement for further disclosures related to these guarantees.
|
(4)
|
Includes an estimated $47,900 in the remainder of 2018 and $70,700 in 2019 related to contractually committed variable priced tons from vendors with historical performance resulting in less than 20% of the committed tonnage being delivered.
|
(in thousands)
|
Remainder of 2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
|
Total
|
||||||||||||||
Asset retirement obligation
|
$
|
6,807
|
|
|
$
|
5,899
|
|
|
$
|
12,893
|
|
|
$
|
11,476
|
|
|
$
|
10,726
|
|
|
$
|
209,919
|
|
|
$
|
257,720
|
|
Black lung benefit obligation
|
72
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|
102
|
|
|
47,750
|
|
|
47,984
|
|
|||||||
Life insurance benefit obligation
|
417
|
|
|
750
|
|
|
698
|
|
|
685
|
|
|
676
|
|
|
17,506
|
|
|
20,732
|
|
|||||||
Workers’ compensation benefit obligation
|
2,423
|
|
|
3,801
|
|
|
2,582
|
|
|
2,010
|
|
|
1,615
|
|
|
10,389
|
|
|
22,820
|
|
|||||||
Total
|
$
|
9,719
|
|
|
$
|
10,470
|
|
|
$
|
16,193
|
|
|
$
|
14,191
|
|
|
$
|
13,119
|
|
|
$
|
285,564
|
|
|
$
|
349,256
|
|
•
|
Discount Rate.
Asset retirement obligations are initially recorded at fair value. We utilize discounted cash flow techniques to estimate the fair value of our obligations. We base our discount rate on the rates of treasury bonds with maturities similar to expected mine lives and adjust for our credit standing as necessary after considering funding and assurance provisions. Changes in our credit standing could have a material impact on our asset retirement obligations.
|
•
|
Third-Party Margin.
The measurement of an obligation at fair value is based upon the amount a third-party would demand to perform the obligation. Because we plan to perform a significant amount of the reclamation activities with internal resources, a third-party margin was added to the estimated costs of these activities. This margin was estimated based upon our historical experience with contractors performing similar types of reclamation activities. The inclusion of this margin will result in a recorded obligation that is greater than our estimates of our cost to perform the reclamation activities. If our cost estimates are accurate, the excess of the recorded obligation over the cost incurred to perform the work will be recorded as a gain at the time that reclamation work is completed.
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
Coal revenues:
|
|
|
|
|
|
|
|
|||||||
Steam
|
$
|
—
|
|
|
$
|
12,250
|
|
|
$
|
(12,250
|
)
|
|
-100.0
|
%
|
Met
|
$
|
—
|
|
|
$
|
3,563
|
|
|
$
|
(3,563
|
)
|
|
-100.0
|
%
|
Tons sold:
|
|
|
|
|
|
|
|
|||||||
Steam
|
—
|
|
|
244
|
|
|
(244
|
)
|
|
-100.0
|
%
|
|||
Met
|
—
|
|
|
31
|
|
|
(31
|
)
|
|
-100.0
|
%
|
|||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
|||||||
Steam
|
$
|
—
|
|
|
$
|
50.20
|
|
|
$
|
(50.20
|
)
|
|
-100.0
|
%
|
Met
|
$
|
—
|
|
|
$
|
114.94
|
|
|
$
|
(114.94
|
)
|
|
-100.0
|
%
|
|
Year Ended
December 31, 2017
|
|
% of Total Revenues
|
|
Period from July 26 through Dec 31, 2016
|
|
% of Total Revenues
|
||||||
(In thousands, except for per ton data)
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Coal revenues:
|
|
|
|
|
|
|
|
||||||
Steam
|
$
|
30,425
|
|
|
2.4
|
%
|
|
$
|
7,506
|
|
|
1.9
|
%
|
Met
|
$
|
8,913
|
|
|
0.7
|
%
|
|
$
|
—
|
|
|
0.0
|
%
|
Tons sold:
|
|
|
|
|
|
|
|
||||||
Steam
|
602
|
|
|
|
|
140
|
|
|
|
||||
Met
|
86
|
|
|
|
|
—
|
|
|
|
||||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
||||||
Steam
|
$
|
50.54
|
|
|
|
|
$
|
53.61
|
|
|
|
||
Met
|
$
|
103.64
|
|
|
|
|
$
|
—
|
|
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands, except for per ton data)
|
2018
|
|
2017
|
|
$ or Tons
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Cost of coal sales:
|
$
|
1,447
|
|
|
$
|
30,759
|
|
|
$
|
(29,312
|
)
|
|
-95.3
|
%
|
Tons sold:
|
—
|
|
|
275
|
|
|
(275
|
)
|
|
-100.0
|
%
|
|||
Cost of coal sales per ton:
|
NA
|
|
|
$
|
111.85
|
|
|
NA
|
|
|
NA
|
|
||
Coal margin per ton
(1)
:
|
NA
|
|
|
$
|
(54.35
|
)
|
|
NA
|
|
|
NA
|
|
|
Year Ended
December 31, 2017
|
|
% of Total Revenues
|
|
Period from July 26 through Dec 31, 2016
|
|
% of Total Revenues
|
||||||
(In thousands, except for per ton data)
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Cost of coal sales:
|
$
|
63,485
|
|
|
5.0
|
%
|
|
$
|
27,640
|
|
|
7.0
|
%
|
Tons sold:
|
688
|
|
|
|
|
140
|
|
|
|
||||
Cost of coal sales per ton:
|
$
|
92.27
|
|
|
|
|
$
|
197.43
|
|
|
|
||
Coal margin per ton
(1)
:
|
$
|
(35.09
|
)
|
|
|
|
$
|
(143.82
|
)
|
|
|
(1)
|
Coal margin per ton is calculated as coal sales realization per ton less cost of coal sales per ton.
|
|
Six Months Ended June 30, 2018
Per Ton
|
|
Six Months Ended June 30, 2017
Per Ton
|
|
Year Ended
December 31, 2017 Per Ton
|
|
Period From July 26, 2016 to December 31, 2016 Per Ton
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cost of coal sales:
|
|
|
|
|
|
|
|
||||||||
Total continuing operations
|
$
|
65.33
|
|
|
$
|
64.68
|
|
|
$
|
65.98
|
|
|
$
|
62.34
|
|
Idle mine costs
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
(0.21
|
)
|
|
$
|
3.38
|
|
Adjusted cost of coal sales, continuing operations
|
$
|
65.10
|
|
|
$
|
64.49
|
|
|
$
|
66.19
|
|
|
$
|
58.96
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted cost of coal sales by component:
|
|
|
|
|
|
|
|
||||||||
Company operations
|
$
|
64.49
|
|
|
$
|
61.06
|
|
|
$
|
62.80
|
|
|
$
|
58.40
|
|
Broker coal sales
|
$
|
125.87
|
|
|
$
|
112.79
|
|
|
$
|
112.36
|
|
|
$
|
69.22
|
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||||||||
(In thousands, except for per ton data)
|
2018
|
|
% of Total Revenues
|
|
2017
|
|
%of Total Revenues
|
|
$ or Tons
|
|
%
|
|||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Coal Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Metallurgical
|
$
|
421,830
|
|
|
69.5
|
%
|
|
$
|
403,908
|
|
|
63.2
|
%
|
|
$
|
17,922
|
|
|
4.4
|
%
|
Steam
|
173,083
|
|
|
28.5
|
%
|
|
157,621
|
|
|
24.7
|
%
|
|
15,462
|
|
|
9.8
|
%
|
|||
Broker
|
8,814
|
|
|
1.5
|
%
|
|
55,688
|
|
|
8.7
|
%
|
|
(46,874
|
)
|
|
-84.2
|
%
|
|||
Freight and handling revenues
|
—
|
|
|
0.0
|
%
|
|
17,446
|
|
|
2.7
|
%
|
|
(17,446
|
)
|
|
-100.0
|
%
|
|||
Other Revenues
|
2,992
|
|
|
0.5
|
%
|
|
4,318
|
|
|
0.7
|
%
|
|
(1,326
|
)
|
|
-30.7
|
%
|
|||
Total Revenues
|
$
|
606,719
|
|
|
100.0
|
%
|
|
$
|
638,981
|
|
|
100.0
|
%
|
|
$
|
(32,262
|
)
|
|
-5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Metallurgical
|
3,728
|
|
|
|
|
3,490
|
|
|
|
|
238
|
|
|
6.8
|
%
|
|||||
Steam
|
3,061
|
|
|
|
|
3,112
|
|
|
|
|
(51
|
)
|
|
-1.6
|
%
|
|||||
Broker
|
68
|
|
|
|
|
470
|
|
|
|
|
(402
|
)
|
|
-85.5
|
%
|
|||||
Total
|
6,857
|
|
|
|
|
7,072
|
|
|
|
|
(215
|
)
|
|
-3.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Coal sales realization per ton:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Metallurgical
|
$
|
113.15
|
|
|
|
|
$
|
115.73
|
|
|
|
|
$
|
(2.58
|
)
|
|
-2.2
|
%
|
||
Steam
|
$
|
56.54
|
|
|
|
|
$
|
50.65
|
|
|
|
|
$
|
5.89
|
|
|
11.6
|
%
|
||
Broker
|
$
|
129.62
|
|
|
|
|
$
|
118.49
|
|
|
|
|
$
|
11.13
|
|
|
9.4
|
%
|
||
Average
|
$
|
88.05
|
|
|
|
|
$
|
87.28
|
|
|
|
|
$
|
0.77
|
|
|
0.9
|
%
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||||||||
(In thousands, except for per ton data)
|
2018
|
|
% of Total Revenues
|
|
2017
|
|
% of Total Revenues
|
|
$
|
|
%
|
|||||||||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
447,969
|
|
|
73.8
|
%
|
|
$
|
457,450
|
|
|
71.6
|
%
|
|
$
|
(9,481
|
)
|
|
-2.1
|
%
|
Loss on disposition of property, plant and equipment
|
5,823
|
|
|
1.0
|
%
|
|
1,350
|
|
|
0.2
|
%
|
|
4,473
|
|
|
331.3
|
%
|
|||
Freight and handling costs
|
17,677
|
|
|
2.9
|
%
|
|
17,446
|
|
|
2.7
|
%
|
|
231
|
|
|
1.3
|
%
|
|||
Other expenses
|
—
|
|
|
0.0
|
%
|
|
751
|
|
|
0.1
|
%
|
|
(751
|
)
|
|
-100.0
|
%
|
|||
Depreciation, depletion and amortization
|
18,120
|
|
|
3.0
|
%
|
|
24,790
|
|
|
3.9
|
%
|
|
(6,670
|
)
|
|
-26.9
|
%
|
|||
Amortization of acquired coal supply agreements, net
|
143
|
|
|
0.0
|
%
|
|
5,125
|
|
|
0.8
|
%
|
|
(4,982
|
)
|
|
-97.2
|
%
|
|||
Accretion of asset retirement obligations
|
8,147
|
|
|
1.3
|
%
|
|
8,594
|
|
|
1.3
|
%
|
|
(447
|
)
|
|
-5.2
|
%
|
|||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
27,839
|
|
|
4.6
|
%
|
|
16,708
|
|
|
2.6
|
%
|
|
11,131
|
|
|
66.6
|
%
|
|||
Mark-to-market adjustment - acquisition-related obligations
|
8,706
|
|
|
1.4
|
%
|
|
3,091
|
|
|
0.5
|
%
|
|
5,615
|
|
|
181.7
|
%
|
|||
Total costs and expenses
|
534,424
|
|
|
88.0
|
%
|
|
535,305
|
|
|
83.7
|
%
|
|
(881
|
)
|
|
-0.2
|
%
|
|||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
(14,027
|
)
|
|
-2.3
|
%
|
|
(8,033
|
)
|
|
-1.3
|
%
|
|
(5,994
|
)
|
|
74.6
|
%
|
|||
Interest income
|
1,794
|
|
|
0.3
|
%
|
|
1,461
|
|
|
0.2
|
%
|
|
333
|
|
|
22.8
|
%
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(16,348
|
)
|
|
-2.6
|
%
|
|
16,348
|
|
|
-100.0
|
%
|
|||
Miscellaneous income, net
|
3,289
|
|
|
0.5
|
%
|
|
2,603
|
|
|
0.4
|
%
|
|
686
|
|
|
26.4
|
%
|
|||
Total other expense, net
|
(8,944
|
)
|
|
-1.5
|
%
|
|
(20,317
|
)
|
|
-3.3
|
%
|
|
11,373
|
|
|
-56.0
|
%
|
|||
Income tax expense
|
—
|
|
|
0.0
|
%
|
|
(24,424
|
)
|
|
-3.8
|
%
|
|
24,424
|
|
|
-100.0
|
%
|
|||
Cost of coal sales per ton
|
$
|
65.33
|
|
|
|
|
$
|
64.68
|
|
|
|
|
$
|
0.65
|
|
|
1.0
|
%
|
||
Coal margin per ton
|
$
|
22.72
|
|
|
|
|
$
|
22.60
|
|
|
|
|
$
|
0.12
|
|
|
0.5
|
%
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||
(In thousands)
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Net income from continuing operations
|
$
|
63,351
|
|
|
$
|
58,935
|
|
|
$
|
4,416
|
|
|
7.5
|
%
|
Interest expense
|
14,027
|
|
|
8,033
|
|
|
5,994
|
|
|
74.6
|
%
|
|||
Interest income
|
(1,794
|
)
|
|
(1,461
|
)
|
|
(333
|
)
|
|
22.8
|
%
|
|||
Income tax expense
|
—
|
|
|
24,424
|
|
|
(24,424
|
)
|
|
(100.0
|
%)
|
|||
Depreciation, depletion and amortization
|
18,120
|
|
|
24,790
|
|
|
(6,670
|
)
|
|
(26.9
|
%)
|
|||
Amortization of acquired coal supply agreements, net
|
143
|
|
|
5,125
|
|
|
(4,982
|
)
|
|
(97.2
|
%)
|
|||
Accretion of asset retirement obligations
|
8,147
|
|
|
8,594
|
|
|
(447
|
)
|
|
(5.2
|
%)
|
|||
Merger related and share reclassification expenses
|
11,407
|
|
|
—
|
|
|
11,407
|
|
|
100.0
|
%
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
16,348
|
|
|
(16,348
|
)
|
|
(100.0
|
%)
|
|||
Mark-to-market adjustment - acquisition-related obligations
|
8,706
|
|
|
3,091
|
|
|
5,615
|
|
|
181.7
|
%
|
|||
Adjusted EBITDA
|
$
|
122,107
|
|
|
$
|
147,879
|
|
|
$
|
(25,772
|
)
|
|
(17.4
|
%)
|
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
%of Total
Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal Revenues:
|
|
|
|
|||
Metallurgical
|
$
|
745,472
|
|
|
60.3
|
%
|
Steam
|
327,008
|
|
|
26.4
|
%
|
|
Broker
|
114,402
|
|
|
9.3
|
%
|
|
Freight and handling revenues
|
38,987
|
|
|
3.2
|
%
|
|
Other revenues
|
10,469
|
|
|
0.8
|
%
|
|
Total revenues
|
$
|
1,236,338
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Metallurgical
|
6,893
|
|
|
|
||
Steam
|
6,408
|
|
|
|
||
Broker
|
974
|
|
|
|
||
Total
|
14,275
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Metallurgical
|
$
|
108.15
|
|
|
|
|
Steam
|
$
|
51.03
|
|
|
|
|
Broker
|
$
|
117.46
|
|
|
|
|
Average
|
$
|
83.14
|
|
|
|
(In thousands, except for per ton data)
|
Year Ended December 31, 2017
|
|
%of Total
Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
941,819
|
|
|
76.2
|
%
|
Loss on disposition of property, plant and equipment
|
604
|
|
|
0.0
|
%
|
|
Freight and handling costs
|
38,987
|
|
|
3.2
|
%
|
|
Other expenses
|
759
|
|
|
0.1
|
%
|
|
Depreciation, depletion and amortization
|
14,710
|
|
|
1.2
|
%
|
|
Amortization of acquired coal supply agreements, net
|
7,684
|
|
|
0.6
|
%
|
|
Accretion of asset retirement obligations
|
22,733
|
|
|
1.8
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
34,465
|
|
|
2.8
|
%
|
|
Mark-to-market adjustment - acquisition-related obligations
|
15,112
|
|
|
1.2
|
%
|
|
Total costs and expenses
|
1,076,873
|
|
|
87.1
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(14,504
|
)
|
|
-1.2
|
%
|
|
Interest income
|
2,788
|
|
|
0.2
|
%
|
|
Loss on early extinguishment of debt
|
(16,348
|
)
|
|
-1.3
|
%
|
|
Miscellaneous income, net
|
3,373
|
|
|
0.3
|
%
|
|
Total other expense, net
|
(24,691
|
)
|
|
-2.0
|
%
|
|
Income tax expense
|
(17,584
|
)
|
|
-1.4
|
%
|
|
|
|
|
|
|||
Cost of coal sales per ton
|
$
|
65.98
|
|
|
|
|
Coal margin per ton
|
$
|
17.16
|
|
|
|
(In thousands)
|
Year Ended December 31, 2017
|
||
Net income from continuing operations
|
$
|
117,190
|
|
Interest expense
|
14,504
|
|
|
Interest income
|
(2,788
|
)
|
|
Loss on extinguishment of debt
|
16,348
|
|
|
Income tax expense
|
17,584
|
|
|
Depreciation, depletion and amortization
|
14,710
|
|
|
Amortization of acquired coal supply agreements, net
|
7,684
|
|
|
Accretion of asset retirement obligations
|
22,733
|
|
|
Mark-to-market adjustment - acquisition-related obligations
|
15,112
|
|
|
Adjusted EBITDA
|
$
|
223,077
|
|
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to
December 31, 2016
|
|
% of Total
Revenues
|
|||
Revenues:
|
|
|
|
|||
Coal Revenues:
|
|
|
|
|||
Metallurgical
|
$
|
214,639
|
|
|
54.0
|
%
|
Steam
|
138,598
|
|
|
34.9
|
%
|
|
Broker
|
19,487
|
|
|
4.9
|
%
|
|
Freight and handling revenues
|
19,095
|
|
|
4.8
|
%
|
|
Other revenues
|
5,654
|
|
|
1.4
|
%
|
|
Total revenues
|
$
|
397,473
|
|
|
100.0
|
%
|
|
|
|
|
|||
Tons sold:
|
|
|
|
|||
Metallurgical
|
2,459
|
|
|
|
||
Steam
|
2,720
|
|
|
|
||
Broker
|
280
|
|
|
|
||
Total
|
5,459
|
|
|
|
||
|
|
|
|
|||
Coal sales realization per ton:
|
|
|
|
|||
Metallurgical
|
$
|
87.29
|
|
|
|
|
Steam
|
$
|
50.96
|
|
|
|
|
Broker
|
$
|
69.60
|
|
|
|
|
Average
|
$
|
68.28
|
|
|
|
(In thousands, except for per ton data)
|
Period from
July 26, 2016 to
December 31, 2016
|
|
% of Total
Revenues
|
|||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
340,289
|
|
|
85.6
|
%
|
Gain on disposition of property, plant and equipment
|
(2,955
|
)
|
|
-0.7
|
%
|
|
Freight and handling costs
|
19,095
|
|
|
4.8
|
%
|
|
Other expenses
|
355
|
|
|
0.1
|
%
|
|
Depreciation, depletion and amortization
|
19,828
|
|
|
5.0
|
%
|
|
Amortization of acquired coal supply agreements, net
|
6,162
|
|
|
1.6
|
%
|
|
Accretion of asset retirement obligations
|
9,762
|
|
|
2.5
|
%
|
|
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
14,174
|
|
|
3.6
|
%
|
|
Impairment - contingent credit support
|
21,954
|
|
|
5.5
|
%
|
|
Mark-to-market adjustment - acquisition-related obligations
|
14,647
|
|
|
3.7
|
%
|
|
Total costs and expenses
|
443,311
|
|
|
111.5
|
%
|
|
Other (expense) income:
|
|
|
|
|||
Interest expense
|
(9,549
|
)
|
|
-2.4
|
%
|
|
Interest income
|
692
|
|
|
0.2
|
%
|
|
Miscellaneous income, net
|
2,836
|
|
|
0.7
|
%
|
|
Total other expense, net
|
(6,021
|
)
|
|
-1.5
|
%
|
|
Income tax benefit
|
18,214
|
|
|
4.6
|
%
|
|
|
|
|
|
|||
Cost of coal sales per ton
|
$
|
62.34
|
|
|
|
|
Coal margin per ton
|
$
|
5.94
|
|
|
|
(In thousands)
|
Period from
July 26, 2016 to December 31, 2016
|
||
Net loss from continuing operations
|
$
|
(33,645
|
)
|
Interest expense
|
9,549
|
|
|
Interest income
|
(692
|
)
|
|
Income tax benefit
|
(18,214
|
)
|
|
Depreciation, depletion and amortization
|
19,828
|
|
|
Amortization of acquired coal supply agreements, net
|
6,162
|
|
|
Accretion of asset retirement obligations
|
9,762
|
|
|
Impairment - contingent credit support
|
21,954
|
|
|
Mark-to-market adjustment - acquisition-related obligations
|
14,647
|
|
|
Adjusted EBITDA
|
$
|
29,351
|
|
•
|
On April 28, 2017, ANR paid off its initial $125.0 million term loan that was entered into at the time of ANR’s emergence from bankruptcy. ANR used $68.5 million of restricted cash and $56.5 million of unrestricted cash to repay the principal.
|
•
|
On April 28, 2017, ANR entered into a new $200.0 million Letter of Credit Facility with Citi. This facility replaces the Letter of Credit component of the Credit Facility.
|
•
|
On May 1, 2017, ANR entered into a Receivable Purchase Agreement (the “Receivable Purchase Agreement”) with Hitachi Capital America Corp. (“HCA”). This agreement provides ANR with up to $60.0 million of liquidity from the sale of receivables.
|
•
|
On June 20, 2017, ANR entered into a reinsurance contract for ANR’s self-insured workers compensation program in the State of Kentucky. ANR paid $43.5 million out of its operating account to enter into the contract, and the reinsurance company will be responsible for all future Kentucky workers compensation payments up to the insured amount. This resulted in the cancellation of a previously posted letter of credit with the State of Kentucky and the return to ANR of $53.5 million of collateral backing this letter of credit.
|
•
|
On October 23, 2017, ANR closed the sale of substantially all idle assets in Kentucky, Tennessee, and West Virginia to LCC with funding for the transaction under a new $150.0 million credit facility.
|
•
|
On March 16, 2018, ANR made a mandatory payment of $35.3 million on the credit facility from the funds received from the sale of receivables to HCA.
|
•
|
On May 31, 2018, ANR made a mandatory payment of $12.7 million on the credit facility as a result of the 65% excess cash flow provision in the agreement.
|
•
|
On June 27, 2018 ANR made a $9 million contribution to the pension plan.
|
Restricted cash backing certain liabilities
|
Balance at
June 30, 2018
|
||
Asset Retirement Obligations
|
$
|
172,284
|
|
Worker Compensation and Back Lung Obligations
|
93,065
|
|
|
Bankruptcy Liability Obligations
|
20,143
|
|
|
Other
|
31,087
|
|
|
|
$
|
316,579
|
|
|
Six Months Ended
June 30, 2018
|
|
Six Months Ended
June 30, 2017 |
|
Year Ended
December 31, 2017
|
|
July 26, 2016 through December 31, 2016
|
||||||||
Cash flows (in thousands)
|
|
|
|
|
|
|
|
||||||||
Net Cash provided by (used in) operating activities
|
$
|
73,739
|
|
|
$
|
35,869
|
|
|
$
|
25,339
|
|
|
$
|
(395,879
|
)
|
Net Cash used in investing activities
|
(36,299
|
)
|
|
(21,663
|
)
|
|
(257,870
|
)
|
|
(2,498
|
)
|
||||
Net Cash provided by (used in) financing activities
|
(56,331
|
)
|
|
(130,435
|
)
|
|
4,521
|
|
|
(1,690
|
)
|
||||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(18,891
|
)
|
|
$
|
(116,229
|
)
|
|
$
|
(228,010
|
)
|
|
$
|
(400,067
|
)
|
(in thousands)
|
Six Months Ended
June 30, 2018
|
|
Six Months Ended
June 30, 2017 |
|
Year Ended
December 31, 2017
|
|
Period From
July 26, 2016 to December 31, 2016
|
||||||||
Net income (loss)
|
$
|
1,270
|
|
|
$
|
(35,188
|
)
|
|
$
|
(156,076
|
)
|
|
$
|
(23,472
|
)
|
Income tax benefit
|
—
|
|
|
(467
|
)
|
|
(41,288
|
)
|
|
—
|
|
||||
Depreciation, depletion and amortization
|
—
|
|
|
6,092
|
|
|
7,119
|
|
|
(15,571
|
)
|
||||
Accretion of asset retirement obligations
|
140
|
|
|
23,881
|
|
|
35,272
|
|
|
19,385
|
|
||||
(Gain) loss on disposition of property, plant and equipment
|
(2,857
|
)
|
|
(9,264
|
)
|
|
130,826
|
|
|
—
|
|
||||
Payments of asset retirement obligations
|
(55
|
)
|
|
(15,554
|
)
|
|
(28,155
|
)
|
|
(10,096
|
)
|
||||
Changes in operating assets and liabilities, net
|
—
|
|
|
—
|
|
|
10,000
|
|
|
453
|
|
||||
Net cash used in operating activities
|
$
|
(1,502
|
)
|
|
$
|
(30,500
|
)
|
|
$
|
(42,302
|
)
|
|
$
|
(29,301
|
)
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(75
|
)
|
Payments on disposition of property, plant and equipment
|
(2,502
|
)
|
|
—
|
|
|
(205,053
|
)
|
|
—
|
|
||||
Proceeds from sale of property, plant and equipment
|
—
|
|
|
1,930
|
|
|
2,223
|
|
|
—
|
|
||||
Net cash provided by (used in) investing activities
|
$
|
(2,502
|
)
|
|
$
|
1,930
|
|
|
$
|
(202,830
|
)
|
|
$
|
(75
|
)
|
|
June 30, 2018
|
||
$150,000 Term Loan
|
$
|
90,740
|
|
LCC Note Payable
|
80,000
|
|
|
LCC Water Treatment Stipulation
|
13,250
|
|
|
Other
|
1,612
|
|
|
Total before debt issuance costs and debt discounts
|
185,602
|
|
|
Unamortized debt issuance costs and debt discount related to Term Loans
|
(6,958
|
)
|
|
Unamortized discount on LCC Note Payable based on an imputed interest rate of 21.1%
|
(23,615
|
)
|
|
Unamortized discount on LCC Water Treatment Stipulation based on an imputed interest rate of 21.1%
|
(5,045
|
)
|
|
Total long-term debt
|
$
|
149,984
|
|
(in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
|
Total
|
||||||||||||||
Long-term debt
(1)
|
$
|
29,929
|
|
|
$
|
35,000
|
|
|
$
|
35,000
|
|
|
$
|
69,061
|
|
|
$
|
12,500
|
|
|
$
|
2,500
|
|
|
$
|
183,990
|
|
Other debt
(2)
|
547
|
|
|
720
|
|
|
223
|
|
|
89
|
|
|
33
|
|
|
—
|
|
|
1,612
|
|
|||||||
Equipment purchase commitments
|
10,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,157
|
|
|||||||
Transportation commitments
|
3,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,421
|
|
|||||||
Operating leases
|
288
|
|
|
544
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
|||||||
Minimum royalties
|
6,628
|
|
|
8,268
|
|
|
7,053
|
|
|
6,282
|
|
|
5,620
|
|
|
21,040
|
|
|
54,891
|
|
|||||||
Coal purchase commitments
|
16,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,222
|
|
|||||||
Contingent revenue obligation
|
4,858
|
|
|
9,876
|
|
|
13,931
|
|
|
13,693
|
|
|
13,605
|
|
|
13,605
|
|
|
69,568
|
|
|||||||
Total
|
$
|
72,050
|
|
|
$
|
54,408
|
|
|
$
|
56,656
|
|
|
$
|
89,125
|
|
|
$
|
31,758
|
|
|
$
|
37,145
|
|
|
$
|
341,142
|
|
(1)
|
Long-term debt includes payments for the $150,000 term loan, the $80,000 LCC note payable and the $14,000 LCC water treatment stipulation due in the years shown. Cash interest payable on the term loan, with an interest rate of LIBOR plus 7%, would be approximately $4,256 in 2018, $7,370 in 2019, $5,963 in 2020, and $3,755 in 2021.
|
(2)
|
Includes capital lease obligation principal amounts of $423 in 2018 and $497 in 2019. Cash interest payable on these obligations with an interest rate of 4.72% would be $20 in 2018 and $9 in 2019. Other debt includes principal amounts due of $692 in the years 2018 through 2022. This debt is interest free.
|
(in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
|
Total
|
||||||||||||||
Asset retirement obligations
|
$
|
8,327
|
|
|
$
|
11,096
|
|
|
$
|
13,871
|
|
|
$
|
17,408
|
|
|
$
|
16,866
|
|
|
$
|
368,419
|
|
|
$
|
435,987
|
|
Pension benefit obligations
|
17,771
|
|
|
29,858
|
|
|
30,989
|
|
|
31,894
|
|
|
32,704
|
|
|
1,420,319
|
|
|
1,563,535
|
|
|||||||
Black lung benefit obligations
|
3,739
|
|
|
4,894
|
|
|
4,895
|
|
|
5,064
|
|
|
5,679
|
|
|
171,777
|
|
|
196,048
|
|
|||||||
Workers’ compensation benefit obligations
|
9,368
|
|
|
11,288
|
|
|
8,274
|
|
|
6,880
|
|
|
5,902
|
|
|
69,304
|
|
|
111,016
|
|
|||||||
Total
|
$
|
39,205
|
|
|
$
|
57,136
|
|
|
$
|
58,029
|
|
|
$
|
61,246
|
|
|
$
|
61,151
|
|
|
$
|
2,029,819
|
|
|
$
|
2,306,586
|
|
•
|
each person who is known by Contura to own beneficially more than 5% of common stock of Contura;
|
•
|
each member of Contura’s board of directors and each of its named executive officers; and
|
•
|
all members of Contura’s board of directors and its executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares Beneficially Owned
|
|
Percent of
Class Owned
|
||
Five Percent Beneficial Owners
(1)
:
|
|
|
|
||
Davidson Kempner Funds
(2)
|
2,029,229
|
|
|
20.6
|
%
|
Mudrick Funds
(3)
|
1,095,809
|
|
|
11.1
|
%
|
Whitebox Funds
(4)
|
833,648
|
|
|
8.4
|
%
|
Melqart Opportunities Master Fund Ltd.
(5)
|
586,900
|
|
|
5.9
|
%
|
Directors, Director Nominees and Named Executive Officers
(1)
:
|
|
|
|
||
Kevin S. Crutchfield
(6)
|
366,190
|
*
|
|
3.7
|
%
|
Mark M. Manno
(7)
|
73,997
|
*
|
|
*
|
|
Charles Andrew Eidson
(8)
|
73,982
|
*
|
|
*
|
|
V. Keith Hainer
(9)
|
31,877
|
*
|
|
*
|
|
Gary W. Banbury
(10)
|
4,189
|
*
|
|
*
|
|
Neale X. Trangucci
(11)
|
11,559
|
*
|
|
*
|
|
Albert E. Ferrara, Jr.
(12)
|
11,559
|
*
|
|
*
|
|
Anthony J. Orlando
|
1,778
|
*
|
|
*
|
|
Michael J. Ward
|
1,778
|
*
|
|
*
|
|
John E. Lushefski
(13)
|
—
|
|
|
—
|
|
Daniel J. Geiger
(14)
|
—
|
|
|
—
|
|
David J. Stetson
(15)
|
—
|
|
|
—
|
|
Harvey L. Tepner
(16)
|
—
|
|
|
—
|
|
|
|
|
|
||
Directors, Directors Nominees and Named Executive Officers as a Group (13 Total Persons)
(1)(17)
|
622,013
|
|
|
5.7
|
%
|
*
|
Less than 1%
|
(1)
|
The shares of Contura common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to Contura’s knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated, the address for each listed beneficial owner is: 340 Martin Luther King Jr. Blvd., Bristol, Tennessee 37620.
|
(2)
|
Davidson Kempner Capital Management LP (“DKCM”) holds voting and dispositive authority with respect to shares of common stock beneficially owned by Midtown Acquisitions L.P., M.H. Davidson & Co., Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P., Davidson Kempner International, Ltd., Davidson Kempner Distressed Opportunities Fund LP and Davidson Kempner Distressed Opportunities International Ltd. Messrs. Thomas L. Kempner, Jr., Anthony A. Yoseloff, Conor Bastable and Avram Z. Friedman, through DKCM, are responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held by any other entity or individual named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022.
|
(3)
|
Represents 155,291 shares of common stock held by Blackwell Partners LLC Series A (FKA) Blackwell Partners LLC, 206,538 shares of common stock held by Boston Patriot Batterymarch St LLC, 42,675 shares of common stock held by Mudrick Distressed Opportunity Specialty Fund, L.P., 180,943 shares of common stock held by Mudrick Distressed Opportunity Drawdown Fund, L.P., 425,711 shares of common stock held by Mudrick Distressed Opportunity Fund Global, L.P. and 84,651 shares of common stock held by Mercer QIF Fund PLC (collectively, the “Mudrick Funds”). Contura has been advised that Mudrick Capital Management, L.P. holds voting and dispositive authority with respect to shares held by the Mudrick Funds. Jason Mudrick through Mudrick Capital Management, L.P., is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held by any other entity or individual named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
|
(4)
|
Whitebox General Partner LLC is the general partner of Whitebox Asymmetric Partners, LP, the Cayman Islands limited partnership that has direct beneficial ownership of the shares. Whitebox General Partner LLC is owned by Andrew Redleaf, Robert Vogel, Jacob Mercer, Paul Roos, Mark Strefling, Paul Twitchell, Richard Vigilante and Dyal Capital Partners II (B) LP. Messrs. Redleaf, Vogel, Mercer, Roos, Strefling, Twitchell and Vigilante share voting and dispositive power over all of the shares of Whitebox General Partner LLC. Whitebox Advisors LLC is the investment manager of Whitebox Asymmetric Partners, LP and holds voting and disposable power over the shares of the Company. Whitebox Advisors LLC is owned by Andrew Redleaf, Robert Vogel, Jacob Mercer, Paul Roos, Mark Strefling, Paul Twitchell, Richard Vigilante and Dyal Capital Partners II (A) LP. The address of these persons is 3033 Excelsior Blvd, Suite 300, Minneapolis, MN 55416. The number of shares includes 184,801 shares of common stock and 393 shares of common stock issuable upon exercise of warrants, both of which were issued on account of prepetition claims in connection with a bankruptcy plan of reorganization.
|
(5)
|
Melqart Asset Management (UK) Ltd., as investment manager of Melqart Opportunities Master Fund Ltd., has voting and dispositive power over the shares held by Melqart Opportunities Master Fund Ltd. Michel Massoud, through Melqart Asset Management (UK) Ltd., is responsible for the voting and investment decisions relating to such shares of common stock and may be deemed the beneficial owner thereof. The mailing address of Melqart Opportunities Master Fund Ltd. is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands and the mailing address of Melqart Asset Management (UK) Ltd. and Michel Massoud is 5 St. James’s Square, London, SW1Y 4JU, United Kingdom.
|
(6)
|
Includes 172,609 shares of common stock issuable pursuant to options exercisable as of or within 60 days of June 1, 2018. This number also includes 215 warrant certificates to purchase shares of common stock (each granting the right to purchase 1.15 shares for $48.741) granted in connection with Alpha’s emergence from bankruptcy on July 26, 2016.
|
(7)
|
Includes 34,519 shares of common stock issuable pursuant to options exercisable as of or within 60 days of June 1, 2018. This number also includes 7 warrant certificates to purchase shares of common stock (each granting the right to purchase 1.15 shares for $48.741) granted in connection with Alpha’s emergence from bankruptcy on July 26, 2016.
|
(8)
|
Includes 34,519 shares of common stock issuable pursuant to options exercisable as of or within 60 days of June 1, 2018.
|
(9)
|
Includes 4,384 shares of common stock issuable pursuant to options exercisable as of or within 60 days of June 1, 2018. This number also includes 7 warrant certificates to purchase shares of common stock (each granting the right to purchase 1.15 shares for $48.741) granted in connection with Alpha’s emergence from bankruptcy on July 26, 2016. Mr. Hainer’s employment terminated on January 18, 2018.
|
(10)
|
Includes 4,040 shares of common stock issuable pursuant to options exercisable as of or within 60 days of June 1, 2018. Mr. Banbury’s employment terminated on January 18, 2018.
|
(11)
|
Includes 1,044 shares of common stock underlying outstanding restricted stock units that were granted to Mr. Trangucci on June 9, 2017 and vest and settle within 60 days of June 1, 2018.
|
(12)
|
Includes 1,044 shares of common stock underlying outstanding restricted stock units that were granted to Mr. Ferrara on June 9, 2017 and vest and settle within 60 days of June 1, 2018.
|
(13)
|
As of June 1, 2018, John Lushefski held ANR Options to purchase shares of Class C-1 Common Stock, which will be automatically converted into ANR Class C-1 Common Stock in connection with the mergers. Such ANR Class C-1 Common Stock and any additional shares of ANR Class C-1 Common Stock held by Mr. Lushefski will convert into shares of Contura common stock based on the applicable exchange ratio in connection with the mergers.
|
(14)
|
As of June 1, 2018, Daniel Geiger held ANR RSUs. All ANR RSUs, whether vested or unvested, are expected to convert into restricted stock units relating to shares of Contura common stock (“Contura RSUs”) in connection with the mergers based on the applicable exchange ratio. Any additional shares of ANR Class C-1 Common Stock held by Mr. Geiger will convert into shares of Contura common stock based on the applicable exchange ratio in connection with the mergers.
|
(15)
|
As of June 1, 2018, David J. Stetson held ANR Options to purchase shares of Class C-1 Common Stock, which will be automatically converted into ANR Class C-1 Common Stock in connection with the mergers. Such ANR Class C-1 Common Stock will be reduced by the number of shares of Class C-1 Common Stock that will, pursuant to Mr. Stetson’s employment agreement with Alpha Natural Resources Services, LLC (“Alpha Services”), be repurchased by Alpha Services and will not convert into shares of Contura common stock. The remainder of the ANR Class C-1 Common Stock that was converted from the ANR Options and any additional shares of ANR Class C-1 Common Stock held by Mr. Stetson will convert into shares of Contura common stock based on the applicable exchange ratio in connection with the mergers.
|
(16)
|
As of June 1, 2018, Harvey L. Tepner held ANR Options to purchase shares of Class C-1 Common Stock, which will be automatically converted into ANR Class C-1 Common Stock in connection with the mergers. Such ANR Class C-1 Common Stock and any additional shares of ANR Class C-1 Common Stock held by Mr. Tepner will convert into shares of Contura common stock based on the applicable exchange ratio in connection with the mergers.
|
(17)
|
The individuals in this group include Scott Kreutzer, Kevin Stanley, Suzan E. Moore and Jill M. Harrison along with all of the individuals listed above except for Messrs. Lushefski, Geiger, Stetson and Tepner. Mr. Kreutzer currently serves as the Chief Operating Officer, Mr. Stanley currently serves as the Chief Commercial Officer, Ms. Moore currently serves as the Administration and Chief Human Resources Officer and Ms. Harrison currently serves as General Counsel of the Company.
|
•
|
each person who is known by ANR to own beneficially more than 5% of common stock of ANR;
|
•
|
each member of ANR’s board of directors and each of its named executive officers; and
|
•
|
all members of ANR’s board of directors and its named executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares of Class C-1 Common Stock Beneficially Owned
|
|
Percent of Class C-1 Common Stock Beneficially Owned
|
|
Number of Shares of Class C-2 Common Stock Beneficially Owned
|
|
Percent of Class C-2 Common Stock Beneficially Owned
|
|
Voting Power
(1)
|
||
Five Percent Beneficial Owners
(2)
:
|
|
|
|
|
|
|
|
|
|
||
Alpha Natural Resources Holdings, Inc.
|
—
|
|
—
|
|
4,223,400
|
|
|
100.0
|
%
|
|
23.96%
|
Whitebox Funds
(3)
|
2,206,406
|
|
13.87%
|
|
—
|
|
—
|
|
10.55%
|
||
Solus Funds
(4)
|
1,431,112
|
|
9.00%
|
|
—
|
|
—
|
|
6.84%
|
||
Deutsch Bank Securities
(5)
|
1,171,577
|
|
7.36%
|
|
—
|
|
—
|
|
5.60%
|
||
KLS Diversified Management LP
(6)
|
1,127,012
|
|
7.08%
|
|
—
|
|
—
|
|
5.39%
|
||
Directors and Named Executive Officers
(1)
:
|
|
|
|
|
|
|
|
|
|
||
W. Douglas Blackburn, Jr.**
(7)
|
33,184
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Daniel J. Geiger**
(8)
|
33,184
|
|
*
|
|
—
|
|
—
|
|
*
|
||
John E. Lushefski**
|
1,117
|
|
*
|
|
—
|
|
—
|
|
*
|
||
David J. Stetson (Chairman and Chief Executive Officer)**
|
4,469
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Harvey L. Tepner**
|
1,117
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Judy Hill (SVP and Chief Administrative Officer)
|
2,234
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Samuel M. Hopkins (SVP, Chief Financial Officer and Treasurer)
|
2,234
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Andrew B. McCallister (SVP, General Counsel and Secretary)
|
2,234
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Jason Whitehead (SVP and Chief Operating Officer)
|
2,267
|
|
*
|
|
—
|
|
—
|
|
*
|
||
Directors and Named Executive Officers as a Group (9 Total Persons)
(1)
|
82,040
|
|
*
|
|
—
|
|
—
|
|
*
|
(1)
|
A holder of Class C-1 common stock is entitled to cast one vote for each share of Class C-1 common stock owned by such holder, and a holder of Class C-2 common stock is entitled to cast 1.187 votes for each share of Class C-2 common stock owned by such holder.
|
(2)
|
The shares of Class C-1 common stock and Class C-2 common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to ANR’s knowledge, sole voting and investment power with
|
(3)
|
Whitebox General Partner LLC is the general partner of each of Whitebox Asymmetric Partners, LP, Whitebox Credit Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, LP, Pandora Select Partners, L.P., Whitebox Institutional Partners, L.P. and Whitebox Relative Value Partners, L.P. (collectively, the “Whitebox Funds”). Whitebox General Partner LLC is owned by Andrew Redleaf, Robert Vogel, Jacob Mercer, Paul Roos, Mark Strefling, Paul Twitchell, Richard Vigilante and Dyal Capital Partners II (B) LP. Messrs. Redleaf, Vogel, Mercer, Roos, Strefling, Twitchell and Vigilante share voting and dispositive power over all of the shares of Whitebox General Partner LLC. Whitebox Advisors LLC is the investment manager of each of the Whitebox Funds and holds voting and disposable power over the shares of ANR. Whitebox Advisors LLC is owned by Andrew Redleaf, Robert Vogel, Jacob Mercer, Paul Roos, Mark Strefling, Paul Twitchell, Richard Vigilante and Dyal Capital Partners II (A) LP. The address of these persons is 3033 Excelsior Blvd, Suite 300, Minneapolis, MN 55416.
|
(4)
|
Solus Alternative Asset Management LP is the investment manager to Solus Core Opportunities LP, Solus Opportunities Fund 5 LP, Sola Intermediate Fund LTD, Solus LLC, Ultra MB LLC and Ultra Master LTD (collectively, the “Solus Funds”) with respect to shares of ANR. Solus GP LLC is the general partner of Solus Alternative Asset Management LP, and Christopher Pucillo serves as the managing member of Solus GP LLC and has voting and dispositive power over the all of the shares of the Solus Funds. The address of these persons is 410 Park Avenue, 11
th
Floor, New York, NY 10022.
|
(5)
|
Shawn Faurot is a managing director of Deutsche Bank Securities Inc. and has voting and dispositive power over the all of these shares. The address of these persons is 60 Wall Street, 3
rd
Floor, New York, New York 10005.
|
(6)
|
The address for this beneficial owner is 452 Fifth Avenue, 22
nd
Floor, New York, New York 10018.
|
(7)
|
Consists solely of shares of common stock underlying outstanding restricted stock units that were granted to Mr. Blackburn and vest within 60 days of June 1, 2018.
|
(8)
|
Consists solely of shares of common stock underlying outstanding restricted stock units that were granted to Mr. Geiger and vest within 60 days of June 1, 2018.
|
•
|
each person who is known by Holdings to own beneficially more than 5% of common stock of Holdings;
|
•
|
each member of Holdings’ board of directors and each of its named executive officers; and
|
•
|
all members of Holdings’ board of directors and its named executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares Beneficially Owned
|
|
Percent of Class Owned
|
||
Five Percent Beneficial Owners
(1)
:
|
|
|
|
||
Whitebox Funds
(2)
|
586,891
|
|
|
13.90
|
%
|
Solus Funds
(3)
|
402,948
|
|
|
9.54
|
%
|
Highbridge Funds
(4)
|
359,804
|
|
|
8.52
|
%
|
KLS Diversified Management LP
(5)
|
287,055
|
|
|
6.80
|
%
|
Deutsch Bank Securities.
(6)
|
285,127
|
|
|
6.75
|
%
|
Directors and Named Executive Officers
(1)
:
|
|
|
|
||
W. Douglas Blackburn, Jr.**
|
—
|
|
—
|
||
Daniel J. Geiger**
|
—
|
|
—
|
||
John E. Lushefski**
|
—
|
|
—
|
||
David J. Stetson (Chairman and Chief Executive Officer)**
|
—
|
|
—
|
||
Harvey L. Tepner**
|
—
|
|
—
|
||
Judy Hill (SVP & Chief Administrative Officer)
|
—
|
|
—
|
||
Samuel M. Hopkins (SVP, Chief Financial Officer and Treasurer)
|
—
|
|
—
|
||
Andrew B. McCallister (SVP, General Counsel and Secretary)
|
—
|
|
—
|
||
Jason Whitehead (SVP and Chief Operating Officer)
|
8
|
|
*
|
||
Directors and Named Executive Officers as a Group (9 Total Persons)
(1)
|
8
|
|
*
|
(1)
|
The shares of Holdings common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to Holdings’ knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise indicated, the address for each listed beneficial owner is:
636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620.
|
(2)
|
Whitebox General Partner LLC is the general partner of each of Whitebox Asymmetric Partners, LP, Whitebox Credit Partners, L.P., Whitebox GT Fund, LP, Whitebox Multi-Strategy Partners, LP, Pandora Select Partners, L.P., Whitebox Institutional Partners, L.P., Whitebox Relative Value Partners, L.P. and Whitebox Caja Blanca Fund, LP (collectively, the “Whitebox Funds”). Whitebox General Partner LLC is owned by Andrew Redleaf, Robert Vogel, Jacob Mercer, Paul Roos, Mark Strefling, Paul Twitchell, Richard Vigilante and Dyal Capital Partners II (B) LP. Messrs. Redleaf, Vogel, Mercer, Roos, Strefling, Twitchell and Vigilante share voting and dispositive power over all of the shares of Whitebox General Partner LLC. Whitebox Advisors LLC is the investment manager of each of the Whitebox Funds and holds voting and disposable power over the shares of Holdings. Whitebox Advisors LLC
|
(3)
|
Solus Alternative Asset Management LP is the investment manager to the Solus Funds with respect to shares of Holdings. Solus GP LLC is the general partner of Solus Alternative Asset Management LP, and Christopher Pucillo serves as the managing member of Solus GP LLC and has voting and dispositive power over the all of the shares of the Solus Funds. The address of these persons is 410 Park Avenue, 11
th
Floor, New York, NY 10022.
|
(4)
|
Highbridge Capital Management, LLC (“HCM”), the trading manager of each of 1992 MSF International Ltd. (“MSFI”) and 1992 Tactical Credit Master Fund, L.P. (together with MSFI, the “Highbridge Funds”) may be deemed to be the beneficial owner of shares of Holdings held by the Highbridge Funds. The Highbridge Funds each disclaim any beneficial ownership of these shares. The business address of HCM is 40 West 57
th
Street, 32
nd
Floor, New York, New York 10019, and the business address of the Highbridge Funds is c/o HedgServ (Cayman) Ltd., Willow House, Cricket Square Floor 3, George Town, Grand Cayman KY1-1104, Cayman Islands.
|
(5)
|
The address for this beneficial owner is 452 Fifth Avenue, 22nd Floor, New York, New York 10018.
|
(6)
|
Shawn Faurot is a managing director of Deutsche Bank Securities Inc. and has voting and dispositive power over the all of these shares. The address of these persons is 60 Wall Street, 3
rd
Floor, New York, New York 10005.
|
•
|
any breach of the director’s duty of loyalty to Contura or its stockholders;
|
•
|
any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
|
•
|
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
|
•
|
any transaction from which the director derived an improper personal benefit.
|
|
Rights of Contura Stockholders
|
|
Rights of Holdings Stockholders
|
|
Rights of ANR Stockholders
|
Authorized Capital Stock
|
Contura is authorized under the Contura charter to issue 55,000,000 shares, consisting of 50,000,000 shares of common stock and 5,000,000 shares of preferred stock, each with a par value $0.01 per share.
|
|
Holdings is authorized under the Holdings charter to issue 11,800,000 shares, consisting of 5,000,000 shares of common stock and 6,800,000 shares of preferred stock, each with a par value of $0.01 per share. Under the Holdings charter, Holdings preferred stock consists of 6,500,000 shares of Series A preferred stock and 300,000 shares of Series B preferred stock (together, “Class AB preferred stock”).
|
|
ANR is authorized under the ANR charter to issue 54,223,400 shares, consisting of 50,000,000 shares of Class C-1 common stock, and 4,223,400 shares of Class C-2 Common Stock, each with a par value of $0.01 per share.
|
Special Meetings of Stockholders
|
The Contura charter and bylaws provide that special meetings of Contura stockholders may be called only by the Contura board of directors, subject to the rights of the holders of any series of preferred stock.
Notwithstanding the foregoing, whenever the holders of one or more classes or series of preferred stock have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of such class or series of preferred stock adopted by resolution or resolutions of the Contura board of directors, special meetings of holders of such preferred stock.
|
|
The Holdings bylaws provide that a special meeting of stockholders may be called only by Holdings’ chairman, president, or secretary within ten calendar days of the written request of either (i) a majority of the directors then in office, (ii) the holders of at least 20% of the voting power of the outstanding common stock, voting together as a single class, or (iii) the holders of at least 20% of the voting power of the outstanding preferred stock, voting together as a single class.
|
|
Same as Holdings.
|
Stockholder Action by Written Consent
|
The Contura charter and bylaws provide that any action required or permitted to be taken by Contura stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by any consent in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock.
|
|
Action by written consent in lieu of a meeting of Holdings stockholders is permitted.
|
|
Action by written consent in lieu of a meeting of ANR stockholders is permitted.
|
Vote Requirements
|
Except as otherwise provided by law, the Contura charter or the Contura bylaws,
t
he holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders, and in all matters other than the election of directors, the affirmative vote of the holders of a majority of the votes cast at the meeting on the subject matter will be the act of the stockholders. Abstentions and broker non-votes will not be counted as votes cast. Subject to the rights of the holders of Contura preferred stock, directors will be elected by a plurality of the votes of shares of Contura capital stock present in person or represented by proxy at a meeting and entitled to vote on the election of directors.
|
|
Except as otherwise provided by law, each holder of common stock is entitled to one vote per share on all matters on which stockholders of Holdings are entitled to vote other than an amendment to the Holdings charter (including any preferred stock designation relating to any series of preferred stock) that relates solely to the terms of one or more series of preferred stock if the holders of such affected series are entitled to vote thereon pursuant to the Holdings charter (including any preferred stock designation relating to any series of preferred stock). Except as otherwise provided by law, the Holdings charter, any preferred stock designation or the Holdings bylaws, the affirmative vote of the holders of a majority of (i) common stock and (ii) preferred stock, in each case present in person or represented by proxy and entitled to vote on the subject matter, will be the act of the stockholders in all matters other than the election of directors, which requires a plurality of the votes of the holders of the class of stock present in person or represented by proxy and
entitled to vote for such directors.
|
|
Each holder of Class C-1 common stock is entitled, to one vote per share on all matters on which stockholders of ANR are entitled to vote; each holder of Class C-2 common stock is entitled to 1.187 votes per share on all matters on which stockholders of ANR are entitled to vote.
Except as otherwise provided by the ANR charter or by law, the holders of shares of Class C-1 common stock and Class C-2 common stock will vote together as a single class on all matters submitted to a vote or for the consent of the stockholders of ANR.
Except as otherwise provided by law, the ANR charter or the ANR bylaws, the affirmative vote of the holders of a majority of common stock present in person or represented by proxy and entitled to vote on the subject matter will be the act of the stockholders in all matters other than the election of directors, which requires a plurality of the votes of the holders of a majority of common stock present in person or represented by proxy and entitled to vote for such directors.
The number of authorized shares of Class C-1 common stock or Class C-2 common stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of shares of stock of ANR representing a majority of the votes represented by all outstanding shares of stock of ANR entitled to vote (voting together as a single class), irrespective of the provisions of Section 242(b)(2) of the DGCL.
|
Stockholder Proposals
|
The Contura bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to Contura’s corporate secretary.
|
|
The Holdings bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to Holdings’ secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of Holdings not less than 90 nor more than 120 calendar days prior to the first anniversary date of the immediately preceding annual meeting of the stockholders. If the date of an annual meeting is more than 30 calendar days before or more than 30 calendar days after the date of the first anniversary of the precedent year’s annual meeting, then for the notice by the stockholder to be timely it must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting or the close of business on the 10th day following the date on which public announcement of the annual meeting date was made.
The stockholder must be a stockholder of record on the date of the giving of the notice described above and be entitled to vote at the meeting, and the notice must set forth all information regarding the proposed business and the proposing stockholder and any associated person as required under the bylaws of Holdings.
If such stockholder or a qualified representative of such stockholder does not appear at such annual meeting to present the proposed business, Holdings need not present such proposal for a vote at such a meeting, notwithstanding that proxies in respect of such vote may have been received.
|
|
Same as Holdings.
|
Nomination of Candidates for Election to the Board of Directors
|
The Contura bylaws provide that nominations of persons for election to the Contura board of directors at an annual meeting of stockholders may be made only if (i) pursuant to a notice of meeting (or any supplement thereto), (ii) by or at the direction of the Contura board of directors or any committee thereof, (iii) as may be provided in the certificate of designations for any class or series of preferred stock or (iv) by any Contura stockholder who is a stockholder of record at the time of giving of notice pursuant to Contura’s bylaws and at the time of the annual meeting, who will be entitled to vote at the meeting and who complies with the procedures set forth in Contura’s bylaws. Whenever the holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, the election, term of office, filling of vacancies, removal and other features of such directorships shall be governed by the terms of such class or series of preferred stock adopted by resolution or resolutions adopted by the Contura board of directors pursuant to the Contura charter and bylaws.
|
|
Subject to the rights of the holders of preferred stock specified in a preferred stock designation, the Holdings bylaws provide that nominations of persons for election to the Holdings board may be made at an annual meeting of stockholders (i) by or at the direction of the Holdings board of directors or a committee thereof or (ii) by any stockholder of record of Holdings if such stockholder is entitled to vote for the election of directors at such annual meeting and if such stockholder complies with the procedural requirements contained in the Holdings bylaws.
For nominations for election to the Holdings board before an annual meeting, the stockholder must have given timely notice as described above under “Stockholder Proposals,” and such notice must include all of the information regarding the nominee(s), the stockholder giving the notice and any associated person, as set forth in the Holdings bylaws.
If such stockholder or a qualified representative of such stockholder does not appear at such annual meeting to present such nomination(s), Holdings need not present such nomination(s) for a vote at such a meeting, notwithstanding that proxies in respect of such vote may have been received by Holdings.
|
|
Same as Holdings.
|
Notice of Stockholder Meetings
|
The Contura bylaws provide that whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting will be given which will state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by the DGCL, such notice will be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The Contura board of directors or the chairman of the meeting may adjourn the meeting to another time or place (whether or not a quorum is present), and notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, Contura may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting.
|
|
The Holdings bylaws provide that a notice of an annual or special meeting will be given to each stockholder not less than 10 nor more than 60 days prior to the meeting and must specify the place, if any, date and time thereof, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes of the meeting. When a meeting is adjourned to another place, date, or time, notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, if the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice must be provided of the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting. At the adjourned meeting, any business may be transacted which properly could have been transacted at the original meeting.
|
|
Same as Holdings.
|
Number of Directors; Election; Vacancies
|
The number of directors which will constitute the Contura board of directors will be fixed exclusively by one or more resolutions adopted from time to time solely by the affirmative vote of a majority of the Contura board of directors.
Each director will be elected annually at each annual meeting of stockholders to hold office for a term expiring at the next annual meeting of stockholders, with each director to hold office until such director’s successor will have been duly elected and qualified or until such director’s earlier death, resignation or removal. In no event will a decrease in the number of directors shorten the term of any incumbent director. There will be no cumulative voting in the election of directors. Election of directors need not be by written ballot unless the bylaws so provide.
Vacancies on the Contura board of directors resulting from death, resignation, removal or otherwise and newly created directorships resulting from any increase in the number of directors will, unless the Contura board of directors calls a special meeting for which the election of directors is included as business or as otherwise required by law, be filled solely by a majority of the directors then in office (although less than a quorum) or by the sole remaining director. Each director so elected will hold office for a term ending at the next annual meeting of stockholders, and until such director’s successor will have been duly elected and qualified or until such director’s earlier death, resignation or removal.
|
|
For so long as any share of Class AB preferred stock remains outstanding, the board of directors will consist of five members. Subject to such rights, the number of directors of Holdings may be determined from time to time only by a vote of a majority of the whole board of directors of Holdings.
At each annual meeting of stockholders, holders of the outstanding shares of preferred stock will be entitled, voting as a separate class, to elect one director, and other stockholders will be entitled, voting as a separate class, to elect the remaining directors. No decrease in the number of directors will shorten the term of any director. Election of directors need not be by written ballot unless the bylaws so provide.
In the case of removal of a director elected by the holders of Class AB preferred stock or any vacancy in the office of such a director, upon written request of holders representing at least 20% of the voting power the then-outstanding Class AB preferred stock, an officer of Holdings may call a special meeting to elect a successor to fill the vacancy or to hold office for the unexpired term of a removed director, except no such special meeting will be called for a removal of a director during a period within the 120 days immediately preceding the date fixed for the next annual stockholders meeting, in which such case, the election of directors will be held at such annual stockholders meeting. Holders of Class AB preferred stock are also entitled to elect a successor at the next regular annual meeting or by written consent.
|
|
The number of directors of ANR may be determined from time to time only by a vote of a majority of the whole board of directors of ANR.
At each annual meeting of stockholders, holders of common stock will be entitled, voting as a class, to elect the directors. No decrease in the number of directors will shorten the term of any director. Election of directors need not be by written ballot unless the bylaws so provide.
Vacancies on the ANR board resulting from death, resignation disqualification, removal or other causes and newly created directorships resulting from any increase in the number of directors may be filled only by a majority of the directors then in office (even if less than a quorum) or by the sole remaining director. Each director so elected will hold office for a term ending at the next annual meeting of stockholders, and until such director’s successor will have been duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
|
|
|
|
In the case of removal of a director elected by the holders of common stock, upon written request of holders representing at least 20% of the voting power the then-outstanding common stock, an officer of Holdings will call a special meeting to elect a successor to hold office for the unexpired term, except no such special meeting will be called during a period within the 120 days immediately preceding the date fixed for the next annual stockholders meeting, , in which such case, the election of directors will be held at such annual stockholders meeting, in which such case, the election of directors will be held at such annual stockholders meeting. Holders of common stock are also entitled to elect a successor at the next regular annual meeting or by written consent.
At any meeting held for the purpose of electing a director elected by the holders of common stock, the presence in person or by proxy of such common stock holders holding more than 50% of the outstanding shares of the common stock as of the record date will be required and will constitute a quorum.
In case of any vacancy (other than by removal) in the office of a director elected by the holders of common stock, the vacancy may only be filled by the affirmative vote of a majority of all remaining members of the Holdings board of directors.
Subject to such rights above, vacancies on the Holdings board of directors resulting from death, resignation, removal or other causes and newly created directorships resulting from any increase in the number of directors will be filled only by a majority of the directors then in office (although less than a quorum) or by the sole remaining director. Each director so elected will hold office for a term ending at the next annual meeting of stockholders, and until such director’s successor will have been duly elected and qualified or until such director’s earlier death, resignation or removal.
|
|
|
Removal of Directors
|
Any or all Contura directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding Contura capital stock then entitled to vote at any election of directors and the vacancies thus created will be filled in accordance with the Contura charter.
|
|
The organizational documents of Holdings are silent on the removal of directors.
|
|
Any or all ANR directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of outstanding shares of capital stock of ANR entitled to vote generally in the election of directors.
|
Limitation on Liability of Directors for Breach of Fiduciary Duty
|
The Contura charter provides that a Contura director will not be personally liable to Contura or Contura stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.
|
|
The Holdings charter provides that no director of Holdings shall be liable to Holdings or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exculpation is not permitted under the DGCL. Any amendment, modification or repeal of the foregoing provision will not adversely affect any right or protection of a director of Holdings existing at the time of, or increase the liability of any director of Holdings with respect to any acts or omissions of such director occurring prior to, such amendment, modification or repeal.
|
|
Same as Holdings.
|
|
The Contura charter provides that, to the fullest extent permissible by law, Contura will indemnify its directors and officers against all damages, claims and liabilities arising out of the fact that such person is or was a Contura director, or served any other enterprise at Contura’s request as a director or officer. The right to indemnification will also include the right to be paid by Contura the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by the laws of the state of Delaware Law. The right to indemnification is a contractual right. Contura may also provide indemnification to its employees and agents to such extent and to such effect as the Contura board of directors determines to be appropriate and authorized by the laws of the state of Delaware.
|
|
The Holdings charter provides that, to the fullest extent permissible by law, Holdings will indemnify its directors and officers against all damages, claims and liabilities arising out of the fact that such person is or was a Holdings director, or served any other enterprise at Holdings’ request as a director or officer. Any repeal or modification of the Holdings charter shall not adversely affect any such right or protection existing immediately prior to such repeal or modification.
|
|
Same as Holdings.
|
Dividends
|
Subject to the rights of any holders of any class or series of Contura preferred stock then outstanding, the holders of Contura common stock will be entitled to the payment of dividends when and as declared by the Contura board of directors in accordance with applicable law and to receive other distributions from Contura. Any dividends in respect of Contura common stock will be paid, on a pro rata basis, to the holders thereof in cash, in property or in shares of Contura capital stock.
|
|
Until Holdings has paid dividends totaling $15,750,000, (i) 65% of the distribution amount shall be paid to holders of Series A preferred stock on a pro rata basis, (ii) 3% of the distribution amount shall be paid to holders of Series B preferred stock on a pro rata basis and (iii) 32% of the distribution amount shall be paid to holders of common stock on a pro rata basis.
From and after such time as Holdings has paid dividends totaling $15,750,000, (i) 50% of the distribution amount shall be paid to holders of Series A preferred stock on a pro rata basis, (ii) 3% of the distribution amount shall be paid to holders of Series B preferred stock on a pro rata basis and (iii) 47% of the distribution amount shall be paid to holders of common stock on a pro rata basis.
So long as any shares of the Class AB preferred stock are outstanding, Holdings shall not declare, pay or set apart for payment any dividends or other distributions other than as described above, or repurchase, redeem or otherwise acquire, or set apart funds for such purposes.
Subject to the rights described above and other provisions of the Holdings charter, the holders of the outstanding shares of common stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the corporation as may be declared thereon by the board of directors of Holdings from time to time out of assets or funds of Holdings legally available therefore.
|
|
The holders of the outstanding shares of common stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of ANR as may be declared thereon by the board of directors of ANR from time to time out of assets or funds of ANR legally available therefore.
|
Exclusive Forum
|
To the fullest extent permitted by law and unless Contura consents in writing to the selection of an alternative forum, the Court of Chancery of the state of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Contura, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Contura director, officer or other employee to Contura or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Contura charter (including any certificate of designations relating to any class or series of preferred stock) or the Contura bylaws (in each case, as they may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine.
|
|
Same as Contura.
|
|
Same as Contura.
|
Amendment of Certificate of Incorporation
|
The Contura charter may be amended in any manner permitted by the laws of the state of Delaware. The Contura charter provides that a supermajority vote of at least two-thirds of the voting power of all outstanding securities of Contura generally entitled to vote in the election of directors, voting together as a single class, is required to amend or repeal to the portions of the Contura charter governing voting rights, the Contura bylaws, the Contura board of directors, stockholder meetings, limited liability, indemnification and amendments to the Contura charter.
|
|
The Holdings charter provides that the affirmative vote of both (i) the holders of at least 75% of the outstanding common stock, voting together as a single class, and (ii) the holders of at least 75% of the outstanding Class AB preferred stock, voting together as a single class, is required to amend, repeal or adopt any provision inconsistent with the bylaws section of the Holdings charter. Holdings reserves the right to amend, alter, change, waive or repeal any provision of the Holdings charter, in the manner prescribed by the laws of the state of Delaware and the Holdings charter, and all rights, preferences and privileges conferred therein are granted subject to such reservation.
|
|
The ANR charter provides that the affirmative vote of the holders of at least 75% of the outstanding common stock, voting together as a single class, is required to amend, repeal or adopt any provision inconsistent with the bylaws section of the ANR charter. ANR reserves the right to amend, alter, change, waive or repeal any provision of the ANR charter, in the manner prescribed by the laws of the state of Delaware and the ANR charter, and all rights, preferences and privileges conferred therein are granted subject to such reservation.
|
Amendment of Bylaws by Stockholders
|
The Contura charter grants the Contura board of directors the authority to adopt, amend or repeal the bylaws without a stockholder vote in any manner not inconsistent with the laws of the state of Delaware. The Contura bylaws may also be adopted, amended or repealed by the affirmative vote of the holders of at least two-thirds of the voting power of all outstanding securities of Contura generally entitled to vote in the election of directors, voting together as a single class.
|
|
The Holdings charter grants the Holdings board of directors the power to adopt, amend or repeal the Holdings bylaws, except for portions of the Holdings bylaws governing special meetings of stockholders, quorum requirements of such special meetings, voting rights and proxies, amendments of bylaws, and to the extent expressly provided otherwise in the Holdings bylaws.
Holders of a majority of the common stock, voting together as a single class, and the holders of a majority of the Class AB preferred stock, voting together as a single class, may, together, also adopt, amend or repeal the Holdings bylaws, except the affirmative vote of both (i) the holders of at least 75% of the outstanding common stock, voting together as a single class, and (ii) the holders of at least 75% of the outstanding Class AB preferred stock, voting together as a single class, is required to amend, repeal or adopt any provision inconsistent with portions of the Holdings bylaws governing special meetings of stockholders and directors, quorum requirements of such special meetings, voting rights and proxies, record dates,, certain provisions regarding directorships (including provisions related to the director to be nominated by holders of Class AB preferred stock) and amendments of bylaws.
|
|
The ANR charter grants the ANR board the power to adopt, amend or repeal the ANR bylaws, except for portions of the ANR bylaws governing special meetings of stockholders, quorum requirements of such special meetings, voting rights and proxies, amendments of bylaws, and to the extent expressly provided otherwise in the ANR bylaws.
Holders of a majority of the common stock, voting together as a single class, may also adopt, amend or repeal the ANR bylaws, except the affirmative vote of the holders of at least 75% of the outstanding common stock, voting together as a single class is required to amend, repeal or adopt any provision inconsistent with portions of the ANR bylaws governing special meetings of stockholders and directors, quorum requirements of such special meetings, voting rights and proxies, record dates, certain provisions regarding directorships and amendments of bylaws; however, no such vote or consent is required to amend or repeal any provision of the bylaws to remove any rights granted to holders of a series or class of preferred stock or references to the same.
|
Name
|
|
Age
|
|
Position
|
Kevin S. Crutchfield
|
|
57
|
|
Chief Executive Officer and Director
|
Charles Andrew Eidson
|
|
42
|
|
Executive Vice President and Chief Financial Officer
|
Mark M. Manno
|
|
48
|
|
Executive Vice President, Chief Administrative and Legal Officer and Secretary
|
J. Scott Kreutzer
|
|
47
|
|
Executive Vice President and Chief Operating Officer
|
Kevin Stanley
|
|
43
|
|
Executive Vice President and Chief Commercial Officer
|
Jill M. Harrison
|
|
57
|
|
Senior Vice President and General Counsel
|
Suzan E. Moore
|
|
58
|
|
Senior Vice President, Administration and Chief Human Resources Officer
|
Neale X. Trangucci
|
|
61
|
|
Chairman of the Board
|
Albert E. Ferrara, Jr.
|
|
69
|
|
Director
|
Anthony J. Orlando
|
|
59
|
|
Director
|
Michael J. Ward
|
|
67
|
|
Director
|
John E. Lushefski
|
|
62
|
|
Director Nominee
|
Daniel J. Geiger
|
|
68
|
|
Director Nominee
|
David J. Stetson
|
|
62
|
|
Director Nominee
|
Harvey L. Tepner
|
|
61
|
|
Director Nominee
|
•
|
experience in business, government, education, technology or public interests;
|
•
|
high-level managerial experience in large organizations;
|
•
|
breadth of knowledge regarding Contura’s business or industry;
|
•
|
specific skills, experience or expertise related to an area of importance to us, such as energy production, consumption, distribution or transportation, government, policy, finance or law;
|
•
|
moral character and integrity;
|
•
|
commitment to Contura’s stockholders’ interests;
|
•
|
ability to provide insights and practical wisdom based on experience and expertise;
|
•
|
ability to read and understand financial statements; and
|
•
|
ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on company matters.
|
Position
|
Annual Fee
|
||
Non-Employee Chairman of the Board
|
$
|
75,000
|
|
Lead Independent Director if Employee Director is Chairman of the Board
|
20,000
|
|
|
Audit Committee Chair
|
30,000
|
|
|
Compensation Committee Chair
|
20,000
|
|
|
Safety, Health and Environmental Committee Chair
|
15,000
|
|
|
Nominating and Corporate Governance Committee Chair
|
12,000
|
|
Name
|
|
Fees Earned or Paid in Cash
($) |
|
Stock Awards
($)
(1)
|
|
Option Awards
($)
|
|
Non-Equity Incentive Plan Compensation
($)
|
|
Change in Pension Value and
Non-qualified Deferred Compensation Earnings
($)
|
|
All Other Compensation
($)
(2)
|
|
Total ($)
|
||||||||||||||
Albert E. Ferrara, Jr.
|
|
$
|
162,000
|
|
|
$
|
155,408
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103,277
|
|
|
$
|
420,685
|
|
Anthony J. Orlando
|
|
38,000
|
|
|
213,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251,027
|
|
|||||||
Jonathan Segal
(3)
|
|
152,000
|
|
|
79,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,884
|
|
|
325,821
|
|
|||||||
Michael J. Ward
|
|
33,000
|
|
|
213,027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
246,027
|
|
|||||||
Neal X. Trangucci
|
|
219,000
|
|
|
155,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,277
|
|
|
477,685
|
|
(1)
|
The values in this column are based on the aggregate grant date fair values of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, (“ASC”) Topic 718, “Compensation—Stock Compensation” (“FASB ASC Topic 718”).
|
(2)
|
Amounts in this column represent the value of the special dividend equivalent payment approved on June 16, 2017 and issued on July 13, 2017.
|
(3)
|
Mr. Segal left the board of directors on February 13, 2018. All compensation paid to Mr. Segal in his capacity as a director of the company was paid to Highbridge, Mr. Segal’s employer, pursuant to an agreement between the company and Mr. Segal.
|
•
|
Kevin S. Crutchfield, Chief Executive Officer (“CEO”),
|
•
|
Charles Andrew Eidson, Executive Vice President (“EVP”) and Chief Financial Officer,
|
•
|
Mark M. Manno, EVP, General Counsel, Corporate Secretary & Chief Procurement Officer (currently serving as EVP, Chief Administrative and Legal Officer and Secretary),
|
•
|
V. Keith Hainer, EVP and Chief Operating Officer (who left the Company on January 18, 2018), and
|
•
|
Gary W. Banbury, EVP and Chief Administrative Officer (who left the Company on January 18, 2018).
|
•
|
Total revenues for 2017 were $1,650.0 million (excluding PRB);
|
•
|
Coal revenues for the fourth quarter of 2017 were $292.4 million (excluding PRB);
|
•
|
Total liquidity of approximately $255.6 million, including cash and cash equivalents of $141.9 million and $113.7 million of unused commitments available under the Asset-Based Revolving Credit Facility;
|
•
|
Net income for the fourth quarter of 2017 was $96.6 million (including PRB);
|
•
|
Adjusted EBITDA for 2017 was $300.2 million from continuing and discontinued operations (including PRB); and
|
•
|
We achieved safety and environmental goals with a non-fatal days lost rate of 2.76 and an environmental compliance score of 9.04.
|
•
|
Our executive compensation programs are administered by our compensation committee, appointed by our board of directors. The compensation committee has the responsibility to review and approve executive and director compensation and ensure our programs align with the policies and philosophies of the Company. Additionally, before we became a public company, our CEO’s compensation was approved by the board of directors following a recommendation by our compensation committee.
|
•
|
Variable compensation, both short- and long-term, comprises the majority of the compensation opportunities for our executive team. Long-term compensation opportunity is emphasized over short-term opportunity to encourage executive retention and to align our executives’ interests with long-term results.
|
•
|
The Contura Energy, Inc. Annual Incentive Bonus Plan (described in “Executive Compensation—Executive Compensation Process” below) measures both financial and operational performance goals, with an emphasis on financial measures. All executives have identical goals, supporting our belief in the importance of teamwork among our leadership team. Pay for performance is emphasized through a plan design that includes a threshold performance level, with significant upside should performance significantly exceed expectations, and by establishing maximum incentive payouts (caps).
|
•
|
Long-term incentives are the most important component of our total reward program. The opportunity for executives to earn equity awards, over time, aligns our executive team with the interests of our stockholders. The long-term compensation design is based on a portfolio approach, which consists of vested stock options and vested shares of our common stock with one-year sale restrictions and stock options and restricted stock subject to three-year time-based vesting schedules.
|
•
|
Executive benefits and perquisites reflect the culture of our company. We may employ special arrangements (such as the Contura Energy, Inc. Deferred Compensation Plan described in “Executive Compensation—Potential Payments on Termination and Change in Control” below) when existing tax-qualified retirement plans are subject to limitations on benefits under the Internal Revenue Code or when significant competitive gaps exist in comparison to our industry peers. We utilize limited perquisites to enable us to attract and retain executive talent and further our business goals.
|
•
|
We believe our executives should own stock in the Company, and our executive compensation program requires executive stock ownership.
|
•
|
Our severance and change in control polices generally include a double trigger payout approach and do not employ tax gross-ups (in the case of a change in control).
|
AK Steel Holdings Corporation
|
Delek US Holdings Inc.
|
Sanchez Energy Corporation
|
Allegheny Technologies Inc.
|
Denbury Resources Inc.
|
SM Energy Company
|
Arch Coal Inc.
|
EP Energy Corporation
|
Stillwater Mining Company
|
Cliffs Natural Resources
|
Kaiser Aluminum Corporation
|
SunCoke Energy, Inc.
|
Comstock Resources Inc.
|
Kinross Gold Corporation
|
Westmoreland Coal Company
|
CONSOL Energy Inc.
|
Materion Corporation
|
Yamana Gold Inc.
|
|
Peabody Energy Corporation
|
|
Compensation Element
|
|
Description
|
|
Form
|
|
Objective
|
Base salary
|
|
Fixed based on level of responsibility, experience, tenure and qualifications
|
|
•
Cash
|
|
Support talent attraction and retention
|
Annual Incentive
Bonus
|
|
Variable based on the achievement of annual financial, safety and environmental metrics
|
|
•
Cash
|
|
Link pay and performance
Drive the achievement of short-term business objectives
|
Long-Term Incentive Awards
|
|
Variable based on the achievement of longer-term goals and stockholder value creation
|
|
•
Restricted stock that vests ratably over a three year period
•
Nonqualified stock options
|
|
Support talent attraction and retention
Link pay and performance
Drive the achievement of longer-term business objectives
Align NEO and stockholder interests
|
Other Compensation and Benefits Programs
|
|
Employee health, welfare and retirement benefits and deferred compensation
|
|
•
Group medical benefits
•
Life and disability insurance
•
401(k) plan participation
•
Deferred compensation plan
|
|
Support talent attraction and retention
Provide for tax-efficient retirement savings
Provide for supplemental retirement benefits
|
CEO Compensation as a Multiple of:
|
2017 Base
Salary
|
|
2017 Target
Bonus
|
|
2017 Target
Long-Term
Incentive
Opportunity
|
|
2017 Total
Direct
Compensation
|
Second Highest Paid NEO
|
2.09x
|
|
2.61x
|
|
5.00x
|
|
4.46x
|
Average of NEOs other than the CEO
|
2.29x
|
|
3.23x
|
|
7.60x
|
|
6.36x
|
Name
|
|
Base Salary
|
||
Kevin S. Crutchfield
|
|
$
|
1,045,000
|
|
Charles Andrew Eidson
|
|
$
|
500,000
|
|
Mark M. Manno
|
|
$
|
500,000
|
|
V. Keith Hainer
|
|
$
|
425,000
|
|
Gary W. Banbury
|
|
$
|
400,000
|
|
|
|
Metric Goals & Performance
|
||||||||||||
Performance Metric
|
|
Weighting
|
|
Threshold
(Payout -
50%)
|
|
Target
(Payout -
100%)
|
|
Maximum
(Payout -
200%)
|
|
Actual
Performance
|
|
Payout as
% of
Target
|
|
As % of
Target
Bonus
Opportunity
|
EBITDA
1
|
|
40.00%
|
|
$297.3M
|
|
$330.3M
|
|
$363.3M
|
|
$325.04M
|
|
92.03%
|
|
36.812%
|
Cost of Coal Sales per Ton Sold
2
|
|
30.00%
|
|
$20.90
|
|
$19.00
|
|
$17.10
|
|
$20.46
|
|
61.58%
|
|
18.474%
|
Safety - NFDL Rate
3
|
|
20.00%
|
|
3.07
|
|
2.79
|
|
2.51
|
|
2.76
|
|
110.72%
|
|
22.143%
|
Environmental Compliance
4
|
|
10.00%
|
|
41.24
|
|
37.29
|
|
33.89
|
|
9.04
|
|
200.00%
|
|
20.000%
|
Total
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
97.429%
|
(1)
|
CIB EBITDA was $325.04 million in 2017 under the formula adopted by the compensation committee and, as a result, 98.41% of the target performance goal was achieved resulting in a payout pursuant to the EBITDA metric of 92.03% of target.
|
(2)
|
CIB Cost of Coal Sales per Ton Sold was $20.46 in 2017 under the formula previously adopted by the compensation committee and, as a result, 92.32% of the target performance goal was achieved resulting in a payout pursuant to this metric of 61.58% of target.
|
(3)
|
Non-Fatal Days Lost (“NFDL”) Rate was 2.76 in 2017, meaning that the safety objective was achieved at 101.08% of the target, which resulted in a pay-out under this objective, after interpolation, of 110.72% of target.
|
(4)
|
Environmental Compliance, which is measured by dividing the number of water quality exceedances by the number of year-to-date active outlets, was 9.04 in 2017 under the formula previously adopted by the compensation committee and, as a result, 175.76% of the target performance goal was achieved resulting in a payout pursuant to this metric of 200% of target.
|
Officer
|
|
2017 Base
Salary
|
|
2017 Annual
Target
Bonus
Opportunity
(as a % of
base salary)
|
|
2017 Target
Bonus
|
|
2017 Actual
Performance
as a %
of Target
Bonus
|
|
2017 CIB
Bonus
|
||||||||
Kevin S. Crutchfield
|
|
$
|
1,045,000
|
|
|
125.00
|
%
|
|
$
|
1,306,250
|
|
|
97.429
|
%
|
|
$
|
1,272,666
|
|
Charles Andrew Eidson
|
|
$
|
500,000
|
|
|
100.00
|
%
|
|
$
|
500,000
|
|
|
97.429
|
%
|
|
$
|
487,145
|
|
Mark M. Manno
|
|
$
|
500,000
|
|
|
100.00
|
%
|
|
$
|
500,000
|
|
|
97.429
|
%
|
|
$
|
487,145
|
|
V. Keith Hainer
|
|
$
|
425,000
|
|
|
75.00
|
%
|
|
$
|
318,750
|
|
|
97.429
|
%
|
|
$
|
310,555
|
|
Gary W. Banbury
|
|
$
|
400,000
|
|
|
75.00
|
%
|
|
$
|
300,000
|
|
|
97.429
|
%
|
|
$
|
292,287
|
|
Officer
|
|
2016
Shares of
Vested
Common
Stock
|
|
2016
Incentive
Stock
Options
($2,50
Exercise
Price)
|
|
2016
Incentive
Stock
Options
($5.00
Exercise
Price)
|
|
Total
Number of
Shares
Subject to
2016 Long-Term
Incentive
Award
|
|
2017 Shares
of Restricted
Stock
|
|
2017 Non-
Qualified
Stock
Options
($66.13
Exercise
Price)
|
|
Total
Number of
Shares
Subject to
2017 Long-
Term
Incentive
Award
|
|||||||
Kevin S. Crutchfield
|
|
150,150
|
|
|
75,075
|
|
|
75,075
|
|
|
300,300
|
|
|
227,249
|
|
|
67,445
|
|
|
294,694
|
|
Charles Andrew Eidson
|
|
30,030
|
|
|
15,015
|
|
|
15,015
|
|
|
60,060
|
|
|
45,416
|
|
|
13,479
|
|
|
58,895
|
|
Mark M. Manno
|
|
30,030
|
|
|
15,015
|
|
|
15,015
|
|
|
60,060
|
|
|
45,416
|
|
|
13,479
|
|
|
58,895
|
|
V. Keith Hainer
|
|
16,514
|
|
|
8,258
|
|
|
8,258
|
|
|
33,030
|
|
|
15,366
|
|
|
4,384
|
|
|
19,750
|
|
Gary W. Banbury
|
|
18,018
|
|
|
—
|
|
|
—
|
|
|
18,018
|
|
|
13,612
|
|
|
4,040
|
|
|
17,652
|
|
Name and Principal Position
|
|
Fiscal
Year
|
|
Salary
(1)
|
|
Bonus
|
|
Stock
Awards
(2)
|
|
Option
Awards
(3)
|
|
Non-Equity
Incentive Plan
Compensation
(4)
|
|
Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
(5)
|
|
All Other
Compensation
(6)
|
|
Total
|
||||||||||||||||
Kevin S. Crutchfield
|
|
2017
|
|
$
|
1,045,000
|
|
|
$
|
—
|
|
|
$
|
14,895,120
|
|
|
$
|
4,417,648
|
|
|
$
|
1,272,666
|
|
|
$
|
221,427
|
|
|
$
|
3,983,972
|
|
|
$
|
25,835,833
|
|
Chief Executive
Officer
|
|
2016
|
|
438,096
|
|
|
—
|
|
|
375,375
|
|
|
238,739
|
|
|
795,512
|
|
|
—
|
|
|
—
|
|
|
$
|
1,847,722
|
|
|||||||
Charles Andrew Eidson
|
|
2017
|
|
500,000
|
|
|
—
|
|
|
2,976,811
|
|
|
882,875
|
|
|
487,145
|
|
|
53,086
|
|
|
792,636
|
|
|
$
|
5,692,553
|
|
|||||||
Chief Financial
Officer
|
|
2016
|
|
209,615
|
|
|
—
|
|
|
75,075
|
|
|
47,748
|
|
|
304,502
|
|
|
—
|
|
|
—
|
|
|
$
|
636,940
|
|
|||||||
Mark M. Manno
|
|
2017
|
|
500,000
|
|
|
—
|
|
|
2,976,811
|
|
|
882,875
|
|
|
487,145
|
|
|
26,884
|
|
|
792,636
|
|
|
$
|
5,666,351
|
|
|||||||
Executive Vice
President,
|
|
2016
|
|
209,615
|
|
|
—
|
|
|
75,075
|
|
|
47,748
|
|
|
304,502
|
|
|
—
|
|
|
—
|
|
|
$
|
636,940
|
|
|||||||
General Counsel,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Secretary and Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Procurement Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
V. Keith Hainer
|
|
2017
|
|
425,000
|
|
|
—
|
|
|
1,007,388
|
|
|
287,152
|
|
|
310,555
|
|
|
26,884
|
|
|
194,120
|
|
|
$
|
2,251,099
|
|
|||||||
Executive Vice
President,
|
|
2016
|
|
178,173
|
|
|
—
|
|
|
41,285
|
|
|
26,260
|
|
|
194,210
|
|
|
—
|
|
|
—
|
|
|
$
|
439,928
|
|
|||||||
Chief Operating
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gary W. Banbury
|
|
2017
|
|
400,000
|
|
|
—
|
|
|
892,204
|
|
|
264,620
|
|
|
292,287
|
|
|
18,772
|
|
|
167,924
|
|
|
$
|
2,035,807
|
|
|||||||
Executive Vice
President,
|
|
2016
|
|
167,692
|
|
|
—
|
|
|
45,045
|
|
|
—
|
|
|
182,701
|
|
|
—
|
|
|
—
|
|
|
$
|
395,438
|
|
|||||||
Chief Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The values set forth in this column for Messrs. Crutchfield, Eidson, Manno, Hainer and Banbury for the fiscal year ending December 31, 2016 represent the salaries paid for the period of July 26, 2016 to December 31, 2016. The annual base salaries for Messrs. Crutchfield, Eidson, Manno, Hainer and Banbury during 2016 were $1,045,000, $500,000, $500,000, $425,000 and $400,000, respectively.
|
(2)
|
The values set forth in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For 2017, the common stock awards set forth in this column were granted on March 7, 2017 with a grant date fair market value of $65.50 per share and July 13, 2017 with a grant date fair market value of $68.00 per share. For 2016, the vested common stock awards set forth in this column were granted with a grant date fair market value of $2.50 per share.
|
(3)
|
The values set forth in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For 2017, the options set forth in this column were granted on March 7, 2017 with a grant date fair market value of $65.50. The company elected to grant the options with an exercise price based upon the greater of (i) the closing price of a share on the grant date or (ii) the volume-weighted average price for the 30-day period ending on the grant date. As a result, the exercise price of the options set forth in this column was set at $66.13. For 2016, the options set forth in this column were granted on July 26, 2016 in two tranches. The first had an exercise price of $2.50, which was the fair market value of a share of our common stock on the grant date. The company elected to grant the second tranche of options with an exercise price that was no less than, but potentially in excess of (subject to a cap), the fair market value of a share of our common stock on the grant date. The exercise price of the second tranche of options was $5.00, which was calculated based on the trailing volume-weighted average price for the 30-day period following the grant date (but not to exceed $5.00).
|
(4)
|
The values set forth in this column represent annual bonuses earned in respect of 2017 based on performance against metrics described under “Executive Compensation—Executive Compensation Process.”
|
(5)
|
The values set forth in this column represent deferred compensation earnings earned in respect of 2017 based upon eligible compensation earned during the year under the Deferred Compensation Plan described under “Executive Compensation—Potential Payments on Termination and Change in Control.”
|
(6)
|
The values set forth in this column represent the dividend equivalent amounts paid on July 13, 2017 as described under “Executive Compensation—Executive Compensation Process.” For Messrs. Crutchfield and Banbury, the values set forth in this column include imputed income related to their Group Term Life Insurance in amounts equal to $18,814 and $11,331 respectively.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
|
|
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(2)
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(3)
(#)
|
|
Exercise or Base Price of Option Awards
($)
|
|||||||||||||||||
Name
|
|
Grant Date
|
|
Minimum
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Minimum
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|
|
||||||||||||||||
Kevin S. Crutchfield
|
|
—
|
|
|
$
|
653,125
|
|
|
$
|
1,306,250
|
|
|
$
|
2,612,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223,125
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,445
|
|
|
66.13
(5)
|
|
|||
|
|
7/13/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,124
|
|
|
—
|
|
|
—
|
|
|||
Charles Andrew Eidson
|
|
—
|
|
|
250,000
|
|
|
500,000
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,591
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,479
|
|
|
66.13
(5)
|
|
|||
|
|
7/13/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|||
Mark M. Manno
|
|
—
|
|
|
250,000
|
|
|
500,000
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,591
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,479
|
|
|
66.13
(5)
|
|
|||
|
|
7/13/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|||
V. Keith Hainer
|
|
—
|
|
|
159,375
|
|
|
318,750
|
|
|
637,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,384
|
|
|
66.13
(5)
|
|
|||
|
|
7/13/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|||
Gary W. Banbury
|
|
—
|
|
|
150,000
|
|
|
300,000
|
|
|
600,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,365
|
|
|
—
|
|
|
—
|
|
|||
|
|
3/7/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,040
|
|
|
66.13
(5)
|
|
|||
|
|
7/13/2017
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts in this column reflect annual bonuses that were eligible to be earned in respect of performance in 2017.
|
(2)
|
This column shows the number of restricted stock shares granted in 2017 under the Contura Energy, Inc. Management Incentive Plan.
|
(3)
|
This column shows the number of stock option awards granted in 2017 under the Contura Energy, Inc. Management Incentive Plan.
|
(4)
|
The grant date fair value calculations are computed in accordance with FASB ASC Topic 718.
|
(5)
|
The company elected to grant the options with an exercise price based upon the greater of (i) the closing price of a share on the grant date or (ii) the volume-weighted average price for the 30-day period ending on the grant date. As a result, the exercise price of the options was set at $66.13.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
Officer
|
|
Numbers of Securities Underlying Unexercised Options
Exercisable
(1)
(#)
|
|
Numbers of Securities Underlying Unexercised Unearned Options
(2)
(#)
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(3)
(#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
(4)
($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||
Kevin S. Crutchfield
|
|
75,075
|
|
|
|
|
$
|
2.50
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
75,075
|
|
|
|
|
5.00
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
67,445
|
|
|
66.13
|
|
|
3/7/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
227,249
|
|
|
14,884,810
|
|
|
—
|
|
|
—
|
|
||
Charles Andrew Eidson
|
|
15,015
|
|
|
|
|
2.50
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
15,015
|
|
|
|
|
5.00
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
13,479
|
|
|
66.13
|
|
|
3/7/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
45,416
|
|
|
2,974,748
|
|
|
—
|
|
|
—
|
|
||
Mark M. Manno
|
|
15,015
|
|
|
|
|
2.50
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
15,015
|
|
|
|
|
5.00
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
13,479
|
|
|
66.13
|
|
|
3/7/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
45,416
|
|
|
2,974,748
|
|
|
—
|
|
|
—
|
|
||
V. Keith Hainer
|
|
8,258
|
|
|
|
|
2.50
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
8,258
|
|
|
|
|
5.00
|
|
|
7/26/2026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
4,384
|
|
|
66.13
|
|
|
3/7/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
15,366
|
|
|
1,006,473
|
|
|
—
|
|
|
—
|
|
||
Gary W. Banbury
|
|
—
|
|
|
4,040
|
|
|
66.13
|
|
|
3/7/2027
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
13,612
|
|
|
891,586
|
|
|
—
|
|
|
—
|
|
(1)
|
All options in this column include the options granted on July 26, 2016, which were fully vested at grant.
|
(2)
|
All options in this column represented the unvested portion of the options granted on March 7, 2017 as of December 31, 2017, which vest ratably on the first, second and third anniversaries of the grant date.
|
(3)
|
The common stock awards set forth in this column were granted on March 7, 2017 with a grant date fair market value of $65.50 per share and July 13, 2017 with a grant date fair market value of $68.00 per share.
|
(4)
|
The grant date fair value calculations are computed in accordance with FASB ASC Topic 718.
|
•
|
a lump sum cash payment equal to two times base salary
plus
two times target annual bonus for the year in which the termination occurs;
|
•
|
vesting of all equity awards (with stock options remaining exercisable for up to two years post- termination); and
|
•
|
reimbursement by us for up to 18 months of Consolidated Omnibus Budget Reconciliation Act (COBRA) health and dental insurance premiums and life insurance premiums for him and his dependents.
|
•
|
a lump sum cash payment equal to two and one-half times base salary
plus
two and one-half times annual target bonus for the year in which the termination occurs;
|
•
|
vesting of all equity awards (with stock options remaining exercisable for up to two years post-termination);
|
•
|
a lump sum cash payment of the pro rata share of his annual bonus for the year of termination;
|
•
|
a lump sum cash payment of $15,000 to cover the cost of outplacement services; and
|
•
|
reimbursement by us for up to 18 months of COBRA health insurance premiums and dental and life insurance premiums for him and his dependents.
|
Name
|
Termination Without Cause or for Good Reason (Not in Connection with a Change in Control)
(1)
|
|
Termination Without Cause or for Good Reason in Connection with a Change in Control
(1)
|
|
Death
|
||||||
Kevin S. Crutchfield
|
$
|
4,742,767
|
|
|
$
|
7,239,642
|
|
|
$
|
1,306,250
|
|
Charles Andrew Eidson
|
2,051,217
(2)
|
|
|
3,051,217
(3)
|
|
|
—
|
|
|||
Mark M. Manno
|
2,051,217
(2)
|
|
|
3,051,217
(3)
|
|
|
—
|
|
|||
V. Keith Hainer
(4)
|
1,484,985
(2)
|
|
|
2,175,610
(3)
|
|
|
—
|
|
|||
Gary W. Banbury
(4)
|
1,400,407
(2)
|
|
|
2,050,407
(3)
|
|
|
—
|
|
(1)
|
The amounts reflected in these columns include the cash payments described under “Chief Executive Officer” and “Key Employee Separation Plan” above. Payments for continued health and welfare benefits assume a cost of approximately $1,787 per month in medical and dental insurance based on 2017 COBRA rates and $450 per month in life and accidental death & dismemberment insurance premiums.
|
(2)
|
These amounts include payment for the sum of base salary and 2017 target bonus with a Severance Multiple of 1.5.
|
(3)
|
These amounts include payment for the sum of base salary and 2017 target bonus with a Severance Multiple of 2.
|
(4)
|
Messrs. Hainer and Banbury both left the Company on January 18, 2018.
|
•
|
a financial institution, a regulated investment company or an insurance company;
|
•
|
a tax-exempt organization;
|
•
|
a dealer or broker in securities;
|
•
|
a stockholder who holds Holdings common stock or Class C-1 common stock as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction transaction;
|
•
|
a stockholder whose “functional currency” is not the U.S. Dollar;
|
•
|
a stockholder that beneficially owns 5% or more of Holdings common stock or Class C-1 common stock; or
|
•
|
a stockholder that acquired Holdings common stock or Class C-1 common stock pursuant to the exercise of compensatory options or otherwise as compensation.
|
•
|
a citizen or resident of the United States;
|
•
|
a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or
|
•
|
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
|
•
|
A U.S. Holder will not recognize any gain or loss upon the receipt of Contura common stock, but will recognize gain or loss with respect to cash received in lieu of a fractional share of Contura common stock (as described below).
|
•
|
A U.S. Holder will have an adjusted tax basis in the Contura common stock received in the merger (including any fractional share deemed received and redeemed as described below) equal to the adjusted tax basis of the shares of Holdings common stock or Class C-1 common stock, as applicable, surrendered by such holder in the applicable merger.
|
•
|
The holding period for Contura common stock received in a merger (including any fractional share deemed received and redeemed as described below) will include the holding period for the Holdings common stock or Class C-1 common stock, as applicable, surrendered by such U.S. Holder in the applicable merger.
|
•
|
If a U.S. Holder acquired different blocks of Holdings common stock or Class C-1 common stock, as applicable, at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each such block of common stock.
|
•
|
A U.S. Holder that receives cash in lieu of a fractional share of Contura common stock will be treated as having received the fractional share pursuant to the mergers and then as having exchanged such fractional share for cash in a redemption by Contura. As a result, such U.S. Holder will generally recognize gain or loss on any cash received in lieu of a fractional share of Contura common stock equal to the difference between the amount of cash received and the tax basis allocated to such fractional share. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holding period in the stock surrendered in the applicable merger exceeds one year as of the closing date of the merger. Long-term capital gains of non-corporate U.S. Holders currently are eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.
|
•
|
a nonresident alien individual;
|
•
|
a foreign corporation; or
|
•
|
a foreign estate or trust.
|
•
|
If the applicable merger qualifies as a “reorganization” for U.S. federal income tax purposes, such non-U.S. Holder will generally not recognize gain or loss for U.S. federal income tax purposes in the merger.
|
•
|
If the applicable merger does not qualify as a “reorganization” for U.S. federal income tax purposes, then such non-U.S. Holder would generally recognize gain or loss in the applicable merger but such non-U.S. Holder would generally not be subject to U.S. tax on such gain or loss unless:
|
◦
|
such gain or loss was effectively connected with the non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, was attributable to a permanent establishment or fixed base maintained by the non-U.S. Holder in the United States), in which case such non-U.S. Holder would generally be taxed on such gain in the same manner as a U.S. person (and, if such non-U.S. Holder was a corporation for U.S. federal income tax purposes, an additional branch profits tax at a rate of 30% (or a lower treaty rate) could apply), or
|
◦
|
such non-U.S. Holder was an individual present in the United States for 183 days or more during the taxable year of the mergers and certain other conditions were met, in which case such non-U.S. Holder would generally be subject to U.S. federal income tax at a rate of 30% on the amount by which such non-U.S. Holder’s capital gains allocable to U.S. sources, including gain from the disposition pursuant to the mergers, exceed any capital losses allocable to U.S. sources, except as otherwise required by an applicable income tax treaty.
|
•
|
Except as noted below, such non-U.S. Holder will generally recognize gain in the applicable merger and will be subject to U.S. federal income tax on any such recognized gain. The amount of recognized gain will generally equal the difference between (i) the fair market value of the merger consideration to which such non-U.S. Holder is entitled and (ii) such non-U.S. Holder's tax basis in the shares of Holdings common stock or Class C-1 common stock, as applicable, surrendered in the merger.
|
•
|
However, such non-U.S. Holder will not recognize gain in the applicable merger if (i) such non-U.S. Holder will own immediately after the mergers (or has owned during the five-year period preceding the mergers), actually or constructively, more than 5% of the outstanding shares of Contura common stock, (ii) the merger is treated as a “reorganization” for U.S. federal income tax purposes, (iii) Contura is a USRPHC and (iv) the non-U.S. Holder complies with certain procedural requirements prescribed by applicable Treasury regulations, including the requirement that the non-U.S. Holder file a U.S. federal income tax return for the taxable year of the merger.
|
•
|
Depending on a non-U.S. Holder’s particular circumstances, if the merger of ANR does not qualify as a “reorganization” for U.S. federal income tax purposes, it is possible that a non-U.S. Holder could be deemed to have received a distribution for federal income tax purposes in an amount equal to the fair market value of the Contura common stock received by such non-U.S. Holder in the ANR merger, which may (in whole or in part) be subject to a
|
|
Page
|
|
|
|
|
ANR, Inc.
Financial Statements
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from
July 26, 2016 to December 31, 2016
|
|
|
Period from
January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Coal revenues
|
$
|
1,392,481
|
|
|
$
|
431,692
|
|
|
|
$
|
344,692
|
|
|
$
|
816,010
|
|
Freight and handling revenues
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
|
97,237
|
|
||||
Other revenues
|
10,086
|
|
|
4,060
|
|
|
|
14,343
|
|
|
12,774
|
|
||||
Total revenues
|
1,649,969
|
|
|
506,296
|
|
|
|
411,111
|
|
|
926,021
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
1,090,660
|
|
|
324,961
|
|
|
|
324,732
|
|
|
730,812
|
|
||||
Freight and handling costs
|
247,402
|
|
|
70,544
|
|
|
|
52,076
|
|
|
97,237
|
|
||||
Depreciation, depletion and amortization
|
34,910
|
|
|
5,973
|
|
|
|
66,076
|
|
|
149,197
|
|
||||
Amortization of acquired intangibles, net
|
59,007
|
|
|
61,281
|
|
|
|
11,567
|
|
|
2,223
|
|
||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
67,459
|
|
|
19,135
|
|
|
|
29,568
|
|
|
44,158
|
|
||||
Asset impairment and restructuring
|
—
|
|
|
—
|
|
|
|
3,096
|
|
|
297,425
|
|
||||
Secondary offering costs
|
4,491
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Total other operating (income) loss:
|
|
|
|
|
|
|
|
|
||||||||
Mark-to-market adjustment for acquisition-related obligations
|
3,221
|
|
|
(10,616
|
)
|
|
|
—
|
|
|
—
|
|
||||
Gain on settlement of acquisition-related obligations
|
(38,886
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Other expenses
|
178
|
|
|
—
|
|
|
|
2,184
|
|
|
(99
|
)
|
||||
Total costs and expenses
|
1,468,442
|
|
|
471,278
|
|
|
|
489,299
|
|
|
1,320,953
|
|
||||
Income (loss) from operations
|
181,527
|
|
|
35,018
|
|
|
|
(78,188
|
)
|
|
(394,932
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
(35,977
|
)
|
|
(20,496
|
)
|
|
|
(2
|
)
|
|
(28
|
)
|
||||
Interest income
|
210
|
|
|
23
|
|
|
|
19
|
|
|
4
|
|
||||
Loss on early extinguishment of debt
|
(38,701
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Equity loss in affiliates
|
(3,339
|
)
|
|
(2,287
|
)
|
|
|
(2,735
|
)
|
|
(7,712
|
)
|
||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
(33,975
|
)
|
|
|
—
|
|
|
—
|
|
||||
Bargain purchase gain
|
1,011
|
|
|
7,719
|
|
|
|
—
|
|
|
—
|
|
||||
Miscellaneous income, net
|
1,025
|
|
|
232
|
|
|
|
473
|
|
|
(85
|
)
|
||||
Total other expense, net
|
(75,771
|
)
|
|
(48,784
|
)
|
|
|
(2,245
|
)
|
|
(7,821
|
)
|
||||
Income (loss) from continuing operations before reorganization items and income taxes
|
105,756
|
|
|
(13,766
|
)
|
|
|
(80,433
|
)
|
|
(402,753
|
)
|
Reorganization items, net
|
—
|
|
|
—
|
|
|
|
(20,989
|
)
|
|
(10,085
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
105,756
|
|
|
(13,766
|
)
|
|
|
(101,422
|
)
|
|
(412,838
|
)
|
||||
Income tax benefit
|
67,979
|
|
|
1,920
|
|
|
|
39,881
|
|
|
155,052
|
|
||||
Net income (loss) from continuing operations
|
173,735
|
|
|
(11,846
|
)
|
|
|
(61,541
|
)
|
|
(257,786
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from discontinued operations before income taxes
|
(36,894
|
)
|
|
1,467
|
|
|
|
(679
|
)
|
|
(259,317
|
)
|
||||
Income tax benefit (expense) from discontinued operations
|
17,681
|
|
|
(551
|
)
|
|
|
(4,992
|
)
|
|
99,543
|
|
||||
(Loss) income from discontinued operations
|
(19,213
|
)
|
|
916
|
|
|
|
(5,671
|
)
|
|
(159,774
|
)
|
||||
Net income (loss)
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
|
$
|
(417,560
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic income (loss) per common share:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
17.01
|
|
|
$
|
(1.15
|
)
|
|
|
|
|
|
||||
(Loss) income from discontinued operations
|
$
|
(1.89
|
)
|
|
$
|
0.09
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
15.12
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per common share
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
16.13
|
|
|
$
|
(1.15
|
)
|
|
|
|
|
|
||||
(Loss) income from discontinued operations
|
$
|
(1.78
|
)
|
|
$
|
0.09
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
14.35
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
10,216,464
|
|
|
10,309,310
|
|
|
|
|
|
|
||||||
Weighted average shares - diluted
|
10,770,005
|
|
|
10,309,310
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Net income (loss)
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
|
$
|
(417,560
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans:
|
|
|
|
|
|
|
|
|
||||||||
Current period actuarial (loss) gain
|
$
|
(3,832
|
)
|
|
$
|
3,268
|
|
|
|
$
|
(3,415
|
)
|
|
$
|
6,818
|
|
Income tax
|
—
|
|
|
(1,181
|
)
|
|
|
1,227
|
|
|
(549
|
)
|
||||
|
$
|
(3,832
|
)
|
|
$
|
2,087
|
|
|
|
$
|
(2,188
|
)
|
|
$
|
6,269
|
|
Prior service (cost) credit for period
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(8,854
|
)
|
Income tax
|
—
|
|
|
—
|
|
|
|
—
|
|
|
713
|
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(8,141
|
)
|
Less: reclassification adjustment for amounts reclassified to earnings due to amortization of net actuarial (gain) loss and settlements
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
206
|
|
|
$
|
121
|
|
Income tax
|
—
|
|
|
—
|
|
|
|
(74
|
)
|
|
(10
|
)
|
||||
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
132
|
|
|
$
|
111
|
|
Less: reclassification adjustment for amounts reclassified to earnings due to amortization of prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
3,536
|
|
|
$
|
181
|
|
Income tax
|
—
|
|
|
—
|
|
|
|
(1,271
|
)
|
|
(15
|
)
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
2,265
|
|
|
$
|
166
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustment for amounts reclassified to earnings related to settlement of cash flow hedges
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
1,455
|
|
Income tax
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(442
|
)
|
||||
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
1,013
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total other comprehensive (loss) income, net of tax
|
$
|
(4,035
|
)
|
|
$
|
2,087
|
|
|
|
$
|
209
|
|
|
$
|
(582
|
)
|
Total comprehensive income (loss)
|
$
|
150,487
|
|
|
$
|
(8,843
|
)
|
|
|
$
|
(67,003
|
)
|
|
$
|
(418,142
|
)
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
141,924
|
|
|
$
|
127,948
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $0 as of December 31, 2017 and December 31, 2016
|
127,326
|
|
|
164,038
|
|
||
Inventories, net
|
69,561
|
|
|
69,692
|
|
||
Assets held for sale
|
171
|
|
|
1,714
|
|
||
Short-term restricted cash
|
11,615
|
|
|
—
|
|
||
Short-term deposits
|
12,366
|
|
|
66
|
|
||
Prepaid expenses and other current assets
|
59,693
|
|
|
34,483
|
|
||
Current assets - discontinued operations
|
40,498
|
|
|
27,275
|
|
||
Total current assets
|
463,154
|
|
|
425,216
|
|
||
Property, plant, and equipment, net
|
196,579
|
|
|
155,982
|
|
||
Other acquired intangibles (net of accumulated amortization of $28,662 and $61,851 as of December 31, 2017 and December 31, 2016, respectively)
|
18,458
|
|
|
87,149
|
|
||
Long-term restricted cash
|
40,421
|
|
|
43,341
|
|
||
Long-term deposits
|
3,607
|
|
|
54,420
|
|
||
Deferred income taxes
|
78,744
|
|
|
—
|
|
||
Other non-current assets
|
28,005
|
|
|
17,465
|
|
||
Non-current assets - discontinued operations
|
7,632
|
|
|
163,179
|
|
||
Total assets
|
$
|
836,600
|
|
|
$
|
946,752
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
10,730
|
|
|
$
|
1,591
|
|
Trade accounts payable
|
76,319
|
|
|
80,796
|
|
||
Acquisition-related obligations - current
|
15,080
|
|
|
27,258
|
|
||
Liabilities held for sale
|
27,161
|
|
|
—
|
|
||
Accrued expenses and other current liabilities
|
58,771
|
|
|
65,379
|
|
||
Current liabilities - discontinued operations
|
54,114
|
|
|
43,588
|
|
||
Total current liabilities
|
242,175
|
|
|
218,612
|
|
||
Long-term debt
|
361,973
|
|
|
345,403
|
|
||
Acquisition-related obligations - long-term
|
20,332
|
|
|
59,088
|
|
||
Asset retirement obligations
|
52,434
|
|
|
78,763
|
|
||
Other non-current liabilities
|
59,276
|
|
|
86,541
|
|
||
Non-current liabilities - discontinued operations
|
7,762
|
|
|
121,121
|
|
||
Total liabilities
|
743,952
|
|
|
909,528
|
|
||
Commitments and Contingencies (Note 24)
|
|
|
|
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - par value $0.01, 2.0 million shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock - par value $0.01, 20.0 million shares authorized, 10.7 million issued and 9.9 million outstanding at December 31, 2017 and 10.3 million issued and outstanding at December 31, 2016
|
108
|
|
|
103
|
|
||
Additional paid-in capital
|
40,616
|
|
|
45,964
|
|
||
Accumulated other comprehensive (loss) income
|
(1,948
|
)
|
|
2,087
|
|
||
Treasury stock, at cost: 0.8 million shares at December 31, 2017 and none issued at December 31, 2016
|
(50,092
|
)
|
|
—
|
|
||
Retained earnings (accumulated deficit)
|
103,964
|
|
|
(10,930
|
)
|
||
Total stockholders’ equity
|
92,648
|
|
|
37,224
|
|
||
Total liabilities and stockholders’ equity
|
$
|
836,600
|
|
|
$
|
946,752
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
$
|
(67,212
|
)
|
|
$
|
(417,560
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization
|
65,000
|
|
|
43,978
|
|
|
|
85,379
|
|
|
202,115
|
|
||||
Amortization of acquired intangibles, net
|
59,007
|
|
|
61,281
|
|
|
|
11,567
|
|
|
2,223
|
|
||||
Accretion of acquisition-related obligations discount
|
7,531
|
|
|
4,936
|
|
|
|
—
|
|
|
—
|
|
||||
Mark-to-market adjustment for acquisition-related obligations
|
3,221
|
|
|
(10,616
|
)
|
|
|
—
|
|
|
—
|
|
||||
Gain on settlement of acquisition-related obligations
|
(38,886
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Bargain purchase gain
|
(1,011
|
)
|
|
(7,719
|
)
|
|
|
—
|
|
|
—
|
|
||||
Equity loss in affiliates
|
3,325
|
|
|
2,280
|
|
|
|
2,726
|
|
|
7,700
|
|
||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
33,975
|
|
|
|
—
|
|
|
—
|
|
||||
Mark-to-market adjustments for derivatives
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4,683
|
|
||||
Accretion of asset retirement obligations
|
21,275
|
|
|
10,819
|
|
|
|
12,422
|
|
|
17,897
|
|
||||
Employee benefit plans, net
|
11,739
|
|
|
3,154
|
|
|
|
11,917
|
|
|
11,091
|
|
||||
Deferred income taxes
|
(78,744
|
)
|
|
(1,180
|
)
|
|
|
(34,889
|
)
|
|
(250,680
|
)
|
||||
Loss (gain) on disposal of property, plant, and equipment
|
—
|
|
|
216
|
|
|
|
216
|
|
|
17,438
|
|
||||
Loss on sale of Powder River Basin
|
36,086
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Asset impairment and restructuring
|
—
|
|
|
—
|
|
|
|
3,755
|
|
|
558,699
|
|
||||
Non-cash reorganization items, net
|
—
|
|
|
—
|
|
|
|
3,837
|
|
|
7,726
|
|
||||
Loss on early extinguishment of debt
|
38,701
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Stock-based compensation
|
20,372
|
|
|
1,424
|
|
|
|
658
|
|
|
2,668
|
|
||||
Other, net
|
2,314
|
|
|
1,356
|
|
|
|
38
|
|
|
207
|
|
||||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
||||||||
Trade accounts receivable, net
|
34,840
|
|
|
(114,244
|
)
|
|
|
42,793
|
|
|
41,403
|
|
||||
Inventories, net
|
441
|
|
|
(32,046
|
)
|
|
|
16,693
|
|
|
2,440
|
|
||||
Prepaid expenses and other current assets
|
(40,425
|
)
|
|
(817
|
)
|
|
|
5,172
|
|
|
(2,399
|
)
|
||||
Restricted cash
|
(8,695
|
)
|
|
49,459
|
|
|
|
(16,339
|
)
|
|
(4,190
|
)
|
||||
Deposits
|
38,447
|
|
|
(55,407
|
)
|
|
|
(275
|
)
|
|
(1,566
|
)
|
||||
Other non-current assets
|
24,498
|
|
|
(14,681
|
)
|
|
|
2,956
|
|
|
4,216
|
|
||||
Trade accounts payable
|
6,102
|
|
|
59,242
|
|
|
|
(6,665
|
)
|
|
(1,534
|
)
|
||||
Accrued expenses and other current liabilities
|
(12,207
|
)
|
|
51,053
|
|
|
|
3,680
|
|
|
(31,826
|
)
|
||||
Acquisition-related obligations
|
(22,800
|
)
|
|
(9,300
|
)
|
|
|
—
|
|
|
—
|
|
||||
Asset retirement obligations
|
(2,567
|
)
|
|
(514
|
)
|
|
|
(2,143
|
)
|
|
(3,619
|
)
|
Other non-current liabilities
|
(16,521
|
)
|
|
5,199
|
|
|
|
(15,596
|
)
|
|
(16,270
|
)
|
||||
Net cash provided by operating activities
|
305,565
|
|
|
70,918
|
|
|
|
60,690
|
|
|
150,862
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(83,121
|
)
|
|
(34,497
|
)
|
|
|
(23,433
|
)
|
|
(59,533
|
)
|
||||
Acquisition of mineral rights under federal lease
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(42,130
|
)
|
||||
Proceeds from sale of property, plant and equipment
|
2,579
|
|
|
1,787
|
|
|
|
526
|
|
|
10,503
|
|
||||
Capital contributions to equity affiliates
|
(5,691
|
)
|
|
(2,738
|
)
|
|
|
(2,122
|
)
|
|
(5,874
|
)
|
||||
Cash acquired in acquisition
|
—
|
|
|
51,000
|
|
|
|
—
|
|
|
—
|
|
||||
Purchase of additional ownership interest in equity affiliate
|
(13,293
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Cash paid on sale of Powder River Basin
|
(21,375
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Other, net
|
(406
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Net cash (used in) provided by investing activities
|
(121,307
|
)
|
|
15,552
|
|
|
|
(25,029
|
)
|
|
(97,034
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from borrowings on debt
|
396,000
|
|
|
42,500
|
|
|
|
—
|
|
|
—
|
|
||||
Principal repayments of debt
|
(369,500
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Principal repayments of capital lease obligations
|
(1,009
|
)
|
|
(243
|
)
|
|
|
(42
|
)
|
|
(1,835
|
)
|
||||
Debt issuance costs
|
(14,385
|
)
|
|
(243
|
)
|
|
|
—
|
|
|
—
|
|
||||
Debt extinguishment costs
|
(25,036
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Common stock repurchases and related expenses
|
(49,932
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Debt amendment costs
|
(4,520
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from exercise of warrants
|
352
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Dividend paid
|
(100,735
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Principal repayments of notes payable
|
(1,517
|
)
|
|
(536
|
)
|
|
|
—
|
|
|
—
|
|
||||
Transfers to Alpha
|
—
|
|
|
—
|
|
|
|
(35,780
|
)
|
|
(51,750
|
)
|
||||
Net cash (used in) provided by financing activities
|
(170,282
|
)
|
|
41,478
|
|
|
|
(35,822
|
)
|
|
(53,585
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
13,976
|
|
|
127,948
|
|
|
|
(161
|
)
|
|
243
|
|
||||
Cash and cash equivalents at beginning of period
|
127,948
|
|
|
—
|
|
|
|
269
|
|
|
26
|
|
||||
Cash and cash equivalents at end of period
|
$
|
141,924
|
|
|
$
|
127,948
|
|
|
|
$
|
108
|
|
|
$
|
269
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
40,635
|
|
|
$
|
356
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for income taxes
|
$
|
13,328
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash received from income tax refunds
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
3,915
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital leases and capital financing - equipment
|
$
|
1,574
|
|
|
$
|
3,473
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued capital expenditures
|
$
|
9,408
|
|
|
$
|
4,778
|
|
|
|
$
|
13,376
|
|
|
$
|
17,213
|
|
Issuance of equity in connection with acquisition
|
$
|
—
|
|
|
$
|
44,644
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of 10% Senior Secured First Lien Notes in connection with acquisition
|
$
|
—
|
|
|
$
|
285,936
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of GUC Distribution Note in connection with acquisition
|
$
|
—
|
|
|
$
|
4,208
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of warrants in connection with acquisition
|
$
|
—
|
|
|
$
|
1,167
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Additional Paid-in Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
|
|
Retained Earnings
(Accumulated Deficit)
|
|
Alpha’s Investment
|
|
Total Stockholders’ Equity / Predecessor Business Equity
|
||||||||||||||
|
Common Stock
|
|
|
|
Treasury Stock at Cost
|
|
|
|
|||||||||||||||||||
|
Amount
|
|
|
|
Amount
|
|
|
|
|||||||||||||||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances, December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,717
|
|
|
$
|
—
|
|
|
$
|
(142,362
|
)
|
|
$
|
1,801,987
|
|
|
$
|
1,664,342
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417,560
|
)
|
|
—
|
|
|
(417,560
|
)
|
|||||||
Other comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
(582
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
|||||||
Net distributions to Alpha
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,303
|
)
|
|
(32,303
|
)
|
|||||||
Balances, December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,135
|
|
|
$
|
—
|
|
|
$
|
(559,922
|
)
|
|
$
|
1,769,684
|
|
|
$
|
1,213,897
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,212
|
)
|
|
—
|
|
|
(67,212
|
)
|
|||||||
Other comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||||
Net distributions to Alpha
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,641
|
)
|
|
(26,641
|
)
|
|||||||
Balances, July 25, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,344
|
|
|
$
|
—
|
|
|
$
|
(627,134
|
)
|
|
$
|
1,743,043
|
|
|
$
|
1,120,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Successor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balances, July 26, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock in connection with acquisition
|
100
|
|
|
44,544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,644
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,930
|
)
|
|
—
|
|
|
(10,930
|
)
|
|||||||
Other comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
2,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,087
|
|
|||||||
Stock-based compensation and net issuance of common stock for share vesting
|
3
|
|
|
1,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,423
|
|
|||||||
Balances, December 31, 2016
|
$
|
103
|
|
|
$
|
45,964
|
|
|
$
|
2,087
|
|
|
$
|
—
|
|
|
$
|
(10,930
|
)
|
|
$
|
—
|
|
|
$
|
37,224
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,522
|
|
|
—
|
|
|
154,522
|
|
|||||||
Other comprehensive income (loss), net
|
—
|
|
|
—
|
|
|
(4,035
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,035
|
)
|
|||||||
Stock-based compensation and net issuance of common stock for share vesting
|
4
|
|
|
20,205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,209
|
|
|||||||
Dividend
|
—
|
|
|
(27,132
|
)
|
|
—
|
|
|
—
|
|
|
(73,603
|
)
|
|
—
|
|
|
(100,735
|
)
|
|||||||
Common stock repurchase and related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,040
|
)
|
|
—
|
|
|
—
|
|
|
(50,040
|
)
|
|||||||
Retrospective warrants adjustment
|
—
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
—
|
|
|
35,141
|
|
|||||||
Warrant exercises
|
1
|
|
|
413
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
362
|
|
|||||||
Balances, December 31, 2017
|
$
|
108
|
|
|
$
|
40,616
|
|
|
$
|
(1,948
|
)
|
|
$
|
(50,092
|
)
|
|
$
|
103,964
|
|
|
$
|
—
|
|
|
$
|
92,648
|
|
Predecessor
|
|
||
Balance at December 31, 2014
|
$
|
3,196
|
|
Provision for non-recoupable advance mining royalties
|
243
|
|
|
Write-offs of advance mining royalties
|
(71
|
)
|
|
Balance at December 31, 2015
|
3,368
|
|
|
Provision for non-recoupable advance mining royalties
|
1,862
|
|
|
Balance at July 25, 2016
|
$
|
5,230
|
|
|
|
||
Successor
|
|
||
Balance at July 26, 2016
|
$
|
—
|
|
Provision for non-recoupable advance mining royalties
|
225
|
|
|
Balance at December 31, 2016
|
225
|
|
|
Provision for non-recoupable advance mining royalties
|
629
|
|
|
Write-offs of advance mining royalties
|
(22
|
)
|
|
Balance at December 31, 2017
|
$
|
832
|
|
2018
|
$
|
15,978
|
|
2019
|
1,520
|
|
|
2020
|
960
|
|
|
2021
|
—
|
|
|
Thereafter
|
—
|
|
|
Total net future amortization expense
|
$
|
18,458
|
|
|
Provisional
December 31, 2016
(2)
|
|
Adjustments
(2)
|
|
Final
(2)
|
||||||
Cash and cash equivalents
|
$
|
51,000
|
|
|
$
|
—
|
|
|
$
|
51,000
|
|
Trade accounts receivable
|
68,355
|
|
|
—
|
|
|
68,355
|
|
|||
Inventories
|
43,705
|
|
|
—
|
|
|
43,705
|
|
|||
Assets held for sale
|
2,178
|
|
|
—
|
|
|
2,178
|
|
|||
Prepaid expenses and other current assets
|
36,493
|
|
|
(177
|
)
|
|
36,316
|
|
|||
Property, plant, and equipment
|
348,407
|
|
|
—
|
|
|
348,407
|
|
|||
Other acquired intangibles
|
149,000
|
|
|
—
|
|
|
149,000
|
|
|||
Long-term restricted cash
|
92,800
|
|
|
—
|
|
|
92,800
|
|
|||
Long-term deposits
|
94
|
|
|
—
|
|
|
94
|
|
|||
Other non-current assets
|
3,688
|
|
|
4,417
|
|
|
8,105
|
|
|||
Total assets
|
$
|
795,720
|
|
|
$
|
4,240
|
|
|
$
|
799,960
|
|
|
|
|
|
|
—
|
|
|||||
Current portion of long-term debt
|
$
|
1,112
|
|
|
$
|
—
|
|
|
$
|
1,112
|
|
Trade accounts payable
|
39,993
|
|
|
—
|
|
|
39,993
|
|
|||
Acquisition-related obligations - current
(1)
|
42,235
|
|
|
—
|
|
|
42,235
|
|
|||
Accrued expenses and other current liabilities
|
42,905
|
|
|
(3,339
|
)
|
|
39,566
|
|
|||
Long-term debt
|
11,720
|
|
|
—
|
|
|
11,720
|
|
|||
Acquisition-related obligations - long-term
(1)
|
59,092
|
|
|
—
|
|
|
59,092
|
|
|||
Asset retirement obligations
|
196,487
|
|
|
—
|
|
|
196,487
|
|
|||
Other non-current liabilities
|
58,502
|
|
|
6,568
|
|
|
65,070
|
|
|||
Total liabilities
|
452,046
|
|
|
3,229
|
|
|
455,275
|
|
|||
|
|
|
|
|
—
|
|
|||||
Bargain purchase gain
|
7,719
|
|
|
1,011
|
|
|
8,730
|
|
|||
|
|
|
|
|
—
|
|
|||||
Allocation of purchase price
|
$
|
335,955
|
|
|
$
|
—
|
|
|
$
|
335,955
|
|
(1)
|
See Note 14.
|
(2)
|
Includes the Company’s PRB operations being reported as discontinued operations in the Consolidated Financial Statements.
|
|
Period from January 1, 2016 to July 25, 2016
(1)
|
|
Year Ended December 31, 2015
(1)
|
||||
Total revenues
|
|
|
|
||||
As reported
|
$
|
411,111
|
|
|
$
|
926,021
|
|
Pro forma
|
$
|
411,111
|
|
|
$
|
926,021
|
|
|
|
|
|
||||
Net loss from continuing operations
|
|
|
|
||||
As reported
|
$
|
(61,541
|
)
|
|
$
|
(257,786
|
)
|
Pro forma
|
$
|
(50,209
|
)
|
|
$
|
(257,160
|
)
|
(1)
|
Excludes the Company’s PRB operations being reported as discontinued operations in the Consolidated Financial Statements.
|
Per ton coal price
|
Applicable Percentage
|
≤ $10.00
|
0.1%
|
> $10.00
|
0.2%
|
> $10.10
|
0.3%
|
> $10.20
|
0.4%
|
> $10.30
|
0.5%
|
> $10.40
|
0.6%
|
> $10.50
|
1.0%
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues
|
$
|
346,621
|
|
|
$
|
183,123
|
|
|
|
$
|
196,827
|
|
|
$
|
435,610
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
311,119
|
|
|
$
|
140,803
|
|
|
|
$
|
164,920
|
|
|
$
|
375,234
|
|
Depreciation, depletion and amortization
|
$
|
30,090
|
|
|
$
|
38,005
|
|
|
|
$
|
19,303
|
|
|
$
|
52,918
|
|
Asset impairment and restructuring
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
659
|
|
|
$
|
261,274
|
|
Other non-major expense items, net
|
$
|
5,475
|
|
|
$
|
2,848
|
|
|
|
$
|
12,624
|
|
|
$
|
5,501
|
|
Loss on sale
|
$
|
36,831
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets:
|
|
|
|
|
|
||
Accounts Receivable
|
$
|
20,443
|
|
|
$
|
18,562
|
|
Inventories, net
|
$
|
—
|
|
|
$
|
5,707
|
|
Prepaid expenses and other current assets
|
$
|
18,974
|
|
|
$
|
3,006
|
|
Other current assets
|
$
|
1,081
|
|
|
$
|
—
|
|
Property, plant, and equipment, net
|
$
|
—
|
|
|
$
|
161,031
|
|
Other non-current assets
|
$
|
7,632
|
|
|
$
|
2,148
|
|
|
|
|
|
||||
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||
Trade accounts payable, accrued expenses and other current liabilities
|
$
|
54,114
|
|
|
$
|
42,855
|
|
Other current liabilities
|
$
|
—
|
|
|
$
|
733
|
|
Asset retirement obligations
|
$
|
—
|
|
|
$
|
108,334
|
|
Other non-current liabilities
|
$
|
7,762
|
|
|
$
|
12,787
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Depreciation, depletion and amortization
|
$
|
30,090
|
|
|
$
|
38,005
|
|
|
|
$
|
19,303
|
|
|
$
|
52,918
|
|
Capital expenditures
|
$
|
(10,420
|
)
|
|
$
|
(11,123
|
)
|
|
|
$
|
(8,071
|
)
|
|
$
|
(14,839
|
)
|
Acquisition of mineral rights under federal lease
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(42,130
|
)
|
Other significant operating non-cash items related to discontinued operations:
|
|
|
|
|
|
|
|
|
||||||||
Mark-to-market adjustments for derivatives
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
4,683
|
|
Accretion of asset retirement obligations
|
$
|
11,341
|
|
|
$
|
6,019
|
|
|
|
$
|
7,400
|
|
|
$
|
12,202
|
|
Asset impairment and restructuring
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
659
|
|
|
$
|
261,274
|
|
|
Successor
|
||||||||||||||
|
Balance
January 1, 2017
|
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
December 31, 2017
|
||||||||
Employee benefit costs
|
$
|
2,087
|
|
|
$
|
(3,832
|
)
|
|
$
|
(203
|
)
|
|
$
|
(1,948
|
)
|
|
Successor
|
||||||||||||||
|
Balance
July 26, 2016
|
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
December 31, 2016
|
||||||||
Employee benefit costs
|
$
|
—
|
|
|
$
|
2,087
|
|
|
$
|
—
|
|
|
$
|
2,087
|
|
|
Predecessor
|
||||||||||||||
|
Balance
January 1, 2016
|
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
July 25, 2016
|
||||||||
Employee benefit costs
|
$
|
4,135
|
|
|
$
|
(2,188
|
)
|
|
$
|
2,397
|
|
|
$
|
4,344
|
|
|
Predecessor
|
||||||||||||||
|
Balance
January 1, 2015
|
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
December 31, 2015
|
||||||||
Employee benefit costs
|
$
|
5,730
|
|
|
$
|
(1,872
|
)
|
|
$
|
277
|
|
|
$
|
4,135
|
|
Cash flow hedges
|
(1,013
|
)
|
|
—
|
|
|
1,013
|
|
|
—
|
|
||||
|
$
|
4,717
|
|
|
$
|
(1,872
|
)
|
|
$
|
1,290
|
|
|
$
|
4,135
|
|
Details about accumulated other comprehensive income (loss) components
|
Amounts reclassified from accumulated other comprehensive (loss) income
|
Affected line item in the Statements of Operations
|
||||||||||||||||
Successor
|
|
|
Predecessor
|
|||||||||||||||
Year Ended
December 31, 2017
|
|
Period from
July 26, 2016 to December 31, 2016
|
|
|
Period from
July 1, 2016 to
July 25, 2016
|
|
Year Ended December 31, 2015
|
|||||||||||
Employee benefit costs:
|
|
|
|
|
|
|
|
|
|
|||||||||
Amortization of actuarial (gain) loss
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
206
|
|
|
$
|
121
|
|
(1)
|
|
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
|
824
|
|
|
181
|
|
(1)
|
|||||
Curtailment loss
|
—
|
|
|
—
|
|
|
|
2,712
|
|
|
—
|
|
(1)
|
|||||
Total before income tax
|
(203
|
)
|
|
—
|
|
|
|
3,742
|
|
|
302
|
|
|
|||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
|
(1,345
|
)
|
|
(25
|
)
|
Income tax (expense) benefit
|
|||||
Total, net of income tax
|
$
|
(203
|
)
|
|
$
|
—
|
|
|
|
$
|
2,397
|
|
|
$
|
277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|||||||||
Commodity swaps - diesel fuel
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
1,455
|
|
Cost of coal sales
|
|
Total before income tax
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,455
|
|
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(442
|
)
|
Income tax (expense) benefit
|
|||||
Total, net of income tax
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
1,013
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs for black lung. See Note 20.
|
|
Successor
|
||||||
|
Year Ended December 31, 2017
|
|
Period from
July 26, 2016 to
December 31, 2016
|
||||
Net income (loss)
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
173,735
|
|
|
$
|
(11,846
|
)
|
(Loss) income from discontinued operations
|
(19,213
|
)
|
|
916
|
|
||
Net income (loss)
|
$
|
154,522
|
|
|
$
|
(10,930
|
)
|
|
|
|
|
||||
Basic
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
10,216,464
|
|
|
10,309,310
|
|
||
|
|
|
|
||||
Basic income (loss) per common share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
17.01
|
|
|
$
|
(1.15
|
)
|
(Loss) income from discontinued operations
|
(1.89
|
)
|
|
0.09
|
|
||
Net income (loss)
|
$
|
15.12
|
|
|
$
|
(1.06
|
)
|
|
|
|
|
||||
Diluted
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
10,216,464
|
|
|
10,309,310
|
|
||
Diluted effect of warrants
|
170,178
|
|
|
—
|
|
||
Diluted effect of stock options
|
274,456
|
|
|
—
|
|
||
Diluted effect of restricted share units and restricted stock shares
|
108,907
|
|
|
—
|
|
||
Weighted average common shares outstanding - diluted
|
10,770,005
|
|
|
10,309,310
|
|
||
|
|
|
|
||||
Diluted income (loss) per common share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
16.13
|
|
|
$
|
(1.15
|
)
|
(Loss) income from discontinued operations
|
(1.78
|
)
|
|
0.09
|
|
||
Net income (loss)
|
$
|
14.35
|
|
|
$
|
(1.06
|
)
|
|
Successor
|
||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Raw coal
|
$
|
7,003
|
|
|
$
|
5,055
|
|
Saleable coal
|
55,357
|
|
|
58,056
|
|
||
Materials, supplies and other, net
|
7,201
|
|
|
6,581
|
|
||
Total inventories, net
|
$
|
69,561
|
|
|
$
|
69,692
|
|
|
Successor
|
||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Prepaid freight
|
$
|
9,374
|
|
|
$
|
9,065
|
|
Deferred longwall move expenses
|
13,062
|
|
|
5,264
|
|
||
Other non-trade receivables
|
591
|
|
|
4,146
|
|
||
Prepaid insurance
|
2,401
|
|
|
2,018
|
|
||
Prepaid property tax
|
2,240
|
|
|
2,804
|
|
||
Refundable income taxes
|
21,175
|
|
|
1,305
|
|
||
Prepaid bond premium
|
1,142
|
|
|
762
|
|
||
Other prepaid expenses
|
9,708
|
|
|
9,119
|
|
||
Total prepaid expenses and other current assets
|
$
|
59,693
|
|
|
$
|
34,483
|
|
|
Successor
|
||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Plant and mining equipment
|
$
|
153,951
|
|
|
$
|
100,945
|
|
Owned and leased mineral rights
(1)
|
23,139
|
|
|
23,904
|
|
||
Mine development
|
19,460
|
|
|
1,035
|
|
||
Land
|
10,252
|
|
|
9,258
|
|
||
Office equipment, software and other
|
483
|
|
|
420
|
|
||
Construction in progress
|
35,749
|
|
|
33,948
|
|
||
Total property, plant, and equipment
|
243,034
|
|
|
169,510
|
|
||
Less accumulated depreciation, depletion and amortization
|
46,455
|
|
|
13,528
|
|
||
Total property, plant, and equipment, net
|
$
|
196,579
|
|
|
$
|
155,982
|
|
(1)
|
Amounts primarily relate to asset retirement obligation assets associated with active mining operations.
|
|
Successor
|
||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Wages and benefits
|
$
|
35,988
|
|
|
$
|
28,676
|
|
Taxes other than income taxes
|
3,478
|
|
|
4,887
|
|
||
Income taxes
|
—
|
|
|
201
|
|
||
Current portion of asset retirement obligations
|
6,771
|
|
|
4,298
|
|
||
Freight accrual
|
2,109
|
|
|
3,006
|
|
||
Interest payable
|
219
|
|
|
13,574
|
|
||
Deferred revenue
|
200
|
|
|
3,780
|
|
||
Other
|
10,006
|
|
|
6,957
|
|
||
Total accrued expenses and other current liabilities
|
$
|
58,771
|
|
|
$
|
65,379
|
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Term Loan Credit Facility - due March 2024
|
$
|
387,000
|
|
|
$
|
—
|
|
Term Facility - due July 2020
|
—
|
|
|
42,500
|
|
||
LC Facility
|
—
|
|
|
—
|
|
||
Closing Tranche Term Loan - due January 2018
|
—
|
|
|
8,500
|
|
||
GUC Distribution Note - due January 2018
|
—
|
|
|
5,500
|
|
||
10% Senior Secured First Lien Notes - due August 2021
|
—
|
|
|
300,000
|
|
||
Other
|
3,768
|
|
|
4,857
|
|
||
Debt discount and issuance costs
|
(18,065
|
)
|
|
(14,363
|
)
|
||
Total long-term debt
|
372,703
|
|
|
346,994
|
|
||
Less current portion
|
(10,730
|
)
|
|
(1,591
|
)
|
||
Long-term debt, net of current portion
|
$
|
361,973
|
|
|
$
|
345,403
|
|
2018
|
$
|
10,730
|
|
2019
|
4,308
|
|
|
2020
|
4,033
|
|
|
2021
|
4,020
|
|
|
2022
|
4,000
|
|
|
Thereafter
(1)
|
363,677
|
|
|
Total long-term debt
|
$
|
390,768
|
|
(
1)
|
Includes principal payments on the Term Loan Credit Facility of $4,000 and $359,677 for the year ended December 31, 2023 and December 31, 2024, respectively.
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Retiree Committee VEBA Funding Settlement Liability
|
$
|
7,000
|
|
|
$
|
10,000
|
|
UMWA Funds Settlement Liability
|
7,000
|
|
|
7,500
|
|
||
UMWA VEBA Funding Settlement Liability
|
—
|
|
|
9,300
|
|
||
UMWA Contingent VEBA Funding Note 1
|
—
|
|
|
8,750
|
|
||
UMWA Contingent VEBA Funding Note 2
|
—
|
|
|
8,750
|
|
||
Reclamation Funding Liability
|
32,000
|
|
|
42,000
|
|
||
Contingent Reclamation Funding Liability
(1)
|
—
|
|
|
20,370
|
|
||
Contingent Credit Support Commitment
(1)
|
—
|
|
|
4,567
|
|
||
Other
|
580
|
|
|
2,261
|
|
||
Discount
|
(11,168
|
)
|
|
(27,152
|
)
|
||
Total acquisition-related obligations - long-term
|
35,412
|
|
|
86,346
|
|
||
Less current portion
|
(15,080
|
)
|
|
(27,258
|
)
|
||
Acquisition-related obligations, net of current portion
|
$
|
20,332
|
|
|
$
|
59,088
|
|
(1)
|
Measured using the fair value option. See Note 17 for further disclosures on fair value.
|
Predecessor
|
|
||
Total asset retirement obligations at December 31, 2015
|
$
|
47,598
|
|
Accretion for the period
|
5,005
|
|
|
Asset sales
|
(53
|
)
|
|
Revisions in estimated cash flows
|
(22
|
)
|
|
Expenditures for the period
|
(2,126
|
)
|
|
Total asset retirement obligations at July 25, 2016
|
$
|
50,402
|
|
|
|
||
Successor
|
|
||
Total asset retirement obligations at July 26, 2016
|
$
|
89,474
|
|
Accretion for the period
|
4,800
|
|
|
Revisions in estimated cash flows
(1)
|
(10,698
|
)
|
|
Expenditures for the period
|
(514
|
)
|
|
Total asset retirement obligations at December 31, 2016
|
$
|
83,062
|
|
Accretion for the period
|
9,934
|
|
|
Sites added during the period
|
356
|
|
|
Revisions in estimated cash flows
(2)
|
(4,419
|
)
|
Expenditures for the period
|
(2,567
|
)
|
|
Reclassification to liabilities held for sale
(3)
|
(27,161
|
)
|
|
Total asset retirement obligations at December 31, 2017
|
$
|
59,205
|
|
Less current portion
|
(6,771
|
)
|
|
Long-term portion
|
$
|
52,434
|
|
(1)
|
This amount includes a reduction of approximately ($7,600), primarily related to revisions in estimated stream restoration costs within NAPP, which was recorded as a reduction to depreciation, depletion, and amortization in the Statements of Operations for the period from July 26, 2016 to December 31, 2016.
|
(2)
|
The revisions in estimated cash flows were primarily comprised of ($6,360) in mine life extensions within NAPP and added reserves within CAPP (of which approximately ($1,700) was recorded to depreciation, depletion, and amortization), offset by $2,744 in discount rate adjustments.
|
(3)
|
See Note 2 for further information on liabilities held for sale.
|
|
Successor
|
||||||
|
December 31,
2017 |
|
December 31,
2016 |
||||
Warrants
(1)
|
$
|
—
|
|
|
$
|
35,141
|
|
Workers’ compensation obligations
|
23,619
|
|
|
17,008
|
|
||
Black lung obligations
|
18,039
|
|
|
13,386
|
|
||
Life insurance benefits
|
11,806
|
|
|
11,687
|
|
||
Taxes other than income taxes
|
—
|
|
|
5,588
|
|
||
Other
|
5,812
|
|
|
3,731
|
|
||
Total other non-current liabilities
|
$
|
59,276
|
|
|
$
|
86,541
|
|
(1)
|
See Note 18.
|
|
Successor
|
||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Term Loan Credit Facility - due March 2024
|
$
|
368,935
|
|
|
$
|
363,401
|
|
|
$
|
363,401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Term Facility - due July 2020
|
$
|
42,164
|
|
|
$
|
42,164
|
|
|
$
|
—
|
|
|
$
|
42,164
|
|
|
$
|
—
|
|
Closing Tranche Term Loan - due January 2018
|
8,500
|
|
|
8,500
|
|
|
—
|
|
|
—
|
|
|
8,500
|
|
|||||
GUC Distribution Note - due January 2018
|
4,546
|
|
|
4,967
|
|
|
—
|
|
|
—
|
|
|
4,967
|
|
|||||
10% Senior Secured First Lien Notes - due August 2021
|
286,927
|
|
|
320,625
|
|
|
320,625
|
|
|
—
|
|
|
—
|
|
|||||
Total long-term debt
|
$
|
342,137
|
|
|
$
|
376,256
|
|
|
$
|
320,625
|
|
|
$
|
42,164
|
|
|
$
|
13,467
|
|
(1)
|
Net of debt discounts and debt issuance costs.
|
|
Successor
|
||||||||||||||||||
|
December 31, 2017
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value |
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Retiree Committee VEBA Funding
Settlement Liability
|
$
|
6,290
|
|
|
$
|
6,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,692
|
|
UMWA Funds Settlement Liability
|
4,366
|
|
|
5,654
|
|
|
—
|
|
|
—
|
|
|
5,654
|
|
|||||
Reclamation Funding Liability
|
24,176
|
|
|
28,365
|
|
|
—
|
|
|
—
|
|
|
28,365
|
|
|||||
Total acquisition-related obligations
|
$
|
34,832
|
|
|
$
|
40,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,711
|
|
|
Successor
|
||||||||||||||||||
|
December 31, 2016
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value |
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Retiree Committee VEBA Funding Settlement Liability
|
$
|
8,260
|
|
|
$
|
8,937
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,937
|
|
UMWA Funds Settlement Liability
|
4,050
|
|
|
5,100
|
|
|
—
|
|
|
—
|
|
|
5,100
|
|
|||||
UMWA VEBA Funding Settlement Liability
|
9,037
|
|
|
9,156
|
|
|
—
|
|
|
—
|
|
|
9,156
|
|
|||||
UMWA Contingent VEBA Funding Note 1
|
4,307
|
|
|
5,381
|
|
|
—
|
|
|
—
|
|
|
5,381
|
|
|||||
UMWA Contingent VEBA Funding Note 2
|
4,270
|
|
|
5,206
|
|
|
—
|
|
|
—
|
|
|
5,206
|
|
|||||
Reclamation Funding Liability
|
29,223
|
|
|
33,549
|
|
|
—
|
|
|
—
|
|
|
33,549
|
|
|||||
Total acquisition-related obligations
|
$
|
59,147
|
|
|
$
|
67,329
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67,329
|
|
(1)
|
Net of discounts.
|
|
Successor
|
||||||||||||||
|
December 31, 2016
(3)
|
||||||||||||||
|
Total Fair
Value |
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Warrants
(1)
|
$
|
35,141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,141
|
|
Contingent Credit Support Commitment
(2)
|
$
|
4,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,567
|
|
Contingent Reclamation Funding Liability
(2)
|
$
|
20,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,370
|
|
(1)
|
See Note 18.
|
(2)
|
See Note 14 for further disclosures on these acquisition-related obligations and their mark-to-market effect on earnings.
|
(3)
|
Balances were $0 as of December 31, 2017.
|
|
Successor
|
||||||||||||||||||
|
December 31, 2016 Balance
|
|
Loss Recognized in Earnings
|
|
Gain Recognized on Settlement
|
|
Transfer in (out) of Level 3 fair value hierarchy
|
|
December 31, 2017 Balance
|
||||||||||
Contingent Credit Support Commitment
|
$
|
4,567
|
|
|
$
|
686
|
|
|
$
|
(5,253
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent Reclamation Funding Liability
|
$
|
20,370
|
|
|
$
|
2,536
|
|
|
$
|
(22,906
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
||||||||||||||||||
|
July 26, 2016 Balance
|
|
Purchases/ Additions
|
|
Loss (Gain) Recognized in Earnings
|
|
Transfer in (out) of Level 3 fair value hierarchy
|
|
December 31, 2016 Balance
|
||||||||||
Warrants
(1)
|
$
|
—
|
|
|
$
|
1,166
|
|
|
$
|
33,975
|
|
|
$
|
—
|
|
|
$
|
35,141
|
|
Contingent Credit Support Commitment
|
$
|
—
|
|
|
$
|
21,953
|
|
|
$
|
(17,386
|
)
|
|
$
|
—
|
|
|
$
|
4,567
|
|
Contingent Reclamation Funding Liability
|
$
|
—
|
|
|
$
|
13,600
|
|
|
$
|
6,770
|
|
|
$
|
—
|
|
|
$
|
20,370
|
|
(1)
|
See Note 18.
|
|
|
|
|
Liability Derivatives
|
||||||
|
|
|
|
Successor
|
||||||
Derivatives not designated as
cash flow hedging instruments
|
|
Statement of Financial Position Location
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Warrants
|
|
Other non-current liabilities
|
|
$
|
—
|
|
|
$
|
35,141
|
|
(1)
|
Amounts included in Discontinued Operations in the Statements of Operations.
|
(2)
|
Net of tax.
|
Gain (loss) recorded in earnings
|
|||||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
Derivatives not designated as
cash flow hedging instruments
|
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to
December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Commodity swaps
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
3,081
|
|
Warrants
(2)
|
|
—
|
|
|
(33,975
|
)
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
(33,975
|
)
|
|
|
$
|
—
|
|
|
$
|
3,081
|
|
(1)
|
Amounts are recorded in other expenses within costs and expenses in the Statements of Operations.
|
(2)
|
Amount is recorded as a component of other (expense) income in the Statement of Operations.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||||||
Continuing operations
|
$
|
(67,979
|
)
|
|
$
|
(1,920
|
)
|
|
|
$
|
(39,881
|
)
|
|
$
|
(155,052
|
)
|
Discontinued operations
|
(17,681
|
)
|
|
551
|
|
|
|
4,992
|
|
|
(99,543
|
)
|
||||
|
$
|
(85,660
|
)
|
|
$
|
(1,369
|
)
|
|
|
$
|
(34,889
|
)
|
|
$
|
(254,595
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||||||
Current tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
10,078
|
|
|
$
|
(390
|
)
|
|
|
$
|
—
|
|
|
$
|
(10,740
|
)
|
State
|
687
|
|
|
180
|
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
10,765
|
|
|
$
|
(210
|
)
|
|
|
$
|
—
|
|
|
$
|
(10,740
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(78,744
|
)
|
|
$
|
(1,628
|
)
|
|
|
$
|
(29,961
|
)
|
|
$
|
(136,591
|
)
|
State
|
—
|
|
|
(82
|
)
|
|
|
(9,920
|
)
|
|
(7,721
|
)
|
||||
|
$
|
(78,744
|
)
|
|
$
|
(1,710
|
)
|
|
|
$
|
(39,881
|
)
|
|
$
|
(144,312
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Total income tax (benefit) expense:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(68,666
|
)
|
|
$
|
(2,018
|
)
|
|
|
$
|
(29,961
|
)
|
|
$
|
(147,331
|
)
|
State
|
687
|
|
|
98
|
|
|
|
(9,920
|
)
|
|
(7,721
|
)
|
||||
|
$
|
(67,979
|
)
|
|
$
|
(1,920
|
)
|
|
|
$
|
(39,881
|
)
|
|
$
|
(155,052
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||||||
Federal statutory income tax expense (benefit)
|
$
|
37,015
|
|
|
$
|
(4,818
|
)
|
|
|
$
|
(35,497
|
)
|
|
$
|
(144,494
|
)
|
Increase (reductions) in taxes due to:
|
|
|
|
|
|
|
|
|
||||||||
Percentage depletion allowance
|
(5,164
|
)
|
|
(1,096
|
)
|
|
|
(5,209
|
)
|
|
(13,435
|
)
|
||||
Federal tax rate change
|
179,825
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Estimated sequestration reduction
|
5,640
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
State taxes, net of federal tax impact
|
1,059
|
|
|
(226
|
)
|
|
|
(1,365
|
)
|
|
(8,565
|
)
|
||||
State tax rate and NOL change, net of federal tax benefit
|
(4,705
|
)
|
|
—
|
|
|
|
(5,151
|
)
|
|
3,455
|
|
||||
Change in valuation allowances
|
(280,094
|
)
|
|
(8,950
|
)
|
|
|
69
|
|
|
91
|
|
||||
Non-taxable bargain purchase gain
|
(354
|
)
|
|
(2,702
|
)
|
|
|
—
|
|
|
—
|
|
||||
Non-deductible mark-to-market adjustment - warrant derivative
|
—
|
|
|
11,891
|
|
|
|
—
|
|
|
—
|
|
||||
Non-deductible transaction costs
|
—
|
|
|
—
|
|
|
|
6,962
|
|
|
3,557
|
|
||||
Stock-based compensation
|
(1,144
|
)
|
|
—
|
|
|
|
—
|
|
|
3,861
|
|
||||
Charitable contribution carryforward expiration
|
—
|
|
|
3,537
|
|
|
|
—
|
|
|
—
|
|
||||
Other, net
|
(57
|
)
|
|
444
|
|
|
|
310
|
|
|
478
|
|
||||
Income tax benefit
|
$
|
(67,979
|
)
|
|
$
|
(1,920
|
)
|
|
|
$
|
(39,881
|
)
|
|
$
|
(155,052
|
)
|
|
Successor
|
||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Property, plant and mineral reserves
|
$
|
65,618
|
|
|
$
|
283,301
|
|
Asset retirement obligations
|
19,365
|
|
|
16,362
|
|
||
Reserves and accruals not currently deductible
|
8,362
|
|
|
6,206
|
|
||
Workers’ compensation benefit obligations
|
12,502
|
|
|
16,488
|
|
||
Equity method investments
|
3,176
|
|
|
5,079
|
|
||
Charitable contribution carryforwards
|
11,312
|
|
|
20,808
|
|
||
Alternative minimum tax credit carryforwards
|
78,744
|
|
|
91,973
|
|
||
Loss carryforwards, net of Section 382 limitation
|
175,846
|
|
|
125,536
|
|
||
Acquisition-related obligations
|
7,383
|
|
|
—
|
|
||
Other
|
6,022
|
|
|
4,535
|
|
||
Gross deferred tax assets
|
388,330
|
|
|
570,288
|
|
||
Less valuation allowance
|
(298,892
|
)
|
|
(531,054
|
)
|
||
Deferred tax assets
|
$
|
89,438
|
|
|
$
|
39,234
|
|
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangibles, net
|
$
|
(4,273
|
)
|
|
$
|
(31,493
|
)
|
Prepaid expenses
|
(5,186
|
)
|
|
(5,378
|
)
|
||
Acquisition-related obligations
|
—
|
|
|
(2,043
|
)
|
||
Other
|
(1,235
|
)
|
|
(320
|
)
|
||
Total deferred tax liabilities
|
(10,694
|
)
|
|
(39,234
|
)
|
||
Net deferred tax assets
|
$
|
78,744
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||||||
Valuation allowance beginning of period
|
$
|
531,054
|
|
|
$
|
539,856
|
|
|
|
$
|
153
|
|
|
$
|
62
|
|
(Decrease) increase in valuation allowance recorded to income tax expense (benefit)
|
(288,177
|
)
|
|
(8,802
|
)
|
|
|
3,143
|
|
|
91
|
|
||||
(Decrease) increase in valuation allowance not affecting income tax expense
|
56,015
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Valuation allowance end of period
|
$
|
298,892
|
|
|
$
|
531,054
|
|
|
|
$
|
3,296
|
|
|
$
|
153
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
|
||||||
Accumulated benefit obligation at beginning of period
|
$
|
13,501
|
|
|
$
|
15,158
|
|
|
|
$
|
28,309
|
|
Service cost
|
651
|
|
|
300
|
|
|
|
353
|
|
|||
Interest cost
|
633
|
|
|
225
|
|
|
|
703
|
|
|||
Actuarial loss (gain)
|
3,661
|
|
|
(2,182
|
)
|
|
|
4,113
|
|
|||
Benefits paid
|
(76
|
)
|
|
—
|
|
|
|
(838
|
)
|
|||
Curtailments
|
—
|
|
|
—
|
|
|
|
(696
|
)
|
|||
Accumulated benefit obligation at end of period
|
$
|
18,370
|
|
|
$
|
13,501
|
|
|
|
$
|
31,944
|
|
Change in fair value of plan assets:
|
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1,831
|
|
Actual return on plan assets
|
—
|
|
|
—
|
|
|
|
29
|
|
|||
Benefits paid
|
(76
|
)
|
|
—
|
|
|
|
(838
|
)
|
|||
Employer contributions
|
76
|
|
|
—
|
|
|
|
838
|
|
|||
Fair value of plan assets at end of period
(1)
|
—
|
|
|
—
|
|
|
|
1,860
|
|
|||
Funded status
|
$
|
(18,370
|
)
|
|
$
|
(13,501
|
)
|
|
|
$
|
(30,084
|
)
|
Accrued benefit cost at end of period
|
$
|
(18,370
|
)
|
|
$
|
(13,501
|
)
|
|
|
$
|
(30,084
|
)
|
Summary of accrued benefit cost at end of period:
|
|
|
|
|
|
|
||||||
Continuing operations
|
(18,241
|
)
|
|
(13,386
|
)
|
|
|
(27,324
|
)
|
|||
Discontinued operations
|
(129
|
)
|
|
(115
|
)
|
|
|
(2,760
|
)
|
|||
Total accrued benefit cost at end of period
|
$
|
(18,370
|
)
|
|
$
|
(13,501
|
)
|
|
|
$
|
(30,084
|
)
|
(1)
|
Assets of the plan during the Predecessor period were held in a Section 501(c)(21) tax-exempt trust fund and consisted primarily of government debt securities. All assets were classified as Level 1 and valued based on quoted market prices.
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Current liabilities
|
$
|
202
|
|
|
$
|
—
|
|
Current liabilities - discontinued operations
|
—
|
|
|
—
|
|
||
Long-term liabilities
|
18,039
|
|
|
13,386
|
|
||
Long-term liabilities - discontinued operations
|
129
|
|
|
115
|
|
||
|
$
|
18,370
|
|
|
$
|
13,501
|
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Net actuarial loss (gain)
|
$
|
1,628
|
|
|
$
|
(2,182
|
)
|
Accumulated other comprehensive loss (income)
|
$
|
1,628
|
|
|
$
|
(2,182
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||||||
Service cost
|
$
|
651
|
|
|
$
|
300
|
|
|
|
$
|
353
|
|
|
$
|
394
|
|
Interest cost
|
633
|
|
|
225
|
|
|
|
703
|
|
|
865
|
|
||||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
|
(27
|
)
|
|
(39
|
)
|
||||
Amortization of net actuarial (gain) loss
|
(149
|
)
|
|
—
|
|
|
|
206
|
|
|
121
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
|
824
|
|
|
181
|
|
||||
Curtailment loss
|
—
|
|
|
—
|
|
|
|
2,712
|
|
|
—
|
|
||||
Net periodic expense
|
$
|
1,135
|
|
|
$
|
525
|
|
|
|
$
|
4,771
|
|
|
$
|
1,522
|
|
Summary net periodic expense:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1,125
|
|
|
$
|
521
|
|
|
|
$
|
4,639
|
|
|
$
|
1,312
|
|
Discontinued operations
|
10
|
|
|
4
|
|
|
|
132
|
|
|
210
|
|
||||
Total net periodic expense
|
$
|
1,135
|
|
|
$
|
525
|
|
|
|
$
|
4,771
|
|
|
$
|
1,522
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||||||
Actuarial loss (gain)
|
$
|
3,661
|
|
|
$
|
(2,182
|
)
|
|
|
$
|
3,415
|
|
|
$
|
(6,818
|
)
|
Amortization of net actuarial gain (loss)
|
149
|
|
|
—
|
|
|
|
(206
|
)
|
|
(121
|
)
|
||||
Prior service cost
|
—
|
|
|
—
|
|
|
|
—
|
|
|
8,854
|
|
||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
|
(824
|
)
|
|
(181
|
)
|
||||
Curtailment loss (gain)
|
—
|
|
|
—
|
|
|
|
(2,712
|
)
|
|
—
|
|
||||
Total recognized in other comprehensive loss (income)
|
$
|
3,810
|
|
|
$
|
(2,182
|
)
|
|
|
$
|
(327
|
)
|
|
$
|
1,734
|
|
Total recognized in net periodic benefit cost and other comprehensive loss (income)
|
$
|
4,945
|
|
|
$
|
(1,657
|
)
|
|
|
$
|
4,444
|
|
|
$
|
3,256
|
|
|
Successor
|
||||
|
December 31, 2017
|
|
December 31, 2016
|
||
Discount rate
|
3.71
|
%
|
|
4.27
|
%
|
Federal black lung benefit trend rate
|
2.50
|
%
|
|
2.50
|
%
|
Black lung medical benefit trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Black lung benefit expense inflation rate
|
2.50
|
%
|
|
2.50
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31,
2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31,
2015
|
||||
Discount rate for benefit obligations
|
4.29
|
%
|
|
3.62
|
%
|
|
|
3.90
|
%
|
|
4.02
|
%
|
Discount rate for service cost
|
4.32
|
%
|
|
3.66
|
%
|
|
|
N/A
|
|
|
N/A
|
|
Discount rate for interest cost
|
4.20
|
%
|
|
3.49
|
%
|
|
|
N/A
|
|
|
N/A
|
|
Federal black lung benefit trend rate
|
2.50
|
%
|
|
2.50
|
%
|
|
|
3.00
|
%
|
|
3.00
|
%
|
Black lung medical benefit trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
|
N/A
|
|
|
N/A
|
|
Black lung benefit expense inflation rate
|
2.50
|
%
|
|
2.50
|
%
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on plan assets
|
N/A
|
|
|
N/A
|
|
|
|
2.50
|
%
|
|
2.50
|
%
|
Year ending December 31:
|
|
||
2018
|
$
|
202
|
|
2019
|
13
|
|
|
2020
|
13
|
|
|
2021
|
13
|
|
|
2022
|
103
|
|
|
2023-2027
|
2,876
|
|
|
|
$
|
3,220
|
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Change in benefit obligation:
|
|
|
|
||||
Accumulated benefit obligation at beginning of period
|
$
|
12,553
|
|
|
$
|
13,628
|
|
Interest cost
|
406
|
|
|
148
|
|
||
Actuarial loss (gain)
|
171
|
|
|
(1,086
|
)
|
||
Benefits paid
|
(490
|
)
|
|
(137
|
)
|
||
Accumulated benefit obligation at end of period
|
$
|
12,640
|
|
|
$
|
12,553
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Benefits paid
(1)
|
(490
|
)
|
|
(137
|
)
|
||
Employer contributions
(1)
|
490
|
|
|
137
|
|
||
Fair value of plan assets at end of period
|
$
|
—
|
|
|
$
|
—
|
|
Funded status
|
(12,640
|
)
|
|
(12,553
|
)
|
||
Accrued benefit cost at end of year
|
$
|
(12,640
|
)
|
|
$
|
(12,553
|
)
|
|
|
|
|
||||
Amounts recognized in the consolidated balance sheets:
|
|
|
|
||||
Current liabilities
|
$
|
834
|
|
|
$
|
866
|
|
Long-term liabilities
|
11,806
|
|
|
11,687
|
|
||
|
$
|
12,640
|
|
|
$
|
12,553
|
|
(1)
|
Amount is comprised of premium payments to commercial life insurance provider.
|
|
Successor
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Net actuarial gain
|
$
|
(861
|
)
|
|
$
|
(1,086
|
)
|
Accumulated other comprehensive income
|
$
|
(861
|
)
|
|
$
|
(1,086
|
)
|
|
Successor
|
||||||
|
Year Ended December 31, 2017
|
|
Period from
July 26, 2016 to
December 31, 2016
|
||||
Interest cost
|
$
|
406
|
|
|
$
|
148
|
|
Amortization of net actuarial (gain) loss
|
(54
|
)
|
|
—
|
|
||
Net periodic expense
|
$
|
352
|
|
|
$
|
148
|
|
|
Successor
|
||||||
|
Year Ended December 31, 2017
|
|
Period from
July 26, 2016 to
December 31, 2016
|
||||
Actuarial loss (gain)
|
$
|
171
|
|
|
$
|
(1,086
|
)
|
Amortization of net actuarial gain (loss)
|
54
|
|
|
—
|
|
||
Total recognized in other comprehensive income (loss)
|
$
|
225
|
|
|
$
|
(1,086
|
)
|
|
Successor
|
||||
|
2017
|
|
2016
|
||
Discount rate
|
3.56
|
%
|
|
4.03
|
%
|
|
Successor
|
||
|
Year Ended
December 31, 2017
|
|
Period from
July 26, 2016 to
December 31, 2016
|
Discount rate for benefit obligations
|
4.03%
|
|
3.36%
|
Discount rate for interest cost
|
3.18%
|
|
2.71%
|
Year ending December 31:
|
|
||
2018
|
$
|
834
|
|
2019
|
750
|
|
|
2020
|
698
|
|
|
2021
|
685
|
|
|
2022
|
676
|
|
|
2023-2027
|
3,259
|
|
|
|
$
|
6,902
|
|
|
Successor
|
||
|
Year Ended December 31, 2017
|
||
Stock price
|
$
|
65.50
|
|
Exercise price
|
$
|
66.13
|
|
Expected term
(1)
|
6.00
|
|
|
Annual risk-free interest rate
(2)
|
2.18
|
%
|
|
Annualized volatility
(3)
|
60.9
|
%
|
(1)
|
The expected term represents the period of time that awards granted are expected to be outstanding.
|
(2)
|
The annual risk-free interest rate is based on the U.S. Constant Maturity Curve with a term equal to the award’s expected term on date of grant.
|
(3)
|
The annualized volatility is calculated by observing volatilities for comparable companies with adjustments for the Company’s size and leverage.
|
Total equity value
|
$44,644
|
Strike price
|
$2.50 per share and $5.00 per share for the fixed strike prices and the VWAP options, respectively
|
Expected life
|
The expected life was estimated by using the mid-point between the earliest time to exercise and the contractual expiration date
|
Volatility
|
85.0%
|
Cost of equity
|
40.0%
|
Risk-free rate
|
Estimated based on the U.S. Constant Maturity Treasury yield curve as of the Acquisition Date and linear interpolation to match for the respective term
|
Discount for lack of marketability
|
41.0% using the protective put method
|
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Non-vested shares outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
309,310
|
|
|
$
|
2.50
|
|
Vested
|
(309,310
|
)
|
|
$
|
2.50
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
437,450
|
|
|
$
|
65.55
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2017
|
437,450
|
|
|
$
|
65.55
|
|
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
Non-vested shares outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
28,122
|
|
|
$
|
16.00
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2016
|
28,122
|
|
|
$
|
16.00
|
|
Granted
|
5,504
|
|
|
$
|
73.37
|
|
Vested
|
(28,122
|
)
|
|
$
|
16.00
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2017
|
5,504
|
|
|
$
|
73.37
|
|
|
Number of
Shares
|
|
Weighted-
Average
Fair Value
(1)
|
|||
Non-vested shares outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
6,700
|
|
|
$
|
62.55
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at December 31, 2017
|
6,700
|
|
|
$
|
59.38
|
|
(1)
|
The time-based cash units are accounted for as liability awards. Therefore, the weighted-average fair value is calculated using the Company's stock price at the respective granted date.
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
||||
Outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
|
|
|
Granted
|
145,648
|
|
|
$
|
2.50
|
|
|
10.00
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
Outstanding at December 31, 2016
|
145,648
|
|
|
$
|
2.50
|
|
|
9.57
|
|
Exercisable at December 31, 2016
|
145,648
|
|
|
$
|
2.50
|
|
|
9.57
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Outstanding at December 31, 2017
|
145,648
|
|
|
$
|
2.50
|
|
|
8.57
|
|
Exercisable at December 31, 2017
|
145,648
|
|
|
$
|
2.50
|
|
|
8.57
|
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|||
Outstanding at July 26, 2016
|
—
|
|
|
$
|
—
|
|
|
|
Granted
|
145,648
|
|
|
$
|
5.00
|
|
|
10.00
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2016
|
145,648
|
|
|
$
|
5.00
|
|
|
9.57
|
Exercisable at December 31, 2016
|
145,648
|
|
|
$
|
5.00
|
|
|
9.57
|
Granted
|
129,520
|
|
|
$
|
66.13
|
|
|
9.18
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
|
|
Outstanding at December 31, 2017
|
275,168
|
|
|
$
|
33.77
|
|
|
8.86
|
Exercisable at December 31, 2017
|
275,168
|
|
|
$
|
33.77
|
|
|
8.86
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2014
|
3,768,433
|
|
|
$
|
7.32
|
|
Granted
|
3,760,612
|
|
|
$
|
1.25
|
|
Earned
|
(1,390,009
|
)
|
|
$
|
7.91
|
|
Forfeited or Expired
|
(1,416,837
|
)
|
|
$
|
4.15
|
|
Non-vested shares outstanding at December 31, 2015
|
4,722,199
|
|
|
$
|
3.24
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(511,048
|
)
|
|
$
|
2.13
|
|
Non-vested shares outstanding at July 25, 2016
|
4,211,151
|
|
|
$
|
3.37
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date
Fair Value
(1)
|
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2014
|
1,919,680
|
|
|
$
|
1.67
|
|
Granted
|
9,942,699
|
|
|
$
|
0.95
|
|
Earned
|
(454,626
|
)
|
|
$
|
0.89
|
|
Forfeited or Expired
|
(1,457,293
|
)
|
|
$
|
0.11
|
|
Non-vested shares outstanding at December 31, 2015
|
9,950,460
|
|
|
$
|
0.01
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(550,653
|
)
|
|
$
|
1.46
|
|
Non-vested shares outstanding at July 25, 2016
|
9,399,807
|
|
|
$
|
1.35
|
|
(1)
|
The time-based cash units were accounted for as liability awards and subject to variable accounting. Therefore, the weighted-average fair value was calculated using Alpha’s stock price at the respective granted date, vested date and forfeited/expired date.
|
|
Number of
Shares
(1)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2014
|
7,818,631
|
|
|
$
|
8.78
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(3,422,914
|
)
|
|
$
|
11.84
|
|
Non-vested shares outstanding at December 31, 2015
|
4,395,717
|
|
|
$
|
6.39
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(1,363,126
|
)
|
|
$
|
7.63
|
|
Non-vested shares outstanding at July 25, 2016
|
3,032,591
|
|
|
$
|
5.83
|
|
(1)
|
Shares in the table above were based on the maximum shares that can be awarded based on the achievement of the performance criteria.
|
|
Number of
Shares
(1)
|
|
Weighted-Average Grant Date Fair Value
(2)
|
|||
Alpha
|
|
|
|
|||
Non-vested shares outstanding at December 31, 2014
|
2,744,280
|
|
|
$
|
1.67
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
(2,744,280
|
)
|
|
$
|
1.14
|
|
Non-vested shares outstanding at December 31, 2015
|
—
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Earned
|
—
|
|
|
$
|
—
|
|
Forfeited or Expired
|
—
|
|
|
$
|
—
|
|
Non-vested shares outstanding at July 25, 2016
|
—
|
|
|
$
|
—
|
|
(1)
|
Shares in the table above were based on the maximum shares that can be awarded based on the achievement of the performance criteria.
|
(2)
|
The performance-based cash units were accounted for as liability awards and subject to variable accounting. Therefore, the weighted-average fair value was calculated using Alpha’s stock price at the respective granted date, vested date, forfeited/expired date, and outstanding dates.
|
Alpha
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-Average
Remaining
Contractual
Term (Years)
|
||||
Outstanding at December 31, 2014
|
586,722
|
|
|
$
|
25.48
|
|
|
3.41
|
|
Exercisable at December 31, 2014
|
586,722
|
|
|
$
|
25.48
|
|
|
3.41
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
Forfeited or Expired
|
(227,695
|
)
|
|
$
|
24.39
|
|
|
|
|
Outstanding at December 31, 2015
|
359,027
|
|
|
$
|
26.20
|
|
|
3.50
|
|
Exercisable at December 31, 2015
|
359,027
|
|
|
$
|
26.20
|
|
|
3.50
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
Forfeited or Expired
|
(58,350
|
)
|
|
$
|
22.87
|
|
|
|
|
Outstanding at July 25, 2016
|
300,677
|
|
|
$
|
26.84
|
|
|
2.89
|
|
Exercisable at July 25, 2016
|
300,677
|
|
|
$
|
26.84
|
|
|
2.89
|
|
Alpha
|
Options Outstanding and Exercisable
|
||||||||
Exercise Price
|
Shares
|
|
Weighted-Average
Remaining
Life (yrs)
|
|
Weighted-Average
Exercise Price
|
||||
$ 11.15 - $20.44
|
110,413
|
|
|
2.03
|
|
|
$
|
16.59
|
|
$ 23.93 - $32.91
|
112,704
|
|
|
2.79
|
|
|
$
|
27.08
|
|
$ 40.98 - $48.26
|
77,560
|
|
|
4.27
|
|
|
$
|
41.07
|
|
|
300,677
|
|
|
2.89
|
|
|
$
|
26.84
|
|
|
Predecessor
|
||||||
|
Period from January 1, 2016 to July 25, 2016
(2)
|
|
Year Ended December 31, 2015
(2)
|
||||
Professional fees
(1)
|
$
|
(28,652
|
)
|
|
$
|
(14,598
|
)
|
Provision for rejected contracts and leases
|
(3,524
|
)
|
|
(2,326
|
)
|
||
Trade accounts payable and other
|
1,103
|
|
|
790
|
|
||
Reorganization items, net
|
$
|
(31,073
|
)
|
|
$
|
(16,134
|
)
|
(1)
|
Net cash paid for reorganization items for the
period from January 1, 2016 to July 25, 2016
and the year ended December 31, 2015 totaled approximately $27,236 and $8,408, respectively, related to professional fees.
|
(2)
|
Includes the Company’s PRB operations being reported as discontinued operations in the Consolidated Financial Statements.
|
|
Operating
Leases
|
|
Coal
Royalties
|
||||
Year Ending December 31:
|
|
|
|
||||
2018
|
$
|
893
|
|
|
$
|
1,304
|
|
2019
|
783
|
|
|
1,131
|
|
||
2020
|
747
|
|
|
1,054
|
|
||
2021
|
737
|
|
|
1,064
|
|
||
2022
|
182
|
|
|
647
|
|
||
Thereafter
|
326
|
|
|
859
|
|
||
Total
|
$
|
3,668
|
|
|
$
|
6,059
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Total revenue
|
$
|
1,649,969
|
|
|
$
|
506,296
|
|
|
|
$
|
411,111
|
|
|
$
|
926,021
|
|
Top customer as % of total revenue
(1)
|
15
|
%
|
|
15
|
%
|
|
|
7
|
%
|
|
12
|
%
|
||||
Top 10 customers as % of total revenue
(2)
|
65
|
%
|
|
67
|
%
|
|
|
54
|
%
|
|
63
|
%
|
||||
Steam coal as % of coal sales volume
|
43
|
%
|
|
47
|
%
|
|
|
63
|
%
|
|
60
|
%
|
||||
Met coal as % of coal sales volume
|
57
|
%
|
|
53
|
%
|
|
|
37
|
%
|
|
40
|
%
|
(1)
|
Revenues from the top customer are included in the CAPP and Trading and Logistics segments for the year ended December 31, 2017, the CAPP, NAPP, and Trading and Logistics segments for the period from July 26, 2016 to December 31, 2016, and the NAPP segment for the period from January 1, 2016 to July 25, 2016 and for the year ended December 31, 2015.
|
(2)
|
In addition to the top customer, the Company has another customer with total revenues of 11% of total revenues included in the CAPP, NAPP, and Trading and Logistics segments for the year ended
December 31, 2017
, and another customer with total revenues of 11% of total revenues included in the CAPP Segment for the year ended December 31, 2015.
|
|
Successor
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
460,023
|
|
|
$
|
306,563
|
|
|
$
|
882,548
|
|
|
$
|
835
|
|
|
$
|
1,649,969
|
|
Depreciation, depletion, and amortization
|
$
|
18,941
|
|
|
$
|
15,087
|
|
|
$
|
—
|
|
|
$
|
882
|
|
|
$
|
34,910
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,007
|
|
|
$
|
—
|
|
|
$
|
59,007
|
|
Adjusted EBITDA
(1)
|
$
|
175,018
|
|
|
$
|
54,433
|
|
|
$
|
88,646
|
|
|
$
|
(59,840
|
)
|
|
$
|
258,257
|
|
Capital expenditures
|
$
|
20,494
|
|
|
$
|
51,007
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
72,701
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
|
Successor
|
||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Total revenues
|
$
|
138,973
|
|
|
$
|
132,363
|
|
|
$
|
234,704
|
|
|
$
|
256
|
|
|
$
|
506,296
|
|
Depreciation, depletion, and amortization
|
$
|
6,442
|
|
|
$
|
(772
|
)
|
|
$
|
—
|
|
|
$
|
303
|
|
|
$
|
5,973
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,281
|
|
|
$
|
—
|
|
|
$
|
61,281
|
|
Adjusted EBITDA
(1)
|
$
|
46,405
|
|
|
$
|
28,198
|
|
|
$
|
39,228
|
|
|
$
|
(19,429
|
)
|
|
$
|
94,402
|
|
Capital expenditures
|
$
|
4,626
|
|
|
$
|
18,136
|
|
|
$
|
—
|
|
|
$
|
612
|
|
|
$
|
23,374
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
|
Predecessor
|
||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Total revenues
|
$
|
169,411
|
|
|
$
|
229,323
|
|
|
$
|
12,377
|
|
|
$
|
—
|
|
|
$
|
411,111
|
|
Depreciation, depletion, and amortization
|
$
|
15,389
|
|
|
$
|
49,852
|
|
|
$
|
3
|
|
|
$
|
832
|
|
|
$
|
66,076
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
11,567
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,567
|
|
Adjusted EBITDA
(1)
|
$
|
591
|
|
|
$
|
35,454
|
|
|
$
|
(1,180
|
)
|
|
$
|
(29,571
|
)
|
|
$
|
5,294
|
|
Capital expenditures
|
$
|
894
|
|
|
$
|
14,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,362
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
|
Predecessor
|
||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Total revenues
|
$
|
367,662
|
|
|
$
|
492,005
|
|
|
$
|
66,354
|
|
|
$
|
—
|
|
|
$
|
926,021
|
|
Depreciation, depletion, and amortization
|
$
|
42,869
|
|
|
$
|
104,479
|
|
|
$
|
13
|
|
|
$
|
1,836
|
|
|
$
|
149,197
|
|
Amortization of acquired intangibles, net
|
$
|
350
|
|
|
$
|
1,873
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,223
|
|
Adjusted EBITDA
(1)
|
$
|
2,094
|
|
|
$
|
89,531
|
|
|
$
|
1,265
|
|
|
$
|
(44,159
|
)
|
|
$
|
48,731
|
|
Capital expenditures
|
$
|
20,826
|
|
|
$
|
23,868
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,694
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
|
Successor
|
||||||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Net income (loss) from continuing operations
|
$
|
150,304
|
|
|
$
|
36,604
|
|
|
$
|
29,639
|
|
|
$
|
(42,812
|
)
|
|
$
|
173,735
|
|
Interest expense
|
(90
|
)
|
|
(1,505
|
)
|
|
—
|
|
|
37,572
|
|
|
35,977
|
|
|||||
Interest income
|
(22
|
)
|
|
(1
|
)
|
|
—
|
|
|
(187
|
)
|
|
(210
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,979
|
)
|
|
(67,979
|
)
|
|||||
Depreciation, depletion and amortization
|
18,941
|
|
|
15,087
|
|
|
—
|
|
|
882
|
|
|
34,910
|
|
|||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
3,221
|
|
|
3,221
|
|
|||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|
(38,886
|
)
|
|||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
|
4,491
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
38,701
|
|
|
38,701
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,011
|
)
|
|
(1,011
|
)
|
|||||
Accretion expense
|
5,770
|
|
|
4,164
|
|
|
—
|
|
|
—
|
|
|
9,934
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
59,007
|
|
|
—
|
|
|
59,007
|
|
|||||
Expenses related to dividend
|
115
|
|
|
84
|
|
|
—
|
|
|
6,168
|
|
|
6,367
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
175,018
|
|
|
$
|
54,433
|
|
|
$
|
88,646
|
|
|
$
|
(59,840
|
)
|
|
$
|
258,257
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, the Company is no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $41,863 for the year ended December 31, 2017.
|
|
Successor
|
||||||||||||||||||
|
Period from July 26, 2016 to December 31, 2016
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Net income (loss) from continuing operations
|
$
|
37,436
|
|
|
$
|
26,434
|
|
|
$
|
(22,053
|
)
|
|
$
|
(53,663
|
)
|
|
$
|
(11,846
|
)
|
Interest expense
|
97
|
|
|
171
|
|
|
—
|
|
|
20,228
|
|
|
20,496
|
|
|||||
Interest income
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(23
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
|
(1,920
|
)
|
|||||
Depreciation, depletion and amortization
|
6,442
|
|
|
(772
|
)
|
|
—
|
|
|
303
|
|
|
5,973
|
|
|||||
Mark-to-market adjustment for warrant derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
33,975
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,719
|
)
|
|
(7,719
|
)
|
|||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,616
|
)
|
|
(10,616
|
)
|
|||||
Accretion expense
|
2,436
|
|
|
2,365
|
|
|
—
|
|
|
—
|
|
|
4,801
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
61,281
|
|
|
—
|
|
|
61,281
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
46,405
|
|
|
$
|
28,198
|
|
|
$
|
39,228
|
|
|
$
|
(19,429
|
)
|
|
$
|
94,402
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, the Company is no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $45,786 for the period from July 26, 2016 to December 31, 2016.
|
|
Predecessor
|
||||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Net (loss) income from continuing operations
|
$
|
(26,407
|
)
|
|
$
|
(43,143
|
)
|
|
$
|
(1,452
|
)
|
|
$
|
9,461
|
|
|
$
|
(61,541
|
)
|
Interest expense
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Interest income
|
(9
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,881
|
)
|
|
(39,881
|
)
|
|||||
Depreciation, depletion and amortization
|
15,389
|
|
|
49,852
|
|
|
3
|
|
|
832
|
|
|
66,076
|
|
|||||
Reorganization items, net
|
8,196
|
|
|
12,528
|
|
|
248
|
|
|
17
|
|
|
20,989
|
|
|||||
Asset impairment and restructuring
|
1,667
|
|
|
1,408
|
|
|
21
|
|
|
—
|
|
|
3,096
|
|
|||||
Accretion expense
|
1,753
|
|
|
3,252
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
11,567
|
|
|
—
|
|
|
—
|
|
|
11,567
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
591
|
|
|
$
|
35,454
|
|
|
$
|
(1,180
|
)
|
|
$
|
(29,571
|
)
|
|
$
|
5,294
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, the Company is no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $36,819 for the period from January 1, 2016 to July 25, 2016.
|
|
Predecessor
|
||||||||||||||||||
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Combined
|
||||||||||
Net (loss) income from continuing operations
|
$
|
(118,543
|
)
|
|
$
|
(249,090
|
)
|
|
$
|
795
|
|
|
$
|
109,052
|
|
|
$
|
(257,786
|
)
|
Interest expense
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Interest income
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
(155,052
|
)
|
|
(155,052
|
)
|
|||||
Depreciation, depletion and amortization
|
42,869
|
|
|
104,479
|
|
|
13
|
|
|
1,836
|
|
|
149,197
|
|
|||||
Reorganization items, net
|
3,438
|
|
|
6,306
|
|
|
336
|
|
|
5
|
|
|
10,085
|
|
|||||
Impairments
|
72,012
|
|
|
224,139
|
|
|
3
|
|
|
—
|
|
|
296,154
|
|
|||||
Restructuring
|
1,573
|
|
|
(420
|
)
|
|
118
|
|
|
—
|
|
|
1,271
|
|
|||||
Accretion expense
|
3,005
|
|
|
2,691
|
|
|
—
|
|
|
—
|
|
|
5,696
|
|
|||||
Mark-to-market adjustment for other derivatives
|
(2,635
|
)
|
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
(3,081
|
)
|
|||||
Amortization of acquired intangibles, net
|
350
|
|
|
1,873
|
|
|
—
|
|
|
—
|
|
|
2,223
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
2,094
|
|
|
$
|
89,531
|
|
|
$
|
1,265
|
|
|
$
|
(44,159
|
)
|
|
$
|
48,731
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back accretion expense, a non-cash expense, to align with industry peer group methodology.
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, the Company is no longer presenting a PRB reporting segment. The former PRB reporting segment had adjusted EBITDA of $67,272 for the year ended December 31, 2015.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from
July 26, 2016 to December 31, 2016
|
|
|
Period from
January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Total coal revenue
(1)
|
$
|
1,639,883
|
|
|
$
|
502,236
|
|
|
|
$
|
396,768
|
|
|
$
|
913,247
|
|
Export coal revenue
(1) (2)
|
$
|
1,265,320
|
|
|
$
|
357,343
|
|
|
|
$
|
155,735
|
|
|
$
|
339,066
|
|
Export coal revenue as % of total coal revenue
(1)
|
77
|
%
|
|
71
|
%
|
|
|
39
|
%
|
|
37
|
%
|
(1)
|
Amounts include freight and handling revenues
|
(2)
|
The amounts for the
year ended December 31, 2017
include $356,673 of export coal revenue, including freight and handling revenue, from external customers in India recorded within the CAPP, NAPP, and Trading and Logistics segments. Revenue is tracked within the Company’s accounting records based on the product destination.
|
|
Successor
|
||||||
|
December 31,
2017 |
|
December 31,
2016
|
||||
Current assets
|
$
|
5,960
|
|
|
$
|
3,453
|
|
Non-current assets
|
$
|
59,868
|
|
|
$
|
63,630
|
|
Current liabilities
|
$
|
1,530
|
|
|
$
|
1,397
|
|
Non-current liabilities
|
$
|
6,476
|
|
|
$
|
7,147
|
|
Partners’ equity
|
$
|
57,822
|
|
|
$
|
58,538
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2017
|
|
Period from
July 26, 2016 to December 31, 2016
|
|
|
Period from January 1, 2016 to July 25, 2016
|
|
Year Ended December 31, 2015
|
||||||||
Operating expenses
|
$
|
26,893
|
|
|
$
|
9,792
|
|
|
|
$
|
12,271
|
|
|
$
|
28,187
|
|
Other income, net
|
$
|
(16,875
|
)
|
|
$
|
(3,683
|
)
|
|
|
$
|
(5,032
|
)
|
|
$
|
(10,720
|
)
|
Total expenses, net
|
$
|
10,018
|
|
|
$
|
6,109
|
|
|
|
$
|
7,239
|
|
|
$
|
17,467
|
|
Contributions from partners to fund continuing operations
|
$
|
9,302
|
|
|
$
|
6,243
|
|
|
|
$
|
4,883
|
|
|
$
|
14,953
|
|
Expenses (over)/under contributions
|
$
|
(716
|
)
|
|
$
|
134
|
|
|
|
$
|
(2,356
|
)
|
|
$
|
(2,514
|
)
|
Depreciation and amortization
|
$
|
5,147
|
|
|
$
|
1,223
|
|
|
|
$
|
2,413
|
|
|
$
|
4,590
|
|
|
Successor
|
||||||||||||||
|
Year Ended December 31, 2017
|
||||||||||||||
|
First Quarter
(1)
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Total revenues
|
$
|
475,119
|
|
|
$
|
439,668
|
|
|
$
|
382,537
|
|
|
$
|
352,645
|
|
Net income (loss) from continuing operations
|
$
|
30,956
|
|
|
$
|
18,399
|
|
|
$
|
9,730
|
|
|
$
|
114,650
|
|
Net income (loss) from discontinued operations
|
$
|
4,154
|
|
|
$
|
(5,788
|
)
|
|
$
|
429
|
|
|
$
|
(18,008
|
)
|
Net income (loss)
|
$
|
35,110
|
|
|
$
|
12,611
|
|
|
$
|
10,159
|
|
|
$
|
96,642
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares - basic
|
10,309,428
|
|
|
10,309,612
|
|
|
10,277,974
|
|
|
9,971,877
|
|
||||
Weighted average shares - diluted
|
10,728,281
|
|
|
10,874,175
|
|
|
10,896,856
|
|
|
10,583,744
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic (loss) income per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
3.00
|
|
|
$
|
1.78
|
|
|
$
|
0.95
|
|
|
$
|
11.50
|
|
Income (loss) from discontinued operations
|
$
|
0.41
|
|
|
$
|
(0.56
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.81
|
)
|
Net income (loss)
|
$
|
3.41
|
|
|
$
|
1.22
|
|
|
$
|
0.99
|
|
|
$
|
9.69
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted (loss) income per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
2.89
|
|
|
$
|
1.69
|
|
|
$
|
0.89
|
|
|
$
|
10.83
|
|
Income (loss) from discontinued operations
|
$
|
0.38
|
|
|
$
|
(0.53
|
)
|
|
$
|
0.04
|
|
|
$
|
(1.70
|
)
|
Net income (loss)
|
$
|
3.27
|
|
|
$
|
1.16
|
|
|
$
|
0.93
|
|
|
$
|
9.13
|
|
(1)
|
As adjusted for the adoption of ASU 2017-11. See Note 18.
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||
|
Period from January 1, 2016 to July 25, 2016
|
|
|
Period from July 26, 2016 to
December 31, 2016
|
||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Period from
July 1, 2016 to July 25, 2016
|
|
|
Period from
July 26, 2016 to September 30, 2016
|
|
Fourth Quarter
|
||||||||||
Total revenues
|
$
|
172,143
|
|
|
$
|
187,150
|
|
|
$
|
51,818
|
|
|
|
$
|
164,471
|
|
|
$
|
341,825
|
|
Net income (loss) from continuing operations
|
$
|
(23,969
|
)
|
|
$
|
(23,959
|
)
|
|
$
|
(13,613
|
)
|
|
|
$
|
(49,814
|
)
|
|
$
|
37,968
|
|
Net income (loss) from discontinued operations
|
$
|
(8,674
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
6,650
|
|
|
|
$
|
4,018
|
|
|
$
|
(3,102
|
)
|
Net income (loss)
|
$
|
(32,643
|
)
|
|
$
|
(27,606
|
)
|
|
$
|
(6,963
|
)
|
|
|
$
|
(45,796
|
)
|
|
$
|
34,866
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares - basic
|
|
|
|
|
|
|
|
10,309,310
|
|
|
10,309,310
|
|
||||||||
Weighted average shares - diluted
|
|
|
|
|
|
|
|
10,309,310
|
|
|
10,747,134
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
|
|
|
|
|
|
$
|
(4.83
|
)
|
|
$
|
3.68
|
|
||||||
Income (loss) from discontinued operations
|
|
|
|
|
|
|
|
$
|
0.39
|
|
|
$
|
(0.30
|
)
|
||||||
Net income (loss)
|
|
|
|
|
|
|
|
$
|
(4.44
|
)
|
|
$
|
3.38
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted (loss) income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
|
|
|
|
|
|
$
|
(4.83
|
)
|
|
$
|
3.53
|
|
||||||
Income (loss) from discontinued operations
|
|
|
|
|
|
|
|
$
|
0.39
|
|
|
$
|
(0.29
|
)
|
||||||
Net income (loss)
|
|
|
|
|
|
|
|
$
|
(4.44
|
)
|
|
$
|
3.24
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
|
||
Coal revenues
|
$
|
1,003,533
|
|
|
$
|
780,900
|
|
Freight and handling revenues
|
—
|
|
|
129,919
|
|
||
Other revenues
|
7,717
|
|
|
3,968
|
|
||
Total revenues
|
1,011,250
|
|
|
914,787
|
|
||
Costs and expenses:
|
|
|
|
|
|
||
Cost of coal sales (exclusive of items shown separately below)
|
629,128
|
|
|
571,320
|
|
||
Freight and handling costs
|
176,976
|
|
|
129,919
|
|
||
Depreciation, depletion and amortization
|
22,810
|
|
|
17,788
|
|
||
Amortization of acquired intangibles, net
|
11,310
|
|
|
34,243
|
|
||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
31,108
|
|
|
40,148
|
|
||
Merger related costs
|
3,883
|
|
|
—
|
|
||
Secondary offering costs
|
—
|
|
|
3,438
|
|
||
Total other operating (income) loss:
|
|
|
|
||||
Gain on disposal of assets
|
(16,502
|
)
|
|
—
|
|
||
Mark-to-market adjustment for acquisition-related obligations
|
—
|
|
|
2,382
|
|
||
Gain on settlement of acquisition-related obligations
|
(292
|
)
|
|
(9,200
|
)
|
||
Other expenses
|
288
|
|
|
81
|
|
||
Total costs and expenses
|
858,709
|
|
|
790,119
|
|
||
Income from operations
|
152,541
|
|
|
124,668
|
|
||
Other income (expense):
|
|
|
|
|
|
||
Interest expense
|
(17,984
|
)
|
|
(19,614
|
)
|
||
Interest income
|
322
|
|
|
73
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
(38,701
|
)
|
||
Equity loss in affiliates
|
(1,233
|
)
|
|
(1,709
|
)
|
||
Bargain purchase gain
|
—
|
|
|
642
|
|
||
Miscellaneous income, net
|
(583
|
)
|
|
(192
|
)
|
||
Total other expense, net
|
(19,478
|
)
|
|
(59,501
|
)
|
||
Income from continuing operations before income taxes
|
133,063
|
|
|
65,167
|
|
||
Income tax expense
|
(121
|
)
|
|
(15,811
|
)
|
||
Net income from continuing operations
|
132,942
|
|
|
49,356
|
|
||
Discontinued operations:
|
|
|
|
||||
Loss from discontinued operations before income taxes
|
$
|
(2,213
|
)
|
|
$
|
(4,000
|
)
|
Income tax benefit from discontinued operations
|
$
|
—
|
|
|
$
|
2,366
|
|
Loss from discontinued operations
|
$
|
(2,213
|
)
|
|
$
|
(1,634
|
)
|
Net income
|
$
|
130,729
|
|
|
$
|
47,722
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
130,729
|
|
|
$
|
47,722
|
|
Other comprehensive loss, net of tax:
|
|
|
|
||||
Employee benefit plans:
|
|
|
|
||||
Amortization of and adjustments to employee benefit costs
|
$
|
(50
|
)
|
|
$
|
(1,018
|
)
|
Income tax
|
—
|
|
|
—
|
|
||
Total other comprehensive loss, net of tax
|
$
|
(50
|
)
|
|
$
|
(1,018
|
)
|
Total comprehensive income
|
$
|
130,679
|
|
|
$
|
46,704
|
|
|
June 30,
2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
199,252
|
|
|
$
|
141,924
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $0 as of June 30, 2018 and December 31, 2017
|
168,310
|
|
|
127,326
|
|
||
Inventories, net
|
74,464
|
|
|
69,561
|
|
||
Assets held for sale
|
—
|
|
|
171
|
|
||
Short-term restricted cash
|
11,680
|
|
|
11,615
|
|
||
Short-term deposits
|
6,619
|
|
|
12,366
|
|
||
Prepaid expenses and other current assets
|
43,054
|
|
|
59,693
|
|
||
Current assets - discontinued operations
|
26,231
|
|
|
40,498
|
|
||
Total current assets
|
529,610
|
|
|
463,154
|
|
||
Property, plant, and equipment, net
|
207,805
|
|
|
196,579
|
|
||
Other acquired intangibles, net of accumulated amortization of $3,851 and $28,662 as of June 30, 2018 and December 31, 2017
|
7,149
|
|
|
18,458
|
|
||
Long-term restricted cash
|
35,240
|
|
|
40,421
|
|
||
Long-term deposits
|
9,238
|
|
|
3,607
|
|
||
Deferred income taxes
|
78,744
|
|
|
78,744
|
|
||
Other non-current assets
|
34,285
|
|
|
28,005
|
|
||
Non-current assets - discontinued operations
|
—
|
|
|
7,632
|
|
||
Total assets
|
$
|
902,071
|
|
|
$
|
836,600
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
5,435
|
|
|
$
|
10,730
|
|
Trade accounts payable
|
74,000
|
|
|
76,319
|
|
||
Acquisition-related obligations - current
|
13,788
|
|
|
15,080
|
|
||
Liabilities held for sale
|
1,305
|
|
|
27,161
|
|
||
Accrued expenses and other current liabilities
|
56,615
|
|
|
58,771
|
|
||
Current liabilities - discontinued operations
|
26,138
|
|
|
54,114
|
|
||
Total current liabilities
|
177,281
|
|
|
242,175
|
|
||
Long-term debt
|
361,649
|
|
|
361,973
|
|
||
Acquisition-related obligations - long-term
|
20,852
|
|
|
20,332
|
|
||
Asset retirement obligations
|
55,313
|
|
|
52,434
|
|
||
Other non-current liabilities
|
61,748
|
|
|
59,276
|
|
||
Non-current liabilities - discontinued operations
|
82
|
|
|
7,762
|
|
||
Total liabilities
|
676,925
|
|
|
743,952
|
|
||
Commitments and Contingencies (Note 18)
|
|
|
|
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - par value $0.01, 2.0 million shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock - par value $0.01, 20.0 million shares authorized, 10.8 million issued and 9.9 million outstanding at June 30, 2018 and 10.7 million issued and 9.9 million outstanding at December 31, 2017
|
108
|
|
|
108
|
|
||
Additional paid-in capital
|
47,273
|
|
|
40,616
|
|
||
Accumulated other comprehensive loss
|
(1,998
|
)
|
|
(1,948
|
)
|
||
Treasury stock, at cost: 0.9 million shares at June 30, 2018 and 0.8 million shares at December 31, 2017
|
(54,930
|
)
|
|
(50,092
|
)
|
||
Retained earnings
|
234,693
|
|
|
103,964
|
|
||
Total stockholders’ equity
|
225,146
|
|
|
92,648
|
|
||
Total liabilities and stockholders’ equity
|
$
|
902,071
|
|
|
$
|
836,600
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
|
|||
Net income
|
$
|
130,729
|
|
|
$
|
47,722
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
22,810
|
|
|
34,277
|
|
||
Amortization of acquired intangibles, net
|
11,310
|
|
|
34,243
|
|
||
Accretion of acquisition-related obligations discount
|
3,020
|
|
|
4,441
|
|
||
Amortization of debt issuance costs and accretion of debt discount
|
1,499
|
|
|
1,206
|
|
||
Mark-to-market adjustment for acquisition-related obligations
|
—
|
|
|
2,382
|
|
||
Gain on settlement of acquisition-related obligations
|
(292
|
)
|
|
(9,200
|
)
|
||
Gain on disposal of assets
|
(16,502
|
)
|
|
(708
|
)
|
||
Bargain purchase gain
|
—
|
|
|
(642
|
)
|
||
Accretion of asset retirement obligations
|
4,056
|
|
|
11,049
|
|
||
Employee benefit plans, net
|
5,324
|
|
|
5,539
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
38,701
|
|
||
Stock-based compensation
|
7,125
|
|
|
6,598
|
|
||
Equity in loss of affiliates
|
1,233
|
|
|
1,701
|
|
||
Changes in operating assets and liabilities
|
(54,706
|
)
|
|
8,905
|
|
||
Net cash provided by operating activities
|
115,606
|
|
|
186,214
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(38,349
|
)
|
|
(35,508
|
)
|
||
Payments on disposal of assets
|
(10,250
|
)
|
|
—
|
|
||
Proceeds on disposal of assets
|
464
|
|
|
2,272
|
|
||
Capital contributions to equity affiliates
|
(525
|
)
|
|
(3,090
|
)
|
||
Purchase of additional ownership interest in equity affiliate
|
—
|
|
|
(13,293
|
)
|
||
Other, net
|
(1,446
|
)
|
|
(408
|
)
|
||
Net cash used in investing activities
|
(50,106
|
)
|
|
(50,027
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from borrowings on debt
|
—
|
|
|
396,000
|
|
||
Principal repayments of debt
|
(5,323
|
)
|
|
(357,500
|
)
|
||
Principal repayments of capital lease obligations
|
(139
|
)
|
|
(504
|
)
|
||
Debt issuance costs
|
—
|
|
|
(14,385
|
)
|
||
Debt extinguishment costs
|
—
|
|
|
(25,036
|
)
|
||
Debt amendment costs
|
—
|
|
|
(4,520
|
)
|
||
Common stock repurchases and related expenses
|
(4,838
|
)
|
|
—
|
|
||
Principal repayments of notes payable
|
(2,939
|
)
|
|
(726
|
)
|
||
Other, net
|
(49
|
)
|
|
11
|
|
||
Net cash used in financing activities
|
(13,288
|
)
|
|
(6,660
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
199,252
|
|
|
$
|
244,019
|
|
Short-term restricted cash
|
11,680
|
|
|
—
|
|
||
Long-term restricted cash
|
35,240
|
|
|
56,797
|
|
||
Total cash and cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows
|
$
|
246,172
|
|
|
$
|
300,816
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Treasury Stock at Cost
|
|
(Accumulated Deficit) Retained Earnings
|
|
Total Stockholders’ Equity
|
||||||||||||
|
Amount
|
|
|
|
Amount
|
|
|
||||||||||||||||
Balances, December 31, 2016
|
$
|
103
|
|
|
$
|
45,964
|
|
|
$
|
2,087
|
|
|
$
|
—
|
|
|
$
|
(10,930
|
)
|
|
$
|
37,224
|
|
Retrospective warrants adjustment
|
—
|
|
|
1,167
|
|
|
—
|
|
|
—
|
|
|
33,975
|
|
|
35,142
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,722
|
|
|
47,722
|
|
||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
||||||
Stock-based compensation and net issuance of common stock for share vesting
|
4
|
|
|
6,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,598
|
|
||||||
Special dividend
|
—
|
|
|
(22,019
|
)
|
|
—
|
|
|
—
|
|
|
(70,767
|
)
|
|
(92,786
|
)
|
||||||
Warrant exercises
|
—
|
|
|
208
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
207
|
|
||||||
Balances, June 30, 2017
|
$
|
107
|
|
|
$
|
31,914
|
|
|
$
|
1,069
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
33,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balances, December 31, 2017
|
$
|
108
|
|
|
$
|
40,616
|
|
|
$
|
(1,948
|
)
|
|
$
|
(50,092
|
)
|
|
$
|
103,964
|
|
|
$
|
92,648
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,729
|
|
|
130,729
|
|
||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
||||||
Stock-based compensation and net issuance of common stock for share vesting
|
—
|
|
|
6,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,593
|
|
||||||
Exercise of stock options
|
|
|
62
|
|
|
|
|
|
|
|
|
62
|
|
||||||||||
Common stock repurchases and related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,835
|
)
|
|
—
|
|
|
(4,835
|
)
|
||||||
Warrant exercises
|
—
|
|
|
2
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Balances, June 30, 2018
|
$
|
108
|
|
|
$
|
47,273
|
|
|
$
|
(1,998
|
)
|
|
$
|
(54,930
|
)
|
|
$
|
234,693
|
|
|
$
|
225,146
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
As reported
|
|
Adjustments
(1)
|
|
Balances prior to adoption of ASC 606
|
||||||
Revenues:
|
|
|
|
|
|
|
|||||
Coal revenues
|
$
|
1,003,533
|
|
|
$
|
(176,976
|
)
|
|
$
|
826,557
|
|
Freight and handling revenues
|
—
|
|
|
176,976
|
|
|
176,976
|
|
|||
Other revenues
|
7,717
|
|
|
—
|
|
|
7,717
|
|
|||
Total revenues
|
$
|
1,011,250
|
|
|
$
|
—
|
|
|
$
|
1,011,250
|
|
(1)
|
The adjustment represents freight and handling revenues being treated as fulfillments costs and included within coal revenues under ASC 606.
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
|
|||
Total revenues
(1)
|
$
|
1,115
|
|
|
$
|
172,457
|
|
Costs and expenses:
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
$
|
—
|
|
|
$
|
157,470
|
|
Depreciation, depletion and amortization
|
$
|
—
|
|
|
$
|
16,489
|
|
Other expenses
|
$
|
2,402
|
|
|
$
|
—
|
|
Other non-major (income) expense items, net
|
$
|
926
|
|
|
$
|
2,498
|
|
(1)
|
Total revenues for the six months ended June 30, 2018 consisted entirely of other revenues.
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Assets:
|
|
|
|
|
|
||
Accounts Receivable
|
$
|
3,519
|
|
|
$
|
20,443
|
|
Prepaid expenses and other current assets
|
$
|
22,712
|
|
|
$
|
18,974
|
|
Other current assets
|
$
|
—
|
|
|
$
|
1,081
|
|
Other non-current assets
|
$
|
—
|
|
|
$
|
7,632
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||
Trade accounts payable, accrued expenses and other current liabilities
|
$
|
26,138
|
|
|
$
|
54,114
|
|
Other non-current liabilities
|
$
|
82
|
|
|
$
|
7,762
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Depreciation, depletion and amortization
|
$
|
—
|
|
|
$
|
16,489
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
5,052
|
|
Other significant operating non-cash items related to discontinued operations:
|
|
|
|
||||
Accretion of asset retirement obligations
|
$
|
—
|
|
|
$
|
6,044
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Steam
|
$
|
1,893
|
|
|
$
|
110,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111,984
|
|
Met
|
284,830
|
|
|
22,075
|
|
|
407,668
|
|
|
—
|
|
|
714,573
|
|
|||||
Freight and handling fulfillment revenues
|
—
|
|
|
—
|
|
|
176,976
|
|
|
—
|
|
|
176,976
|
|
|||||
Total coal revenues
|
$
|
286,723
|
|
|
$
|
132,166
|
|
|
$
|
584,644
|
|
|
$
|
—
|
|
|
$
|
1,003,533
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Steam
|
$
|
1,326
|
|
|
$
|
164,929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
166,255
|
|
Met
|
258,649
|
|
|
10,072
|
|
|
345,924
|
|
|
—
|
|
|
614,645
|
|
|||||
Total coal revenues
|
$
|
259,975
|
|
|
$
|
175,001
|
|
|
$
|
345,924
|
|
|
$
|
—
|
|
|
$
|
780,900
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Freight and handling revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
129,919
|
|
|
$
|
—
|
|
|
$
|
129,919
|
|
|
Remainder of 2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||||
Estimated coal revenues
(1)
|
$
|
109,433
|
|
|
$
|
141,422
|
|
|
$
|
115,010
|
|
|
$
|
78,390
|
|
|
$
|
69,944
|
|
|
$
|
84,268
|
|
|
$
|
598,467
|
|
(1)
|
Amounts only include estimated coal revenues associated with contracts with customers with fixed pricing with original expected duration of more than one year. The Company has elected to not disclose the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for performance obligations with either of the following conditions: 1) the remaining performance obligation is part of a contract that has an original expected duration of one year or less; or 2) the remaining performance obligation has variable consideration that is allocated entirely to a wholly unsatisfied performance obligation.
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Contract Liabilities
(1)
|
$
|
403
|
|
|
$
|
—
|
|
(1)
|
Amounts primarily relate to customer prepayments under coal contracts.
|
|
Balance
January 1, 2018
|
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
June 30, 2018
|
||||||||
Employee benefit costs
|
$
|
(1,948
|
)
|
|
$
|
(128
|
)
|
|
$
|
78
|
|
|
$
|
(1,998
|
)
|
|
Balance
January 1, 2017
|
|
Other comprehensive income (loss) before reclassifications
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
Balance
June 30, 2017
|
||||||||
Employee benefit costs
|
$
|
2,087
|
|
|
$
|
(917
|
)
|
|
$
|
(101
|
)
|
|
$
|
1,069
|
|
Details about accumulated other comprehensive income (loss) components
|
Amounts reclassified from accumulated other comprehensive (loss) income
|
|
Affected line item in the Statements of Operations
|
||||||
Six Months Ended June 30,
|
|
||||||||
2018
|
|
2017
|
|
||||||
Employee benefit costs:
|
|
|
|
|
|
||||
Amortization of actuarial loss (gain)
|
$
|
78
|
|
|
$
|
(101
|
)
|
|
(1)
Miscellaneous income
|
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
Income tax expense
|
||
Total, net of income tax
|
$
|
78
|
|
|
$
|
(101
|
)
|
|
|
(1)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit costs for black lung and life insurance. See Note 15.
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
|
|
|
||||
Income from continuing operations
|
$
|
132,942
|
|
|
$
|
49,356
|
|
Loss from discontinued operations
|
(2,213
|
)
|
|
(1,634
|
)
|
||
Net income
|
$
|
130,729
|
|
|
$
|
47,722
|
|
|
|
|
|
||||
Basic
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
9,587,457
|
|
|
10,309,520
|
|
||
|
|
|
|
||||
Basic income (loss) per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
13.87
|
|
|
$
|
4.79
|
|
Loss from discontinued operations
|
(0.23
|
)
|
|
(0.16
|
)
|
||
Net income
|
$
|
13.64
|
|
|
$
|
4.63
|
|
|
|
|
|
||||
Diluted
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
9,587,457
|
|
|
10,309,520
|
|
||
Diluted effect of warrants
|
253,795
|
|
|
148,978
|
|
||
Diluted effect of stock options
|
268,364
|
|
|
275,355
|
|
||
Diluted effect of restricted share units and restricted stock shares
|
189,923
|
|
|
67,375
|
|
||
Weighted average common shares outstanding - diluted
|
10,299,539
|
|
|
10,801,228
|
|
||
|
|
|
|
||||
Diluted income (loss) per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
12.91
|
|
|
$
|
4.57
|
|
Loss from discontinued operations
|
(0.22
|
)
|
|
(0.15
|
)
|
||
Net income
|
$
|
12.69
|
|
|
$
|
4.42
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Raw coal
|
$
|
9,905
|
|
|
$
|
7,003
|
|
Saleable coal
|
57,116
|
|
|
55,357
|
|
||
Materials, supplies and other, net
|
7,443
|
|
|
7,201
|
|
||
Total inventories, net
|
$
|
74,464
|
|
|
$
|
69,561
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Term Loan Credit Facility - due March 2024
|
$
|
381,677
|
|
|
$
|
387,000
|
|
LC Facility
|
—
|
|
|
—
|
|
||
Other
|
2,273
|
|
|
3,768
|
|
||
Debt discount and issuance costs
|
(16,866
|
)
|
|
(18,065
|
)
|
||
Total long-term debt
|
367,084
|
|
|
372,703
|
|
||
Less current portion
|
(5,435
|
)
|
|
(10,730
|
)
|
||
Long-term debt, net of current portion
|
$
|
361,649
|
|
|
$
|
361,973
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Retiree Committee VEBA Funding Settlement Liability
|
$
|
3,500
|
|
|
$
|
7,000
|
|
UMWA Funds Settlement Liability
|
7,000
|
|
|
7,000
|
|
||
Reclamation Funding Liability
|
32,000
|
|
|
32,000
|
|
||
Other
|
288
|
|
|
580
|
|
||
Discount
|
(8,148
|
)
|
|
(11,168
|
)
|
||
Total acquisition-related obligations - long-term
|
34,640
|
|
|
35,412
|
|
||
Less current portion
|
(13,788
|
)
|
|
(15,080
|
)
|
||
Acquisition-related obligations, net of current portion
|
$
|
20,852
|
|
|
$
|
20,332
|
|
Total asset retirement obligations at December 31, 2017
|
$
|
59,205
|
|
Accretion for the period
|
3,130
|
|
|
Revisions in estimated cash flows
|
777
|
|
|
Expenditures for the period
|
(924
|
)
|
|
Reclassify liabilities held for sale
|
(1,279
|
)
|
|
Total asset retirement obligations at June 30, 2018
|
60,909
|
|
|
Less current portion
|
(5,596
|
)
|
|
Long-term portion
|
$
|
55,313
|
|
|
June 30, 2018
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Term Loan Credit Facility - due March 2024
|
$
|
364,812
|
|
|
$
|
364,812
|
|
|
$
|
364,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Term Loan Credit Facility - due March 2024
|
$
|
368,935
|
|
|
$
|
363,401
|
|
|
$
|
363,401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Net of debt discounts and debt issuance costs.
|
|
June 30, 2018
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value |
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Retiree Committee VEBA Funding
Settlement Liability
|
$
|
3,051
|
|
|
$
|
3,330
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,330
|
|
UMWA Funds Settlement Liability
|
4,790
|
|
|
6,002
|
|
|
—
|
|
|
—
|
|
|
6,002
|
|
|||||
Reclamation Funding Liability
|
26,511
|
|
|
29,706
|
|
|
—
|
|
|
—
|
|
|
29,706
|
|
|||||
Total acquisition-related obligations
|
$
|
34,352
|
|
|
$
|
39,038
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,038
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Carrying
Amount
(1)
|
|
Total Fair
Value |
|
Quoted Prices
in Active Markets (Level 1) |
|
Significant
Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Retiree Committee VEBA Funding
Settlement Liability
|
$
|
6,290
|
|
|
$
|
6,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,692
|
|
UMWA Funds Settlement Liability
|
4,366
|
|
|
5,654
|
|
|
—
|
|
|
—
|
|
|
5,654
|
|
|||||
Reclamation Funding Liability
|
24,176
|
|
|
28,365
|
|
|
—
|
|
|
—
|
|
|
28,365
|
|
|||||
Total acquisition-related obligations
|
$
|
34,832
|
|
|
$
|
40,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,711
|
|
(1)
|
Net of discounts.
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Service cost
|
$
|
388
|
|
|
$
|
325
|
|
Interest cost
|
347
|
|
|
316
|
|
||
Amortization of net actuarial loss (gain)
|
100
|
|
|
(74
|
)
|
||
Net periodic expense
|
$
|
835
|
|
|
$
|
567
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Interest cost
|
$
|
194
|
|
|
$
|
203
|
|
Amortization of net actuarial gain
|
(22
|
)
|
|
(27
|
)
|
||
Net periodic expense
|
$
|
172
|
|
|
$
|
176
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
287,543
|
|
|
$
|
135,229
|
|
|
$
|
586,245
|
|
|
$
|
2,233
|
|
|
$
|
1,011,250
|
|
Depreciation, depletion, and amortization
|
$
|
11,978
|
|
|
$
|
10,463
|
|
|
$
|
—
|
|
|
$
|
369
|
|
|
$
|
22,810
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,310
|
|
|
$
|
—
|
|
|
$
|
11,310
|
|
Adjusted EBITDA
|
$
|
121,068
|
|
|
$
|
18,189
|
|
|
$
|
66,186
|
|
|
$
|
(20,323
|
)
|
|
$
|
185,120
|
|
Capital expenditures
|
$
|
15,845
|
|
|
$
|
22,341
|
|
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
38,349
|
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Total revenues
|
$
|
260,604
|
|
|
$
|
176,980
|
|
|
$
|
476,809
|
|
|
$
|
394
|
|
|
$
|
914,787
|
|
Depreciation, depletion, and amortization
|
$
|
10,711
|
|
|
$
|
6,662
|
|
|
$
|
—
|
|
|
$
|
415
|
|
|
$
|
17,788
|
|
Amortization of acquired intangibles, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,243
|
|
|
$
|
—
|
|
|
$
|
34,243
|
|
Adjusted EBITDA
|
$
|
112,259
|
|
|
$
|
53,587
|
|
|
$
|
51,042
|
|
|
$
|
(24,331
|
)
|
|
$
|
192,557
|
|
Capital expenditures
|
$
|
7,189
|
|
|
$
|
22,209
|
|
|
$
|
—
|
|
|
$
|
1,058
|
|
|
$
|
30,456
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Net income (loss) from continuing operations
|
$
|
123,000
|
|
|
$
|
6,205
|
|
|
$
|
54,894
|
|
|
$
|
(51,157
|
)
|
|
$
|
132,942
|
|
Interest expense
|
312
|
|
|
(349
|
)
|
|
—
|
|
|
18,021
|
|
|
17,984
|
|
|||||
Interest income
|
(10
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|
(282
|
)
|
|
(322
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
121
|
|
|||||
Depreciation, depletion and amortization
|
11,978
|
|
|
10,463
|
|
|
—
|
|
|
369
|
|
|
22,810
|
|
|||||
Merger related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3,883
|
|
|
3,883
|
|
|||||
Management restructuring costs
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,659
|
|
|
2,659
|
|
|||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
6,355
|
|
|
6,355
|
|
|||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|
(292
|
)
|
|||||
Gain on sale of disposal group
(2)
|
(16,386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,386
|
)
|
|||||
Accretion expense
|
2,174
|
|
|
1,882
|
|
|
—
|
|
|
—
|
|
|
4,056
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
11,310
|
|
|
—
|
|
|
11,310
|
|
|||||
Adjusted EBITDA
(3)
|
$
|
121,068
|
|
|
$
|
18,189
|
|
|
$
|
66,186
|
|
|
$
|
(20,323
|
)
|
|
$
|
185,120
|
|
(1)
|
Management restructuring costs are related to severance expense associated with senior management changes in the six months ended June 30, 2018.
|
(2)
|
During the fourth quarter of 2017, the Company entered into an asset purchase agreement to sell a disposal group (comprised of property, plant and equipment and associated asset retirement obligations) within our CAPP segment. From the date the Company entered into the asset purchase agreement through the transaction close date, the property, plant and equipment and associated asset retirement obligations were classified as held for sale in amounts representing the fair value of the disposal group. Upon permit transfer, the transaction closed on April 2, 2018. The Company paid $10,000 in connection with the transaction, which was paid into escrow on March 27, 2018 and transferred to the buyer at the transaction close date, and expects to pay a series of additional cash payments in the aggregate amount of $1,500, per the terms stated in the agreement, and recorded a gain on sale of $16,386 within gain on disposal of assets within the Condensed Consolidated Statements of Operations.
|
(3)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, the Company is no longer presenting a PRB reporting segment. The former PRB reporting segment had Adjusted EBITDA of ($2,368) for the six months ended June 30, 2018.
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
|
CAPP
|
|
NAPP
|
|
Trading and Logistics
|
|
All Other
|
|
Consolidated
|
||||||||||
Net income (loss) from continuing operations
|
$
|
98,346
|
|
|
$
|
45,155
|
|
|
$
|
16,590
|
|
|
$
|
(110,735
|
)
|
|
$
|
49,356
|
|
Interest expense
|
(93
|
)
|
|
(369
|
)
|
|
—
|
|
|
20,076
|
|
|
19,614
|
|
|||||
Interest income
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(73
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
15,811
|
|
|
15,811
|
|
|||||
Depreciation, depletion and amortization
|
10,711
|
|
|
6,662
|
|
|
—
|
|
|
415
|
|
|
17,788
|
|
|||||
Non-cash stock compensation expense
|
—
|
|
|
—
|
|
|
209
|
|
|
6,389
|
|
|
6,598
|
|
|||||
Mark-to-market adjustment - acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
2,382
|
|
|
2,382
|
|
|||||
Gain on settlement of acquisition-related obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,200
|
)
|
|
(9,200
|
)
|
|||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3,438
|
|
|
3,438
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
38,701
|
|
|
38,701
|
|
|||||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(642
|
)
|
|
(642
|
)
|
|||||
Accretion expense
|
2,923
|
|
|
2,082
|
|
|
—
|
|
|
—
|
|
|
5,005
|
|
|||||
Amortization of acquired intangibles, net
|
—
|
|
|
—
|
|
|
34,243
|
|
|
—
|
|
|
34,243
|
|
|||||
Expenses related to Special Dividend
|
377
|
|
|
57
|
|
|
—
|
|
|
9,102
|
|
|
9,536
|
|
|||||
Adjusted EBITDA
(1) (2)
|
$
|
112,259
|
|
|
$
|
53,587
|
|
|
$
|
51,042
|
|
|
$
|
(24,331
|
)
|
|
$
|
192,557
|
|
(1)
|
The Company’s Adjusted EBITDA calculation has been modified to add back non-cash stock compensation expense to
|
(2)
|
Pursuant to the PRB divestiture and classification as a discontinued operation, the Company is no longer presenting a PRB reporting segment. The former PRB reporting segment had Adjusted EBITDA of $18,761 for the six months ended June 30, 2017.
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
(1)
|
||||
Total coal revenues
(1)
|
$
|
1,003,533
|
|
|
$
|
910,819
|
|
Export coal revenues
(1) (2)
|
$
|
883,045
|
|
|
$
|
693,338
|
|
Export coal revenues as % of total coal revenues
(1)
|
88
|
%
|
|
76
|
%
|
(1)
|
Amounts include freight and handling revenues.
|
(2)
|
The amounts for the six months ended June 30, 2018 include $289,415 and $161,967 of export coal revenues, including freight and handling revenues, from external customers in India and Brazil, respectively, recorded within the CAPP, NAPP, and Trading and Logistics segments. The amounts for the six months ended June 30, 2017 include $200,718 and $89,567 of export coal revenues, including freight and handling revenues, from external customers in India and Italy, respectively, recorded within the CAPP, NAPP, and Trading and Logistics segments. Revenue is tracked within the Company’s accounting records based on the product destination.
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating expenses
|
$
|
14,655
|
|
|
$
|
11,991
|
|
Other income, net
|
$
|
(10,959
|
)
|
|
$
|
(6,224
|
)
|
Total expenses, net
|
$
|
3,696
|
|
|
$
|
5,767
|
|
Contributions from partners to fund continuing operations
|
$
|
788
|
|
|
$
|
5,725
|
|
Expenses (over)/under contributions
|
$
|
(2,908
|
)
|
|
$
|
(42
|
)
|
Depreciation and amortization
|
$
|
2,929
|
|
|
$
|
2,184
|
|
|
Year Ended
December 31,
2017
|
|
Period from July 26
through December 31,
2016
|
||||
Loss on equity investment
|
$
|
—
|
|
|
$
|
(239
|
)
|
Loss before income taxes
|
$
|
—
|
|
|
$
|
(239
|
)
|
Income tax benefit
|
—
|
|
|
—
|
|
||
Net Loss
|
$
|
—
|
|
|
$
|
(239
|
)
|
|
|
|
|
||||
Basic & Diluted loss per common share
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
||||
Weighted average shares - Basic and diluted
|
4,223,290
|
|
|
4,223,290
|
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Assets
|
|
|
|
||||
Non-current Assets:
|
|
|
|
||||
Equity Investment in ANR, Inc.
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - par value $0.01, 6,800,000 shares authorized, 6,800,000 shares issued and outstanding at December 31, 2017 and December 31, 2016
|
68
|
|
|
68
|
|
||
Common stock - par value $0.01, 7,000,000 shares authorized, 7,000,000 shares issued and outstanding at December 31, 2017 and December 31, 2016
|
70
|
|
|
70
|
|
||
Additional paid-in capital
|
101
|
|
|
101
|
|
||
Accumulated deficit
|
(239
|
)
|
|
(239
|
)
|
||
Total stockholders’ equity
|
—
|
|
|
—
|
|
||
Total liabilities and stockholders’ equity
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended
December 31,
2017
|
|
Period from
July 26 through December 31, 2016
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
—
|
|
|
$
|
(239
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Loss on equity investment
|
—
|
|
|
239
|
|
||
Net cash provided by operating activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Net cash provided by investing activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Net cash provided by financing activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Investment in ANR, Inc.
|
$
|
—
|
|
|
$
|
(239
|
)
|
Issuance of preferred and common stock
|
$
|
—
|
|
|
$
|
239
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balances, July 26, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Preferred and Common Stock
|
6,800
|
|
|
68
|
|
|
7,000
|
|
|
70
|
|
|
101
|
|
|
—
|
|
|
239
|
|
|||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
(239
|
)
|
|||||
Balances, December 31, 2016
|
6,800
|
|
|
68
|
|
|
7,000
|
|
|
70
|
|
|
101
|
|
|
(239
|
)
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balances, December 31, 2017
|
6,800
|
|
|
$
|
68
|
|
|
7,000
|
|
|
$
|
70
|
|
|
$
|
101
|
|
|
$
|
(239
|
)
|
|
$
|
—
|
|
|
Year ended
December 31,
2017
|
|
Period from
July 26 through
December 31,
2016
|
||||
Net Loss
|
$
|
—
|
|
|
$
|
(239
|
)
|
Basic & Diluted
|
|
|
|
||||
Weighted average common shares outstanding - basic
(a)
|
4,223,290
|
|
|
4,223,290
|
|
||
Net Loss per common share
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
(a)
|
On February 15, 2018, stockholders approved the Company’s proposal to exchange shares of the existing classes and series of stock for new shares at specified exchange ratios. Following stockholder approval and the effectiveness of the reclassifications, ANRH has one class of common stock. The total common shares authorized equals 5,000,000, with 4,223,290 currently issued and outstanding. Preferred shares were eliminated in the reclassification. There was no change in relative shareholders’ rights, rank, or value before and after the reclassification. Accordingly, earnings per share has been retrospectively adjusted for the revised number of common shares.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Financial Position:
|
|
|
|
||||
Total Assets
|
$
|
876,080
|
|
|
$
|
1,060,273
|
|
Total Liabilities
|
$
|
999,093
|
|
|
$
|
1,088,034
|
|
Stockholders’ equity (deficit)
|
$
|
(123,013
|
)
|
|
$
|
(27,761
|
)
|
|
Year Ended
December 31, 2017
|
|
Period from
July 26 through
December 31, 2016
|
||||
Results of Operations:
|
|
|
|
||||
Net Loss
|
$
|
(38,886
|
)
|
|
$
|
(57,117
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Investment in ANR, Inc.
|
$
|
50
|
|
|
$
|
84
|
|
Total assets
|
50
|
|
|
84
|
|
||
Less: valuation allowance
|
(50
|
)
|
|
(84
|
)
|
||
Total net deferred tax assets/(liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2017
|
|
Period from
July 26 through December 31, 2016
|
||||
Valuation allowance beginning of period
|
$
|
84
|
|
|
$
|
—
|
|
Increase (decrease) in valuation allowance recorded as an increase (decrease) to income tax expense
|
(34
|
)
|
|
84
|
|
||
Valuation allowance end of period
|
$
|
50
|
|
|
$
|
84
|
|
a.
|
On February 15, 2018, stockholders approved the Company’s proposal to exchange shares of the existing classes and series of stock for new shares at specified exchange ratios. Following stockholder approval and the effectiveness of the reclassifications, ANRH has one class of common stock. The total common shares authorized equals 5,000,000, with 4,223,290 currently issued and outstanding. Preferred shares were eliminated in the reclassification.
|
b.
|
On February 15, 2018, ANRI stockholders approved the ANRI’s proposal to exchange shares of the existing classes and series of stock for new shares at specified exchange ratios. Following stockholder approval and the effectiveness of the reclassifications, ANRI now has two classes of common stock with equivalent rights, one of which will trade. The total common shares authorized equals 54,223,400 (50,000,000 Class C-1 and 4,223,400 Class C-2), with 20,131,152 (15,907,752 Class C-1 and 4,223,400 Class C-2) currently issued and outstanding. Class C-3 common shares and preferred shares were eliminated in the reclassification. There was no change in relative shareholders’ rights, rank, or value before and after the reclassification. As a result, ANRH now holds 4,223,400 shares of ANRI’s Class C-2 common stock and none of ANR’s Class C-1 common shares (a 21% effective ownership).
|
c.
|
On April 29, 2018, Contura Energy, Inc. (“Contura”), along with ANRI and ANRH (the “Alpha Companies”), entered into a definitive merger agreement providing for an all stock transaction. The transaction, which has been unanimously approved by the boards of directors of all parties, is expected to close in 2018, subject to the Alpha Companies shareholder approval and the satisfaction of other customary conditions.
|
d.
|
The Company’s subsequent events have been evaluated through August 16, 2018, the date at which the Financial Statements were available to be issued and determined there are no other items to disclose.
|
|
Six Months Ended
June 30,
|
||||||
|
2018
|
|
2017
|
||||
General and Administrative
|
$
|
(542
|
)
|
|
$
|
—
|
|
Loss before income taxes
|
$
|
(542
|
)
|
|
$
|
—
|
|
Income tax benefit
|
—
|
|
|
—
|
|
||
Net Loss
|
$
|
(542
|
)
|
|
$
|
—
|
|
|
|
|
|
||||
Basic & Diluted loss per common share
|
$
|
(0.13
|
)
|
|
$
|
—
|
|
|
|
|
|
||||
Weighted average shares - Basic and diluted
|
4,223,290
|
|
|
4,223,290
|
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
|
(Unaudited)
|
||||||
Assets
|
|
|
|
||||
Non-current Assets:
|
|
|
|
||||
Equity Investment in ANR, Inc.
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Payable to related party
|
$
|
542
|
|
|
$
|
—
|
|
Total Liabilities
|
$
|
542
|
|
|
$
|
—
|
|
|
|
|
|
||||
Stockholders’ Equity (Deficit)
|
|
|
|
||||
Preferred stock - par value $0.01, 0 shares authorized at June 30, 2018, 6,800,000 shares authorized, issued and outstanding at December 31, 2017
|
—
|
|
|
68
|
|
||
Common stock - par value $0.01, 5,000,000 shares authorized, 4,223,290 shares issued and outstanding at June 30, 2018 and 7,000,000 shares authorized, issued and outstanding at December 31, 2017
|
43
|
|
|
70
|
|
||
Additional paid-in capital
|
196
|
|
|
101
|
|
||
Accumulated deficit
|
(781
|
)
|
|
(239
|
)
|
||
Total stockholders’ equity (deficit)
|
(542
|
)
|
|
—
|
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
—
|
|
|
$
|
—
|
|
|
Six Months Ended
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(542
|
)
|
|
$
|
—
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Payable to related party
|
542
|
|
|
—
|
|
||
Net cash provided by operating activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Net cash provided by investing activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Net cash provided by financing activities
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
—
|
|
|
—
|
|
||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
Balances, December 31, 2016
|
6,800
|
|
|
$
|
68
|
|
|
7,000
|
|
|
$
|
70
|
|
|
$
|
101
|
|
|
$
|
(239
|
)
|
|
$
|
—
|
|
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balances December 31, 2017
|
6,800
|
|
|
68
|
|
|
7,000
|
|
|
70
|
|
|
101
|
|
|
(239
|
)
|
|
—
|
|
|||||
Reclassification and charter amendment
|
(6,800
|
)
|
|
(68
|
)
|
|
(2,777
|
)
|
|
(27
|
)
|
|
95
|
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(542
|
)
|
|
(542
|
)
|
|||||
Balances, June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
4,223
|
|
|
$
|
43
|
|
|
$
|
196
|
|
|
$
|
(781
|
)
|
|
$
|
(542
|
)
|
|
Six Months Ended
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net Loss
|
$
|
(542
|
)
|
|
$
|
—
|
|
Basic & Diluted
|
|
|
|
||||
Weighted average common shares outstanding - basic
(a)
|
4,223,290
|
|
|
4,223,290
|
|
||
Net Loss per common share
|
$
|
(0.13
|
)
|
|
$
|
—
|
|
(a)
|
On February 15, 2018, stockholders approved the Company’s proposal to exchange shares of the existing classes and series of stock for new shares at specified exchange ratios. Following stockholder approval and the effectiveness of the reclassifications, ANRH has one class of common stock. The total common shares authorized equals 5,000,000, with 4,223,290 currently issued and outstanding. Preferred shares were eliminated in the reclassification. There was no change in relative shareholders’ rights, rank, or value before and after the reclassification. Accordingly, earnings per share has been retrospectively adjusted for the revised number of common shares.
|
|
June 30,
2018
|
|
December 31, 2017
|
||||
Financial Position:
|
|
|
|
||||
Total Assets
|
$
|
812,173
|
|
|
$
|
876,080
|
|
Total Liabilities
|
$
|
869,629
|
|
|
$
|
999,093
|
|
Stockholders’ equity (deficit)
|
$
|
(57,456
|
)
|
|
$
|
(123,013
|
)
|
|
Six Months Ended
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Results of Operations:
|
|
|
|
||||
Net Income
|
$
|
64,621
|
|
|
$
|
23,747
|
|
|
Year Ended
December 31, 2017
|
|
Period from July 26 through
December 31, 2016
|
||||
Revenues:
|
|
|
|
||||
Coal revenues
|
$
|
1,186,882
|
|
|
$
|
372,724
|
|
Freight and handling revenues
|
38,987
|
|
|
19,095
|
|
||
Other revenues
|
10,469
|
|
|
5,654
|
|
||
Total revenues
|
1,236,338
|
|
|
397,473
|
|
||
|
|
|
|
||||
Costs and expenses:
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
938,056
|
|
|
337,890
|
|
||
(Gain) loss on disposition of property, plant and equipment
|
604
|
|
|
(2,955
|
)
|
||
Freight and handling costs
|
38,987
|
|
|
19,095
|
|
||
Other expenses
|
759
|
|
|
355
|
|
||
Depreciation, depletion and amortization
|
14,710
|
|
|
19,828
|
|
||
Amortization of acquired coal supply agreements, net
|
7,684
|
|
|
6,162
|
|
||
Accretion of asset retirement obligations
|
22,733
|
|
|
9,762
|
|
||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
34,465
|
|
|
14,174
|
|
||
Impairment – contingent credit support
|
—
|
|
|
21,954
|
|
||
Mark-to-market adjustment – acquisition-related obligations
|
15,112
|
|
|
14,647
|
|
||
Total costs and expenses
|
1,073,110
|
|
|
440,912
|
|
||
Income (loss) from operations
|
163,228
|
|
|
(43,439
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(14,504
|
)
|
|
(9,549
|
)
|
||
Interest income
|
2,788
|
|
|
692
|
|
||
Loss on early extinguishment of debt
|
(16,348
|
)
|
|
—
|
|
||
Miscellaneous income (expense), net
|
(390
|
)
|
|
437
|
|
||
Total other expense, net
|
(28,454
|
)
|
|
(8,420
|
)
|
||
Income (loss) from continuing operations before income taxes
|
134,774
|
|
|
(51,859
|
)
|
||
Income tax (expense) benefit
|
(17,584
|
)
|
|
18,214
|
|
||
Net income (loss) from continuing operations
|
117,190
|
|
|
(33,645
|
)
|
||
Discontinued operations (Note 4)
|
|
|
|
||||
Loss from discontinued operations (including loss on disposal of $130,826 for the year ended December 31, 2017) before income taxes
|
$
|
(197,364
|
)
|
|
$
|
(23,472
|
)
|
Income tax benefit
|
41,288
|
|
|
—
|
|
||
Loss from discontinued operations
|
(156,076
|
)
|
|
(23,472
|
)
|
||
Net loss
|
$
|
(38,886
|
)
|
|
$
|
(57,117
|
)
|
|
|
|
|
|
Year Ended
December 31, 2017
|
|
Period from July 26 through
December 31, 2016
|
||||
Net loss
|
$
|
(38,886
|
)
|
|
$
|
(57,117
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Current period actuarial gain (loss) on employee benefit plans, net of income tax of $0 and ($18,214) for the year ended December 31, 2017 and the period ended December 31, 2016, respectively
|
(56,389
|
)
|
|
28,220
|
|
||
Total comprehensive loss
|
$
|
(95,275
|
)
|
|
$
|
(28,897
|
)
|
Stockholders’ Equity (Deficit)
|
|
|
|
||||
Preferred stock - par value $0.01, 6,800,000 shares authorized, 6,800,000 issued and outstanding at December 31, 2017 and December 31, 2016
|
68
|
|
|
68
|
|
||
Common stock - par value $0.01, 12,000,000 shares authorized, 10,018,000 and 10,000,000 issued and outstanding at December 31, 2017 and December 31, 2016, respectively
|
100
|
|
|
100
|
|
||
Additional paid-in capital
|
991
|
|
|
968
|
|
||
Accumulated other comprehensive income (loss)
|
(28,169
|
)
|
|
28,220
|
|
||
Accumulated deficit
|
(96,003
|
)
|
|
(57,117
|
)
|
||
Total stockholders’ equity (deficit)
|
(123,013
|
)
|
|
(27,761
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
876,080
|
|
|
$
|
1,060,273
|
|
|
Year Ended
December 31, 2017
|
|
Period from July 26 though
December 31, 2016
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(38,886
|
)
|
|
$
|
(57,117
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation, depletion, and amortization
|
21,829
|
|
|
4,257
|
|
||
Amortization of acquired coal supply agreements, net
|
7,684
|
|
|
6,162
|
|
||
Amortization of debt issuance costs
|
4,179
|
|
|
3,021
|
|
||
Accretion of asset retirement obligations
|
58,005
|
|
|
29,148
|
|
||
Mark-to-market adjustment - acquisition-related obligations
|
15,112
|
|
|
14,647
|
|
||
Deferred income taxes
|
—
|
|
|
(18,214
|
)
|
||
(Gain) loss on disposition of property, plant, and equipment
|
131,430
|
|
|
(2,955
|
)
|
||
Impairment - contingent credit support
|
—
|
|
|
21,954
|
|
||
Loss on early extinguishment of debt
|
16,348
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts receivable, net
|
(25,167
|
)
|
|
(31,333
|
)
|
||
Notes and other receivables
|
(9,296
|
)
|
|
33,774
|
|
||
Inventories, net
|
(18,861
|
)
|
|
11,544
|
|
||
Prepaid expenses and other current assets
|
(8,051
|
)
|
|
11,620
|
|
||
Other non-current assets
|
(37,747
|
)
|
|
3,901
|
|
||
Trade accounts payable
|
23,923
|
|
|
(30,121
|
)
|
||
Accrued expenses and other current liabilities
|
(3,827
|
)
|
|
(39,019
|
)
|
||
Workers compensation and black lung
|
(18,785
|
)
|
|
(1,179
|
)
|
||
Pension and postretirement medical benefit obligations
|
(20,760
|
)
|
|
(7,826
|
)
|
||
Asset retirement obligations
|
(36,184
|
)
|
|
(13,441
|
)
|
||
Other non-current liabilities
|
(28,246
|
)
|
|
2,139
|
|
||
Net cash provided by (used in) operating activities
|
32,700
|
|
|
(59,038
|
)
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(57,370
|
)
|
|
(4,319
|
)
|
||
Release of restricted cash, net
|
189,245
|
|
|
3,649
|
|
||
Payments on disposition of property, plant, and equipment
|
(205,053
|
)
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment
|
4,553
|
|
|
1,821
|
|
||
Net cash provided by (used in) investing activities
|
(68,625
|
)
|
|
1,151
|
|
||
Financing activities:
|
|
|
|
||||
Principal repayments of long term debt
|
(128,639
|
)
|
|
(111
|
)
|
||
Proceeds from term loan
|
145,500
|
|
|
—
|
|
||
Letter of credit and AR securitization facilities fees
|
(3,510
|
)
|
|
—
|
|
||
Debt fees
|
(4,751
|
)
|
|
—
|
|
||
Principal repayments of capital lease obligations and notes payable
|
(4,079
|
)
|
|
(1,579
|
)
|
Net cash provided by (used in) financing activities
|
4,521
|
|
|
(1,690
|
)
|
||
Net decrease in cash and cash equivalents
|
(31,404
|
)
|
|
(59,577
|
)
|
||
Cash and cash equivalents at beginning of period
|
77,382
|
|
|
136,959
|
|
||
Cash and cash equivalents at end of period
|
$
|
45,978
|
|
|
$
|
77,382
|
|
|
|
|
|
||||
Supplemental cash flow information - Discontinued Operations:
|
|
|
|
||||
Net cash (used in) operating activities of discontinued operations included above
|
$
|
(42,302
|
)
|
|
$
|
(29,301
|
)
|
Net cash (used in) investing activities included above
|
$
|
(144,450
|
)
|
|
$
|
(75
|
)
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
9,723
|
|
|
$
|
3,659
|
|
Cash received for income tax refunds
|
$
|
7,553
|
|
|
$
|
961
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,458
|
|
|
$
|
837
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balances, July 26, 2016
|
6,800
|
|
|
$
|
68
|
|
|
10,000
|
|
|
$
|
100
|
|
|
$
|
968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,136
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,117
|
)
|
|
(57,117
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,220
|
|
|
—
|
|
|
28,220
|
|
||||||
Balances, December 31, 2016
|
6,800
|
|
|
68
|
|
|
10,000
|
|
|
100
|
|
|
968
|
|
|
28,220
|
|
|
(57,117
|
)
|
|
(27,761
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|
(38,886
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,389
|
)
|
|
—
|
|
|
(56,389
|
)
|
||||||
Issuance of Class C-3 Common Shares
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Balances, December 31, 2017
|
6,800
|
|
|
$
|
68
|
|
|
10,018
|
|
|
$
|
100
|
|
|
$
|
991
|
|
|
$
|
(28,169
|
)
|
|
$
|
(96,003
|
)
|
|
$
|
(123,013
|
)
|
•
|
Earnings per share has been included on the Consolidated Statements of Operations and a separate note has been added (see Note 6).
|
•
|
A statement has been added to disclose that the Company operates in one segment (see Note 1(a)).
|
•
|
Adoption dates for certain Accounting Standards Updates not yet adopted have been revised to include the dates related to a PBE (see Note 3).
|
•
|
The income tax note has been revised to include a rate reconciliation, listing of deferred tax assets and liabilities, and the tax effected amount of net operating losses and expiration dates (see Note 17).
|
•
|
6,500,000 shares of Preferred A Stock, all issued and outstanding
|
•
|
300,000 shares of Preferred B Stock, all issued and outstanding
|
•
|
7,000,000 shares of Common C-1 Stock, all issued and outstanding
|
•
|
3,000,000 shares of Common C-2 Stock, all issued and outstanding
|
•
|
The assumption by Contura or the subsidiaries of Contura of the liabilities assumed by Contura pursuant to the APA and the asset sale to Contura
|
•
|
Contura consideration
|
•
|
The recovery for Category 1 claimholders amounted to $8,000. However, if the Company’s cash available for distribution to the first lien lenders was less than $300,000, then $2,500 was to be paid upon emergence and the remaining $5,500 payment would have taken the form of an 18-month non-interest-bearing note assumed by Contura. Subsequently, if the $8,000 did not provide recovery of at least 3% to the Category 1 claimholders, then a portion of the cash originally allocated to Category 2 claimholders would be reallocated to holders of Category 1 claims. The reallocated amount could not exceed $5,000.
|
•
|
The recovery for Category 2 claimholders amounted to 5% of the common equity of Contura, and 7-year warrants exercisable for 7.5% of common equity of Contura. The exercise price was equal to 100% recovery of first lien lenders less the amount of cash distributed to the first lien lenders as part of the reallocation and can be exercised for cash.
|
•
|
The recovery for Category 2 Claims also included an ANR royalty payment (“Contingent Revenue Obligation”) commencing 18 months after the Effective Date which consists of a 5-year contingent revenue payment of 1.5% of annual gross revenues of the Company up to $500,000 and 1.0% of annual gross revenue in excess of $500,000. In the first year of the Contingent Revenue Obligation, up to $5,000 of cash could be redirected from the holders of the rights to receive the contingent revenue payments to the Category 1 claimholders as discussed above.
|
•
|
The Category 2 Claims also amounted to 100% of the Company’s equity unless that equity was utilized to satisfy state or federal regulators.
|
•
|
The settlement required that the Predecessor entity pay the reasonable and documented fees and expenses of the Indenture Trustee Committee Members (maximum of $1,750), Second Lien Noteholder Committee, and the Second Lien Notes Trustee (maximum of $600).
|
•
|
The settlement also included Contingent Credit Support from Contura to the Company from the Effective Date through September 30, 2018. The maximum amount that could have been provided by Contura to the Company was $35,000 and would have been unsecured. The Company would have been permitted to draw against the credit support balance if at any time prior to or on September 30, 2018, the Company’s cash balance fell below $20,000.
|
•
|
A periodic payment amount allocated per the POR for a total of $109,000 in monthly installments. These contributions were to be made in accordance with the following allocation amounts through 2018. Allocations subsequent to 2018 were to be determined at a later date.
|
Allocation Date
|
State
|
Allocation Percentage
|
August 31, 2016 through December 31, 2018
|
West Virginia
|
83.00%
|
Kentucky
|
11.25%
|
|
Virginia
|
4.00%
|
|
Illinois
|
1.00%
|
|
Tennessee
|
0.75%
|
•
|
In Tennessee, 50% of the net cash proceeds of each material asset sale of any retained assets located in Tennessee
|
•
|
In West Virginia, Kentucky, Virginia or Illinois, 50% of the net cash proceeds of any material asset sale of any retained asset located in the respective state, assuming the net cash proceeds were $500 or more
|
◦
|
For West Virginia specifically, this amount was to be reduced on a dollar-for-dollar basis by the amount of any self-bonded reclamation obligations on reclaim-only sites that are assumed by Contura of the assets provided that the amount of net cash proceeds contributed to the restricted cash account were not less than 25% of the net cash proceeds
|
•
|
In West Virginia, Kentucky, Virginia or Illinois, 25% of the net cash proceeds of any material asset sale of any retained asset located in the respective state, assuming the net cash proceeds were at least $100 but less than $500
|
•
|
In West Virginia, any collateral returned to or received by the Company from the issuer of any surety bonds issued in West Virginia, unless such collateral was used to provide acceptable financial assurance for reclaim-only sites that were covered by self-bonds in West Virginia
|
•
|
In Kentucky, Virginia, Illinois and Tennessee, any collateral returned to the Company by any issuer of any surety bond issued in the respective state
|
•
|
In Tennessee $500 from the First Lien Lender Distribution
|
(i)
|
The reorganization value of the assets of the emerging entity immediately before the date of confirmation was less than the total of all post-petition liabilities and allowed claims
|
(ii)
|
The holders of existing voting shares immediately before confirmation received less than 50 percent of the voting shares of the emerging entity. In addition, the loss of control contemplated by the Plan was substantive and not temporary. That is, the new controlling interest does not revert to the stockholders existing immediately before the Plan was filed or confirmed.
|
|
Predecessor
|
|
Effect of the Plan
|
|
|
|
Fresh Start Adjustments
|
|
|
|
Successor
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,188,185
|
|
|
$
|
(1,051,226
|
)
|
|
(A), (1)
|
|
$
|
—
|
|
|
|
|
$
|
136,959
|
|
Trade accounts receivable, net
|
139,362
|
|
|
(69,695
|
)
|
|
(A), (2)
|
|
—
|
|
|
|
|
69,667
|
|
||||
Notes and other receivables
|
17,098
|
|
|
27,694
|
|
|
(A), (3)
|
|
10,000
|
|
|
(18)
|
|
54,792
|
|
||||
Inventories, net
|
127,976
|
|
|
(53,221
|
)
|
|
(A)
|
|
(17,756
|
)
|
|
(19)
|
|
56,999
|
|
||||
Restricted Cash
|
18,682
|
|
|
407,175
|
|
|
(4)
|
|
—
|
|
|
|
|
425,857
|
|
||||
Prepaid expenses and other current assets
|
46,987
|
|
|
(20,165
|
)
|
|
(A)
|
|
—
|
|
|
|
|
26,822
|
|
||||
Total current assets
|
1,538,290
|
|
|
(759,438
|
)
|
|
|
|
(7,756
|
)
|
|
|
|
771,096
|
|
||||
Property, plant and equipment, net
|
2,448,548
|
|
|
(1,505,315
|
)
|
|
(A)
|
|
(753,106
|
)
|
|
(20)
|
|
190,127
|
|
||||
Other acquired intangibles
|
5,556
|
|
|
—
|
|
|
|
|
15,894
|
|
|
(21)
|
|
21,450
|
|
||||
Long term restricted cash
|
227,646
|
|
|
245,991
|
|
|
(4)
|
|
—
|
|
|
|
|
473,637
|
|
||||
Other non-current assets
|
66,213
|
|
|
(11,877
|
)
|
|
(A)
|
|
40,921
|
|
|
(22)
|
|
95,257
|
|
||||
Total assets
|
$
|
4,286,253
|
|
|
$
|
(2,030,639
|
)
|
|
|
|
$
|
(704,047
|
)
|
|
|
|
$
|
1,551,567
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current portion of long-term debt
|
$
|
1,343,710
|
|
|
$
|
(1,339,762
|
)
|
|
(A), (5)
|
|
$
|
—
|
|
|
|
|
$
|
3,948
|
|
Trade accounts payable
|
126,416
|
|
|
(52,476
|
)
|
|
(A), (6)
|
|
—
|
|
|
|
|
73,940
|
|
||||
Accrued expenses and other current liabilities
|
424,806
|
|
|
236,297
|
|
|
(A), (7)
|
|
(79,721
|
)
|
|
(23)
|
|
581,382
|
|
||||
Total current liabilities
|
1,894,932
|
|
|
(1,155,941
|
)
|
|
|
|
(79,721
|
)
|
|
|
|
659,270
|
|
||||
Long-term debt
|
1,449
|
|
|
103,658
|
|
|
(A), (8)
|
|
—
|
|
|
|
|
105,107
|
|
||||
Pension and postretirement medical benefit obligations
|
185,424
|
|
|
|
|
|
|
73,401
|
|
|
(24)
|
|
258,825
|
|
|||||
Workers compensation and black lung
|
317,201
|
|
|
(125,198
|
)
|
|
(A), (9)
|
|
25,401
|
|
|
(25)
|
|
217,404
|
|
||||
Asset retirement obligations
|
476,320
|
|
|
(174,707
|
)
|
|
(A)
|
|
(67,357
|
)
|
|
(26)
|
|
234,256
|
|
||||
Other non-current liabilities
|
98,405
|
|
|
(13,034
|
)
|
|
(A), (10)
|
|
(9,802
|
)
|
|
(27)
|
|
75,569
|
|
||||
Total liabilities not subject to compromise
|
2,973,731
|
|
|
(1,365,222
|
)
|
|
|
|
(58,078
|
)
|
|
|
|
1,550,431
|
|
||||
Liabilities subject to compromise
|
4,586,624
|
|
|
(4,586,624
|
)
|
|
(11)
|
|
—
|
|
|
|
|
—
|
|
||||
Total liabilities
|
7,560,355
|
|
|
(5,951,846
|
)
|
|
|
|
(58,078
|
)
|
|
|
|
1,550,431
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock
|
—
|
|
|
68
|
|
|
(12)
|
|
—
|
|
|
|
|
68
|
|
||||
Common Stock
|
2,351
|
|
|
(2,251
|
)
|
|
(13)
|
|
—
|
|
|
|
|
100
|
|
||||
Additional paid-in capital
|
8,218,339
|
|
|
(8,217,371
|
)
|
|
(14)
|
|
—
|
|
|
|
|
968
|
|
||||
Accumulated other comprehensive income ( loss)
|
(273,904
|
)
|
|
273,904
|
|
|
(15)
|
|
—
|
|
|
|
|
—
|
|
||||
Treasury Stock
|
(273,620
|
)
|
|
273,620
|
|
|
(16)
|
|
—
|
|
|
|
|
—
|
|
||||
Accumulated deficit
|
(10,947,268
|
)
|
|
11,593,237
|
|
|
(17)
|
|
(645,969
|
)
|
|
(28)
|
|
—
|
|
||||
Total stockholders’ equity (deficit)
|
(3,274,102
|
)
|
|
3,921,207
|
|
|
|
|
(645,969
|
)
|
|
|
|
1,136
|
|
||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
4,286,253
|
|
|
$
|
(2,030,639
|
)
|
|
|
|
$
|
(704,047
|
)
|
|
|
|
$
|
1,551,567
|
|
|
(A)
Contura Asset
Sale
|
|
Other Plan
Adjustments
|
|
|
|
Total
|
|||||||
Cash and cash equivalents
|
$
|
(143,800
|
)
|
|
$
|
(907,426
|
)
|
|
(1)
|
|
$
|
(1,051,226
|
)
|
|
Trade accounts receivable, net
|
(69,018
|
)
|
|
(677
|
)
|
|
(2)
|
|
(69,695
|
)
|
||||
Notes and other receivables
|
(1,224
|
)
|
|
28,918
|
|
|
(3)
|
|
27,694
|
|
||||
Inventories, net
|
(53,221
|
)
|
|
—
|
|
|
|
|
(53,221
|
)
|
||||
Short term restricted cash
|
—
|
|
|
407,175
|
|
|
(4)
|
|
407,175
|
|
||||
Prepaid expenses and other current assets
|
(20,165
|
)
|
|
—
|
|
|
|
|
(20,165
|
)
|
||||
Property, plant and equipment
|
(1,505,315
|
)
|
|
—
|
|
|
|
|
(1,505,315
|
)
|
||||
Long-term restricted cash
|
—
|
|
|
245,991
|
|
|
(4)
|
|
245,991
|
|
||||
Other non-current assets
|
(11,877
|
)
|
|
—
|
|
|
|
|
(11,877
|
)
|
||||
Total assets
|
(1,804,620
|
)
|
|
(226,019
|
)
|
|
|
|
(2,030,639
|
)
|
||||
|
|
|
|
|
|
|
|
|||||||
Current portion of long-term debt
|
(4,974
|
)
|
|
(1,334,788
|
)
|
|
(5)
|
|
(1,339,762
|
)
|
||||
Trade accounts payable
|
(39,790
|
)
|
|
(12,686
|
)
|
|
(6)
|
|
(52,476
|
)
|
||||
Accrued expenses and other current liabilities
|
(27,517
|
)
|
|
263,814
|
|
|
(7)
|
|
236,297
|
|
||||
Long-term debt, net of current portion
|
(70
|
)
|
|
103,728
|
|
|
(8)
|
|
103,658
|
|
||||
Workers compensation and black lung
|
(42,031
|
)
|
|
(83,167
|
)
|
|
(9)
|
|
(125,198
|
)
|
||||
Asset retirement obligations
|
(174,707
|
)
|
|
—
|
|
|
|
|
(174,707
|
)
|
||||
Other non-current liabilities
|
(10,570
|
)
|
|
(2,464
|
)
|
|
(10)
|
|
(13,034
|
)
|
||||
Liabilities subject to compromise
|
—
|
|
|
(4,586,624
|
)
|
|
(11)
|
|
(4,586,624
|
)
|
||||
Total liabilities
|
(299,659
|
)
|
|
(5,652,187
|
)
|
|
|
|
(5,951,846
|
)
|
||||
Preferred stock
|
—
|
|
|
68
|
|
|
(12)
|
|
68
|
|
||||
Common stock
|
—
|
|
|
(2,251
|
)
|
|
(13)
|
|
(2,251
|
)
|
||||
Additional paid-in capital
|
—
|
|
|
(8,217,371
|
)
|
|
(14)
|
|
(8,217,371
|
)
|
||||
Accumulated other comprehensive income (loss)
|
—
|
|
|
273,904
|
|
|
(15)
|
|
273,904
|
|
||||
Treasury stock
|
—
|
|
|
273,620
|
|
|
(16)
|
|
273,620
|
|
||||
Accumulated deficit
|
(1,504,961
|
)
|
|
13,098,198
|
|
|
(17)
|
|
11,593,237
|
|
||||
Total stockholders’ equity
|
(1,504,961
|
)
|
|
5,426,168
|
|
|
|
|
3,921,207
|
|
||||
Total liabilities and stockholders’ equity
|
$
|
(1,804,620
|
)
|
|
$
|
(226,019
|
)
|
|
|
|
$
|
(2,030,639
|
)
|
(1)
|
The following table reflects the use of operating cash at emergence:
|
Transfer to Contura
|
$
|
143,800
|
|
Transfer to ANR restricted cash - KCC
|
381,301
|
|
|
Transfer to various other ANR restricted cash accounts
|
214,825
|
|
|
Transfer to restricted cash - New Credit Facility
|
57,040
|
|
|
Payments to secured lenders
|
323,451
|
|
|
Settlements on emergence date
|
34,059
|
|
|
New Credit Facility Fees
|
21,750
|
|
|
New Credit Facility
|
(125,000
|
)
|
|
Subtotal
|
907,426
|
|
|
|
|
||
Total
|
$
|
1,051,226
|
|
(2)
|
Represents an adjustment to the estimated amount of receivables that are collectible.
|
(3)
|
$25,000 due to the Company based upon a settlement agreement with Contura Energy and the First Lien Agent in connection with the implementation of the Plan. Remaining $3,918 associated with return of collateral post-emergence.
|
(4)
|
Represents restricted cash set aside for reclamation, reclamation bonding, cash collateral related to letters of credit and payment of bankruptcy settled claims in accordance with the POR. The Successor restricted cash amounted to $899,494, $381,301 of which is set aside for bankruptcy liabilities to be paid out post-emergence.
|
(5)
|
($1,134,788) represents the amount of secured debt and accrued interest to lenders dismissed in bankruptcy. ($200,000) was reclassed to bankruptcy payment obligations, which is a component of accrued expenses (#7 below) to be paid out post-emergence.
|
(6)
|
Represents a bankruptcy payable obligation reclassed to #7 below.
|
(7)
|
Accrued expenses and other current liabilities;
|
•
|
$200,000- Represents amount payable to the First Lien Holders and reclassed from #5 above. This bankruptcy obligation is to be paid out post-emergence.
|
•
|
$63,814 represents settlement amounts and professional fees payable post-emergence.
|
•
|
After the effect of the plan and fresh start adjustments, $381,301 of the $581,382 of accrued expenses and other current liabilities of the Successor relates to bankruptcy obligations payable post-emergence. The estimated claims and professional fees to be paid post-emergence is being administered by Kurtzman Carson Consultants (“KCC”). To the extent that the ultimate settlements are less than $381,301, the residual amount is required to be paid to the First Lien Holders.
|
(8)
|
Represents the new facility financing amount ($125,000) less fees incurred of $21,750. Additional $408 represents adjustment to other long-term debt.
|
(9)
|
Represents revision in workers compensation and black lung benefit obligations in accordance with the POR.
|
(10)
|
$2,464 - Represents employee benefit related liability dismissed in bankruptcy.
|
(11)
|
Liabilities subject to compromise included unsecured or under-secured liabilities incurred prior to the Chapter 11 filing and consisted of the following:
|
Previously Reported Balance Sheet Line Item
|
|
||
Unsecured/Partially secured debt and accrued interest
|
$
|
2,978,784
|
|
Pension, postretirement medical and other employee benefit related obligations
|
984,057
|
|
|
Provision for rejected contracts and leases
|
492,123
|
|
|
Trade accounts payable
|
108,907
|
|
|
Other accruals
|
22,753
|
|
|
Total liabilities subject to compromise
|
$
|
4,586,624
|
|
(12)
|
Par value of ANR’s preferred shares issued and outstanding.
|
(13)
|
Par value of ANR’s common shares issued and outstanding and cancellation of predecessor common stock.
|
(14)
|
Cancellation of predecessor additional paid-in capital, net of $968 paid-in capital established in fresh start accounting.
|
(15)
|
Elimination of predecessor other comprehensive loss.
|
(16)
|
Cancellation of predecessor Treasury Stock.
|
(17)
|
Represents the amounts that were recorded to implement the POR on the Effective Date. This process included the settlement of liabilities subject to compromise and other liabilities through a combination of cash payments, the issuance of new common and preferred stock, and the issuance of new debt. The following represents the calculation of the total pre-tax gain on the settlement of liabilities subject to compromise:
|
(18)
|
Represents the current portion of the reclamation funding receivable due from Contura as more fully explained in Note 12, 2016 Global Reclamation Agreement & 2017 Amended Reclamation Funding Agreement, Contura Contributions.
|
(19)
|
Adjustment to value coal inventory and supply inventory at fair value.
|
(20)
|
Reflects adjustment to value property plant and equipment under various valuation techniques (market, income, cost).
|
(21)
|
Sales contract asset - The Company recorded assets of $21,450 related to above market coal sales contracts. The fair value was estimated using a discounted cash flow model representing the difference in the market price and contract price of the coal to be shipped and will be amortized into earnings as the coal is shipped.
|
(22)
|
$30,581 - Non-current reclamation receivable from Contura as more fully explained in Note 13.
|
(23)
|
Represents the fair value adjustment related to the Company’s short-term asset retirement obligation. As a result of a Global Reclamation Agreement the expected current portion of cash for reclamation has been reduced compared to historical levels.
|
(24)
|
Actuarially determined revision to pension obligation determined on the emergence date.
|
(25)
|
Actuarially determined fair value adjustment based upon the population of employees the Company is responsible for post-emergence.
|
(26)
|
Asset retirement obligations - Reclamation obligations were fair valued based upon a discount rate applied to the future estimated cash expenditures.
|
(27)
|
Includes a fair value adjustment to certain of the company’s coal supply agreements ($11,996) to account for lower contracted price versus the market price on certain contracts. Also reflects the elimination of the Predecessor deferred revenue ($11,454), offset by a Contingent Revenue Obligation at fair value $13,101 and an environmental obligation of $547. See UCC Note regarding category 2 claims - Contingent Revenue Obligation.
|
2018
|
$
|
297
|
|
2019
|
47
|
|
|
Total net future amortization expense
|
$
|
344
|
|
|
December 31,
2016
|
||
Current assets:
|
|
||
Notes and other receivables (Reclamation funding receivable)
|
$
|
10,000
|
|
Inventories, net
|
402
|
|
|
Restricted cash
|
10,202
|
|
|
Total current assets
|
20,604
|
|
|
|
|
||
Property, plant and equipment, net
|
27,803
|
|
|
Long-term restricted cash
|
33,572
|
|
|
Other non-current assets (Reclamation funding receivable)
|
32,833
|
|
|
Total non-current assets
|
94,208
|
|
|
Total assets
|
$
|
114,812
|
|
|
|
||
Current liabilities:
|
|
||
Accrued expenses and other current liabilities (asset retirement obligations)
|
$
|
34,981
|
|
Total current liabilities
|
34,981
|
|
|
Asset retirement obligations
|
146,608
|
|
|
Total liabilities
|
$
|
181,589
|
|
|
Year Ended
December 31, 2017
|
|
Period from July 26 through
December 31, 2016
|
||||
Revenues:
|
|
|
|
||||
Coal revenues
|
$
|
39,338
|
|
|
$
|
7,506
|
|
Freight and handling revenues
|
1,609
|
|
|
82
|
|
||
Other revenues
|
—
|
|
|
428
|
|
||
Total revenues
|
40,947
|
|
|
8,016
|
|
||
|
|
|
|
||||
Costs and expenses:
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
63,485
|
|
|
26,710
|
|
||
(Gain) loss on disposition of property, plant and equipment
|
130,826
|
|
|
—
|
|
||
Freight and handling costs
|
1,609
|
|
|
82
|
|
||
Other expenses
|
—
|
|
|
882
|
|
||
Depreciation, depletion and amortization
|
7,119
|
|
|
(15,571
|
)
|
||
Accretion of asset retirement obligations
|
35,272
|
|
|
19,385
|
|
||
Total costs and expenses
|
238,311
|
|
|
31,488
|
|
||
Loss from discontinued operations before income tax benefit
|
(197,364
|
)
|
|
(23,472
|
)
|
||
Income tax benefit from discontinued operations
|
41,288
|
|
|
—
|
|
||
Loss from discontinued operations
|
$
|
(156,076
|
)
|
|
$
|
(23,472
|
)
|
|
Balance
December 31,
2016
|
|
OCI before
Reclassification
|
|
Amounts
Reclassified
from AOCI
|
|
Balance
December 31,
2017
|
||||||||
Employee benefit costs, net
|
$
|
28,220
|
|
|
$
|
(56,389
|
)
|
|
$
|
—
|
|
|
$
|
(28,169
|
)
|
|
Balance
July 26,
2016
|
|
OCI before
Reclassification
|
|
Amounts
Reclassified
from AOCI
|
|
Balance
December 31,
2016
|
||||||||
Employee benefit costs, net
|
$
|
—
|
|
|
$
|
28,220
|
|
|
$
|
—
|
|
|
$
|
28,220
|
|
|
Year Ended
December 31, 2017
|
|
Period from July 26 through
December 31, 2016
|
||||
Net income (loss)
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
117,190
|
|
|
$
|
(33,645
|
)
|
Loss from discontinued operations
|
(156,076
|
)
|
|
(23,472
|
)
|
||
Net loss
|
$
|
(38,886
|
)
|
|
$
|
(57,117
|
)
|
|
|
|
|
||||
Basic & Diluted
(2)
|
|
|
|
||||
Weighted average common shares outstanding
|
20,124,374
|
|
|
20,111,040
|
|
||
Income (loss) per common share:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
5.82
|
|
|
$
|
(1.67
|
)
|
Loss from discontinued operations
|
(7.75
|
)
|
|
(1.17
|
)
|
||
Net loss
|
$
|
(1.93
|
)
|
|
$
|
(2.84
|
)
|
(1)
|
On February 15, 2018, stockholders approved the Company’s proposal to exchange shares of the existing classes and series of stock for new shares at specified exchange ratios. Following stockholder approval and the effectiveness of the reclassifications, ANR has two classes of common stock with equivalent rights. The total common shares authorized equals 54,223,400 (50,000,000 Class C-1 and 4,223,400 Class C-2), with 20,131,152 (15,907,752 Class C-1 and 4,223,400 Class C-2) currently issued and outstanding. Class C-3 common shares and preferred shares were eliminated in the reclassification. There was no change in relative shareholders’ rights, rank, or value before and after the reclassification. Accordingly, earnings per share has been retrospectively adjusted for the new classes of common stock.
|
(2)
|
The Company has 1,782,000 outstanding stock options that are not dilutive since exercisability of these options is dependent upon a change in control contingency.
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Raw coal
|
$
|
17,692
|
|
|
$
|
12,651
|
|
Saleable coal
|
25,099
|
|
|
12,238
|
|
||
Materials, supplies and other, net
|
21,122
|
|
|
20,163
|
|
||
Total inventories, net
|
$
|
63,913
|
|
|
$
|
45,052
|
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Prepaid insurance
|
$
|
6,463
|
|
|
$
|
6,031
|
|
Prepaid workers’ compensation and state black lung
|
2,793
|
|
|
—
|
|
||
Prepaid freight
|
809
|
|
|
1,050
|
|
||
Prepaid taxes
|
12,711
|
|
|
8,398
|
|
||
Deposits and other prepaid expenses
|
2,340
|
|
|
2,020
|
|
||
Total prepaid expenses and other current assets
|
$
|
25,116
|
|
|
$
|
17,499
|
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Plant and mining equipment
|
$
|
156,151
|
|
|
$
|
124,266
|
|
Owned and leased mineral rights
(1)
|
20,774
|
|
|
43,342
|
|
||
Land
|
17,553
|
|
|
17,453
|
|
||
Office equipment, software and other
|
601
|
|
|
626
|
|
||
Construction in progress
|
22,477
|
|
|
1,912
|
|
||
Total property, plant and equipment
|
$
|
217,556
|
|
|
$
|
187,599
|
|
Less accumulated depreciation, depletion, and amortization
|
73,249
|
|
|
54,440
|
|
||
Total property, plant and equipment
|
$
|
144,307
|
|
|
$
|
133,159
|
|
(1)
|
Owned and leased mineral rights of $20,774 and $43,342, as of December 31, 2017 and 2016, respectively, relates to capitalized asset retirement obligation costs associated with active mining operations.
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Advanced royalties
|
$
|
330
|
|
|
$
|
290
|
|
VA CEE tax credit
|
8,219
|
|
|
8,189
|
|
||
Notes receivable
|
1,699
|
|
|
296
|
|
||
Workers compensation receivable
|
16,796
|
|
|
17,843
|
|
||
Prepaid workers’ compensation and state black lung
|
28,336
|
|
|
—
|
|
||
Alternative minimum tax credit refund receivable
|
23,338
|
|
|
—
|
|
||
Other
|
5,803
|
|
|
7,425
|
|
||
Total
|
$
|
84,521
|
|
|
$
|
34,043
|
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Wages and employee benefits
|
$
|
47,334
|
|
|
$
|
32,049
|
|
Current portion of asset retirement obligations
|
10,996
|
|
|
8,028
|
|
||
Taxes other than income taxes
|
52,581
|
|
|
60,314
|
|
||
Interest payable
|
68
|
|
|
2,519
|
|
||
Current portion of workers compensation and black lung
|
20,518
|
|
|
17,515
|
|
||
Fines and penalties
|
1,127
|
|
|
2,513
|
|
||
Bankruptcy liabilities
|
37,097
|
|
|
44,458
|
|
||
Other
|
16,819
|
|
|
19,995
|
|
||
Total accrued expenses and other current liabilities
|
$
|
186,540
|
|
|
$
|
187,391
|
|
|
December 31,
2017
|
|
December 31, 2016
|
||||
$125,000 Term Loan
|
$
|
—
|
|
|
$
|
124,889
|
|
$150,000 Term Loan
|
146,250
|
|
|
—
|
|
||
LCC Note Payable
|
80,000
|
|
|
—
|
|
||
LCC Water Treatment Stipulation
|
14,000
|
|
|
—
|
|
||
Other
|
447
|
|
|
4,227
|
|
||
Total before debt issuance costs and debt discounts
|
240,697
|
|
|
129,116
|
|
||
Unamortized debt issuance costs and debt discount related to Term Loans
|
(8,269
|
)
|
|
(18,729
|
)
|
||
Unamortized discount on LCC Note Payable based on an imputed interest rate of 21.1%
|
(28,360
|
)
|
|
—
|
|
||
Unamortized discount on LCC Water Treatment Stipulation based on an imputed interest rate of 21.1%
|
(5,808
|
)
|
|
—
|
|
||
Total long-term debt
|
$
|
198,260
|
|
|
$
|
110,387
|
|
Less current portion
|
18,655
|
|
|
110,192
|
|
||
Long-term debt, net of current portion
|
$
|
179,605
|
|
|
$
|
195
|
|
2018
|
$
|
34,144
|
|
2019
|
35,144
|
|
|
2020
|
35,144
|
|
|
2021
|
121,265
|
|
|
2022
|
12,500
|
|
|
Thereafter
|
2,500
|
|
|
Total long-term debt
|
$
|
240,697
|
|
(1)
|
Future maturities include the total scheduled payments related to the LCC Note Payable and LCC Water Treatment Stipulation that includes a principal and interest component from an accounting perspective.
|
•
|
25% by December 31, 2020;
|
•
|
50% by December 31, 2023; and
|
•
|
100% by the tenth anniversary of the Effective Date.
|
|
Mandatory Funding Required Under the 2016 POR
|
|
Mandatory Amounts Funded
(1)
|
|
Funding No Longer Required by ANR based upon Amendment
|
|
Future Funding into LCC's Restricted Cash Accounts
(2)
|
||||||||
2016
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2017
|
10,000
|
|
|
7,627
|
|
|
2,373
|
|
|
—
|
|
||||
2018
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
17,500
|
|
||||
2019
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
17,500
|
|
||||
2020
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
17,500
|
|
||||
2021
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
17,500
|
|
||||
2022
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
10,000
|
|
||||
2023
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
||||
2024
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
||||
2025
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
||||
Total
|
$
|
109,000
|
|
|
$
|
12,627
|
|
|
$
|
96,373
|
|
|
$
|
80,000
|
|
(1)
|
September 2017 was the last month that contributions were made into the GRA accounts associated with Kentucky, Tennessee, and West Virginia. Contributions into the GRA accounts of Virginia and Illinois continued for the remainder of the year (monthly contributions totaling $42). The contributions will cease when the permits are officially transferred to the respective buyers of the properties. Some contributions are expected to be made in early 2018 for these two states but are not material, and not reflected in the schedule above.
|
(2)
|
The principal portion of the $80,000 is reflected in long term debt on the Consolidated Balance Sheet at December 31, 2017 (see Note 12).
|
|
Mandatory Funding Required Under the 2016 POR
|
|
Mandatory Amounts Funded
|
|
Future Funding into Accounts of LCC (1)
|
||||||
2017
|
$
|
1,000
|
|
|
$1,000
|
|
$
|
—
|
|
||
2018
|
1,500
|
|
|
—
|
|
|
1,500
|
|
|||
2019
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2020
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2021
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2022
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2023
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
Total
|
$
|
15,000
|
|
|
$
|
1,000
|
|
|
$
|
14,000
|
|
(1)
|
The principal portion of the $14,000 is reflected in long term debt on the Consolidated Balance Sheet at December 31, 2017 (see Note 12).
|
|
Funding Required Under the 2016 POR
|
|
Amended Agreement Adjustment
|
|
Funding Required per the Amendment
|
|
Amounts Funded Through December 2017
|
|
Future Funding Required
|
||||||||||
2016
|
$
|
4,500
|
|
|
$
|
—
|
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
$
|
—
|
|
2017 - Pre Amendment
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|||||
Subtotal
|
5,500
|
|
|
—
|
|
|
5,500
|
|
|
5,500
|
|
|
—
|
|
|||||
2017 - Post Amendment
|
—
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
—
|
|
|||||
2018
|
1,500
|
|
|
(500
|
)
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|||||
2019
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
2020
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||||
2021
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||||
2022
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
Total
|
$
|
18,000
|
|
|
$
|
—
|
|
|
$
|
18,000
|
|
|
$
|
6,000
|
|
|
$
|
12,000
|
|
|
Total
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||||
Total asset retirement obligations at July 26, 2016
|
$
|
278,530
|
|
|
$
|
86,886
|
|
|
$
|
191,644
|
|
Accretion for the period
(1)
|
31,401
|
|
|
9,763
|
|
|
21,638
|
|
|||
Revisions in estimated cash flows
(2)
|
(27,405
|
)
|
|
(5,808
|
)
|
|
(21,597
|
)
|
|||
Asset sales
(3)
|
(2,897
|
)
|
|
(2,897
|
)
|
|
—
|
|
|||
Expenditures for the period
|
(13,441
|
)
|
|
(3,345
|
)
|
|
(10,096
|
)
|
|||
Total asset retirement obligations at December 31, 2016
|
266,188
|
|
|
84,599
|
|
|
181,589
|
|
|||
Accretion for the period
(1)
|
62,221
|
|
|
22,733
|
|
|
39,488
|
|
|||
Sites added during the period
|
171
|
|
|
171
|
|
|
—
|
|
|||
Revision in estimated cash flows
(2)
|
(31,173
|
)
|
|
(31,173
|
)
|
|
—
|
|
|||
Asset sales
(3)
|
(192,921
|
)
|
|
—
|
|
|
(192,921
|
)
|
|||
Expenditures for the period
|
(36,184
|
)
|
|
(8,028
|
)
|
|
(28,156
|
)
|
|||
Total asset retirement obligations at December 31, 2017
|
68,302
|
|
|
68,302
|
|
|
—
|
|
|||
Less current portion
|
10,996
|
|
|
10,996
|
|
|
—
|
|
|||
Long-term portion
|
$
|
57,306
|
|
|
$
|
57,306
|
|
|
$
|
—
|
|
(1)
|
Offsetting accretion expense in the activities of discontinued operations for 2017 and 2016 is $4,216 and $2,253 of interest income, respectively, associated with the reclamation funding receivable from Contura.
|
(2)
|
Represents a reduction in estimated costs which was recorded as a reduction to depreciation, depletion, and amortization in the Consolidated Statements of Operations/activities of discontinued operations for the year ended December 31, 2017 and the period ended December 31, 2016.
|
(3)
|
Assumption of asset retirement obligation by buyers is included in Gain (Loss) on disposition of property, plant, and equipment in the Consolidated Statements of Operations/activities of discontinued operations and the Consolidated Statements of Cash Flows.
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Contingent revenue obligation
|
$
|
42,860
|
|
|
$
|
27,748
|
|
Deferred WY production taxes
|
4,547
|
|
|
11,159
|
|
||
Property taxes
|
—
|
|
|
26,531
|
|
||
Other
|
3,258
|
|
|
4,257
|
|
||
Total other non-current liabilities
|
$
|
50,665
|
|
|
$
|
69,695
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Carrying Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
$150,000 term loan
|
$
|
137,981
|
|
|
$
|
142,825
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,825
|
|
LCC note payable
|
51,640
|
|
|
49,937
|
|
|
—
|
|
|
—
|
|
|
49,937
|
|
|||||
LCC water stipulation
|
8,189
|
|
|
7,893
|
|
|
—
|
|
|
—
|
|
|
7,893
|
|
(1)
|
Net of unamortized debt issuance costs and debt discount
|
|
December 31, 2016
|
||||||||||||||||||
|
Carrying Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Credit Facility loan
|
$
|
106,160
|
|
|
$
|
122,933
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,933
|
|
(1)
|
Net of debt issuance costs
|
|
Carrying Amount
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent Revenue Obligation
|
$
|
(42,860
|
)
|
|
$
|
(42,860
|
)
|
|
$
|
—
|
|
|
$
|
|
|
$
|
(42,860
|
)
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent Revenue Obligation
|
$
|
(27,748
|
)
|
|
$
|
(27,748
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,748
|
)
|
|
December 31,
2017
|
|
July 26 through
December 31, 2016
|
||||
Current tax expense:
|
|
|
|
||||
Federal
|
$
|
(11,680
|
)
|
|
$
|
—
|
|
State
|
(5,904
|
)
|
|
—
|
|
||
|
(17,584
|
)
|
|
—
|
|
||
Deferred tax benefit:
|
|
|
|
||||
Federal
|
—
|
|
|
15,196
|
|
||
State
|
—
|
|
|
3,018
|
|
||
|
—
|
|
|
18,214
|
|
||
Total income tax (expense) benefit:
|
|
|
|
||||
Federal
|
(11,680
|
)
|
|
15,196
|
|
||
State
|
(5,904
|
)
|
|
3,018
|
|
||
|
$
|
(17,584
|
)
|
|
$
|
18,214
|
|
|
Year Ended
December 31, 2017
|
|
Period from July 26 through
December 31, 2016
|
||||
Pre-tax income (loss)
|
$
|
134,773
|
|
|
$
|
(51,859
|
)
|
|
|
|
|
||||
Federal statutory income tax expense (benefit)
|
47,171
|
|
|
(18,151
|
)
|
||
Increase (reductions) in taxes due to:
|
|
|
|
||||
Percentage depletion allowance
|
(22,512
|
)
|
|
(4,830
|
)
|
||
Federal tax rate change
|
27,619
|
|
|
—
|
|
||
Minimum tax credit asset recognition due to Tax Act
|
(30,702
|
)
|
|
—
|
|
||
State taxes, net of federal tax impact
|
2,442
|
|
|
(3,623
|
)
|
||
Tax provision to tax return impact
|
10,071
|
|
|
—
|
|
||
Change in valuation allowances
|
(17,265
|
)
|
|
8,242
|
|
||
Other
|
760
|
|
|
148
|
|
||
Income tax expense (benefit)
|
$
|
17,584
|
|
|
$
|
(18,214
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Asset retirement obligations
|
$
|
17,851
|
|
|
$
|
104,414
|
|
Reserves and accruals not currently deductible
|
15,251
|
|
|
12,549
|
|
||
Workers' compensation and black lung
|
60,462
|
|
|
83,490
|
|
||
Pension and postretirement medical benefit obligations
|
54,090
|
|
|
83,772
|
|
||
LCC Note Payable and Water Treatment Stipulation
|
15,655
|
|
|
—
|
|
||
Alternative minimum tax credit carryforwards
|
7,675
|
|
|
—
|
|
||
Net operating loss carryforwards, net of Section 382 limitation
|
26,236
|
|
|
13,798
|
|
||
Gross deferred tax assets
|
197,220
|
|
|
298,023
|
|
||
Less valuation allowance
|
(77,746
|
)
|
|
(43,534
|
)
|
||
Deferred tax assets
|
119,474
|
|
|
254,489
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(22,040
|
)
|
|
(28,018
|
)
|
||
Restricted cash
|
(90,756
|
)
|
|
(198,094
|
)
|
||
Acquired intangibles, net
|
(90
|
)
|
|
(3,149
|
)
|
||
Prepaid expenses
|
(2,359
|
)
|
|
(2,855
|
)
|
||
Other Assets
|
(4,229
|
)
|
|
(22,373
|
)
|
||
Total deferred tax liabilities
|
(119,474
|
)
|
|
(254,489
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
2017
|
|
July 26 through
December 31, 2016
|
||||
Valuation allowance beginning of period
|
$
|
43,534
|
|
|
$
|
—
|
|
Valuation allowance established in fresh start accounting to account for book and tax basis differences
|
—
|
|
|
26,898
|
|
||
Valuation allowance not effecting income tax expense
|
14,737
|
|
|
—
|
|
||
Increase in valuation allowance recorded as an increase to income tax expense
|
19,475
|
|
|
16,636
|
|
||
Valuation allowance end of period
|
$
|
77,746
|
|
|
$
|
43,534
|
|
(a)
|
Company Administered Defined Benefit Pension Plans
|
|
Year Ended
December 31, 2017
|
|
July 26 through
December 31, 2016
|
||||
Change in benefit obligations:
|
|
|
|
||||
Accumulated benefit obligation at beginning of period:
|
$
|
716,312
|
|
|
$
|
805,867
|
|
Interest cost
|
25,143
|
|
|
9,693
|
|
||
Actuarial (gain) loss
|
58,593
|
|
|
(84,691
|
)
|
||
Benefits paid
|
(32,629
|
)
|
|
(11,762
|
)
|
||
Plan amendments
|
(3,889
|
)
|
|
—
|
|
||
Settlements
|
(4,205
|
)
|
|
(2,795
|
)
|
||
Accumulated benefit obligation at end of period
|
$
|
759,325
|
|
|
$
|
716,312
|
|
|
|
|
|
||||
Change in fair value of plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
507,011
|
|
|
$
|
544,113
|
|
Actual return on plan assets
|
62,939
|
|
|
(24,958
|
)
|
||
Employer contributions
|
14,322
|
|
|
2,413
|
|
||
Benefits paid
|
(32,629
|
)
|
|
(11,762
|
)
|
||
Settlements
|
(4,205
|
)
|
|
(2,795
|
)
|
||
Fair value of plan assets at end of period
|
$
|
547,438
|
|
|
$
|
507,011
|
|
Funded status
|
$
|
(211,887
|
)
|
|
$
|
(209,301
|
)
|
Accrued benefit cost at end of year
|
$
|
(211,887
|
)
|
|
$
|
(209,301
|
)
|
|
December 31,
2017
|
|
December 31,
2016
|
||||
Net actuarial gain
|
$
|
(22,709
|
)
|
|
$
|
(45,867
|
)
|
|
Year Ended
December 31, 2017
|
|
July 26 through
December 31, 2016
|
||||
Interest cost
|
$
|
25,143
|
|
|
$
|
9,693
|
|
Expected return on plan assets
|
(31,240
|
)
|
|
(13,826
|
)
|
||
Prior service credit
|
(114
|
)
|
|
—
|
|
||
Settlement gain
|
(39
|
)
|
|
(40
|
)
|
||
Net periodic benefit credit
|
$
|
(6,250
|
)
|
|
$
|
(4,173
|
)
|
|
Year Ended
December 31, 2017 |
|
July 26 through
December 31, 2016 |
||||
Current year actuarial (gain) loss
|
$
|
26,894
|
|
|
$
|
(45,907
|
)
|
Net prior service credit
|
(3,775
|
)
|
|
—
|
|
||
Settlement gain
|
39
|
|
|
40
|
|
||
Total recognized in other comprehensive (income) loss
|
$
|
23,158
|
|
|
$
|
(45,867
|
)
|
Total recognized in net periodic benefit cost and other comprehensive loss (income)
|
$
|
16,908
|
|
|
$
|
(50,040
|
)
|
|
December 31, 2017
|
|
July 26 through
December 31, 2016 |
Projected benefit obligation
|
759,325
|
|
716,312
|
Accumulated benefit obligation
|
759,325
|
|
716,312
|
Fair value of plan assets
|
547,438
|
|
507,011
|
|
December 31,
2017
|
|
December 31,
2016
|
||
Discount rate
|
3.63
|
%
|
|
4.12
|
%
|
|
Year Ended
December 31, 2017
|
|
July 26 through
December 31, 2016
|
||
Discount rate
|
4.12
|
%
|
|
3.44
|
%
|
Expected long-term return on plan assets
|
6.25
|
%
|
|
6.25
|
%
|
Measurement date
|
December 31, 2017
|
|
|
December 31, 2016
|
|
|
Target
Allocation
Percentages
2018
|
|
Percentage of
Plan Assets
2017
|
||
Equity funds
|
40
|
%
|
|
39
|
%
|
Fixed income funds
|
60
|
%
|
|
59
|
%
|
Other types of investments
|
—
|
%
|
|
2
|
%
|
Total
|
100.00
|
%
|
|
100.00
|
%
|
2018
|
$
|
29,436
|
|
2019
|
29,858
|
|
|
2020
|
30,989
|
|
|
2021
|
31,894
|
|
|
2022
|
32,704
|
|
|
2023-2027
|
171,077
|
|
|
|
$
|
325,958
|
|
|
|
|
Quoted Market
Prices in Active
Market for
Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Asset Category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Multi-asset fund
(a)
|
$
|
212,337
|
|
|
$
|
—
|
|
|
$
|
212,337
|
|
|
$
|
—
|
|
Fixed income funds:
|
|
|
|
|
|
|
|
||||||||
Bond fund
(b)
|
320,478
|
|
|
—
|
|
|
320,478
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Guaranteed insurance contract
|
10,675
|
|
|
—
|
|
|
—
|
|
|
10,675
|
|
||||
Total
|
$
|
543,490
|
|
|
$
|
—
|
|
|
$
|
532,815
|
|
|
$
|
10,675
|
|
Receivable
(c)
|
1,038
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
544,528
|
|
|
|
|
|
|
|
|||||||
Private equity funds measured at net asset value practical expedient
(1)
|
2,910
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
547,438
|
|
|
|
|
|
|
|
(a)
|
This fund contains equities (domestic and international), real estate, and bonds.
|
(b)
|
This fund contains bonds representing a diversity of sectors and maturities. This fund also includes mortgage-backed securities and U.S. Treasuries.
|
(c)
|
Receivable for investments sold at December 31, 2017, which approximates fair value.
|
|
|
|
Quoted Market
Prices in Active
Market for
Identical
Assets
|
|
Significant
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Asset Category
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Multi-asset fund
(a)
|
$
|
195,656
|
|
|
$
|
—
|
|
|
$
|
195,656
|
|
|
$
|
—
|
|
Fixed income funds:
|
|
|
|
|
|
|
|
||||||||
Bond fund
(b)
|
294,688
|
|
|
—
|
|
|
294,688
|
|
|
—
|
|
||||
Other types of investments:
|
|
|
|
|
|
|
|
||||||||
Guaranteed insurance contract
|
10,553
|
|
|
—
|
|
|
—
|
|
|
10,553
|
|
||||
Total
|
$
|
500,897
|
|
|
$
|
—
|
|
|
$
|
490,344
|
|
|
$
|
10,553
|
|
Receivable
(c)
|
2,676
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
503,573
|
|
|
|
|
|
|
|
|||||||
Private equity funds measured at net asset value practical expedient
(1)
|
3,438
|
|
|
|
|
|
|
|
|||||||
Total plan assets
|
$
|
507,011
|
|
|
|
|
|
|
|
(a)
|
This fund contains equities (domestic and international), real estate, and bonds.
|
(b)
|
This fund contains bonds representing a diversity of sectors and maturities. This fund also includes mortgage-backed securities and U.S. Treasuries.
|
(c)
|
Receivable for investments sold at December 31, 2016, which approximates fair value.
|
|
Fair Value
Measurements Using Significant
Unobservable Inputs (Level 3)
|
||
|
Guaranteed
Insurance
Contract
|
||
Beginning balance, December 31, 2016
|
$
|
10,553
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
(228
|
)
|
|
Relating to assets sold during the period
|
—
|
|
|
Purchases, sales, and settlements
|
350
|
|
|
Ending balance, December 31, 2017
|
$
|
10,675
|
|
|
Fair Value
Measurements Using Significant
Unobservable Inputs (Level 3)
|
||
|
Guaranteed
Insurance
Contract
|
||
Beginning balance, July 26, 2016
|
10,434
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
—
|
|
|
Relating to assets sold during the period
|
—
|
|
|
Purchases, sales, and settlements
|
119
|
|
|
Ending balance, December 31, 2016
|
$
|
10,553
|
|
(1)
|
In accordance with Accounting Standards Update 2015-07, investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of assets of the plans.
|
|
Year Ended
December 31, 2017
|
|
July 26 through
December 31, 2016
|
||||
Change in benefit obligations:
|
|
|
|
||||
Accumulated benefit obligation at beginning of period:
|
$
|
69,118
|
|
|
$
|
71,585
|
|
Service cost
|
1,542
|
|
|
760
|
|
||
Interest cost
|
2,624
|
|
|
876
|
|
||
Actuarial (gain) loss
|
33,136
|
|
|
(602
|
)
|
||
Benefits paid
|
(11,288
|
)
|
|
(3,501
|
)
|
||
Accumulated benefit obligation at end of period
|
$
|
95,132
|
|
|
$
|
69,118
|
|
Change in fair value of plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of period
|
$
|
2,616
|
|
|
$
|
2,624
|
|
Actual loss on plan assets
|
(30
|
)
|
|
(8
|
)
|
||
Benefits paid
|
(11,288
|
)
|
|
(3,501
|
)
|
||
Employer contributions
|
11,288
|
|
|
3,501
|
|
||
Fair value of plan assets at end of period
|
2,586
|
|
|
2,616
|
|
||
Funded status
|
$
|
(92,546
|
)
|
|
$
|
(66,502
|
)
|
|
|
|
|
||||
Amounts recognized in the Consolidated Balance Sheets:
|
|
|
|
||||
Current liabilities
|
$
|
7,357
|
|
|
$
|
3,412
|
|
Long-term liabilities
|
85,189
|
|
|
63,090
|
|
||
|
$
|
92,546
|
|
|
$
|
66,502
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Net actuarial (gain) loss
|
$
|
32,666
|
|
|
$
|
(567
|
)
|
|
Year Ended
December 31, 2017
|
|
July 26 through December 31, 2016
|
||||
Service cost
|
$
|
1,542
|
|
|
$
|
760
|
|
Interest cost
|
2,624
|
|
|
876
|
|
||
Expected return on plan assets
|
(67
|
)
|
|
(27
|
)
|
||
Net periodic expense
|
$
|
4,099
|
|
|
$
|
1,609
|
|
|
Year Ended
December 31, 2017
|
|
July 26 through December 31, 2016
|
||||
Current year actuarial (gain) loss
|
$
|
33,233
|
|
|
$
|
(567
|
)
|
Total recognized in other comprehensive (income) loss
|
$
|
33,233
|
|
|
$
|
(567
|
)
|
Total recognized in net periodic benefit cost and other comprehensive (income) loss
|
$
|
37,332
|
|
|
$
|
1,042
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||
Discount rate
|
3.65
|
%
|
|
4.16
|
%
|
|
Year Ended
December 31, 2017
|
|
July 26 through December 31, 2016
|
||
Discount rate
|
4.18
|
%
|
|
3.50
|
%
|
Expected long-term return on plan assets
|
2.50
|
%
|
|
2.50
|
%
|
Federal benefit trend rate
|
3.00
|
%
|
|
3.00
|
%
|
Health care cost trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
Operating
Leases
|
|
Coal Royalties
|
||||
Year Ending December 31:
|
|
|
|
||||
2018
|
$
|
2,123
|
|
|
$
|
10,403
|
|
2019
|
544
|
|
|
8,268
|
|
||
2020
|
449
|
|
|
7,053
|
|
||
2021
|
—
|
|
|
6,282
|
|
||
2022
|
—
|
|
|
5,620
|
|
||
Thereafter
|
—
|
|
|
21,040
|
|
||
Total
|
$
|
3,116
|
|
|
$
|
58,666
|
|
|
Six Months Ended
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Coal revenues
|
$
|
603,727
|
|
|
$
|
617,217
|
|
Freight and handling revenues
|
—
|
|
|
17,446
|
|
||
Other revenues
|
2,992
|
|
|
4,318
|
|
||
Total revenues
|
606,719
|
|
|
638,981
|
|
||
|
|
|
|
||||
Costs and expenses:
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
447,969
|
|
|
457,450
|
|
||
Loss on disposition of property, plant and equipment
|
5,823
|
|
|
1,350
|
|
||
Freight and handling costs
|
17,677
|
|
|
17,446
|
|
||
Other expenses
|
—
|
|
|
751
|
|
||
Depreciation, depletion and amortization
|
18,120
|
|
|
24,790
|
|
||
Amortization of acquired coal supply agreements, net
|
143
|
|
|
5,125
|
|
||
Accretion of asset retirement obligations
|
8,147
|
|
|
8,594
|
|
||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
27,839
|
|
|
16,708
|
|
||
Mark-to-market adjustment – acquisition-related obligations
|
8,706
|
|
|
3,091
|
|
||
Total costs and expenses
|
534,424
|
|
|
535,305
|
|
||
Income from operations
|
72,295
|
|
|
103,676
|
|
||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(14,027
|
)
|
|
(8,033
|
)
|
||
Interest income
|
1,794
|
|
|
1,461
|
|
||
Loss on early extinguishment of debt
|
—
|
|
|
(16,348
|
)
|
||
Miscellaneous income, net
|
3,289
|
|
|
2,603
|
|
||
Total other expense, net
|
(8,944
|
)
|
|
(20,317
|
)
|
||
Income from continuing operations before income taxes
|
63,351
|
|
|
83,359
|
|
||
Income tax expense
|
—
|
|
|
(24,424
|
)
|
||
Net income from continuing operations
|
63,351
|
|
|
58,935
|
|
||
Discontinued operations (Note 3)
|
|
|
|
||||
Income (loss) from discontinued operations (including gain on disposal of $2,857 and $9,264 for the six months ended June 30, 2018 and 2017, respectively) before income taxes
|
1,270
|
|
|
(35,655
|
)
|
||
Income tax benefit
|
—
|
|
|
467
|
|
||
Income (loss) from discontinued operations
|
1,270
|
|
|
(35,188
|
)
|
||
Net income
|
$
|
64,621
|
|
|
$
|
23,747
|
|
|
|
|
|
||||
Basic income (loss) per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
3.15
|
|
|
$
|
2.93
|
|
Income (loss) from discontinued operations
|
$
|
0.06
|
|
|
$
|
(1.75
|
)
|
Net income
|
$
|
3.21
|
|
|
$
|
1.18
|
|
Diluted income (loss) per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
3.15
|
|
|
$
|
2.93
|
|
Income (loss) from discontinued operations
|
$
|
0.06
|
|
|
$
|
(1.75
|
)
|
Net income
|
$
|
3.21
|
|
|
$
|
1.18
|
|
Weighted average shares - basic
|
20,131,152
|
|
|
20,117,485
|
|
||
Weighted average shares - diluted
|
20,147,516
|
|
|
20,117,485
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
64,621
|
|
|
$
|
23,747
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
||
Total comprehensive income
|
$
|
64,621
|
|
|
$
|
23,747
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
72,904
|
|
|
$
|
45,978
|
|
Trade accounts receivable, net
|
63,243
|
|
|
126,170
|
|
||
Notes and other receivables
|
26,686
|
|
|
23,281
|
|
||
Inventories, net
|
82,429
|
|
|
63,913
|
|
||
Restricted cash
|
79,478
|
|
|
101,599
|
|
||
Prepaid expenses and other current assets
|
10,120
|
|
|
25,116
|
|
||
Total current assets
|
334,860
|
|
|
386,057
|
|
||
Property, plant and equipment, net
|
155,011
|
|
|
144,307
|
|
||
Acquired coal supply agreements (net of accumulated amortization of $21,195 and $21,052, respectively)
|
255
|
|
|
398
|
|
||
Long-term restricted cash
|
237,101
|
|
|
260,797
|
|
||
Other non-current assets
|
84,946
|
|
|
84,521
|
|
||
Total assets
|
$
|
812,173
|
|
|
$
|
876,080
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
26,814
|
|
|
$
|
18,655
|
|
Trade accounts payable
|
56,059
|
|
|
71,733
|
|
||
Accrued expenses and other current liabilities
|
144,763
|
|
|
186,540
|
|
||
Total current liabilities
|
227,636
|
|
|
276,928
|
|
||
Long-term debt, net of current portion
|
123,170
|
|
|
179,605
|
|
||
Workers compensation and black lung
|
221,814
|
|
|
227,623
|
|
||
Pension and postretirement medical benefit obligations
|
199,732
|
|
|
206,966
|
|
||
Asset retirement obligations
|
56,634
|
|
|
57,306
|
|
||
Other non-current liabilities
|
40,643
|
|
|
50,665
|
|
||
Total liabilities
|
869,629
|
|
|
999,093
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 19)
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ Equity (Deficit)
|
|
|
|
||||
Preferred stock - par value $0.01, no shares authorized or issued at June 30, 2018 and, 6,800,000 shares authorized, 6,800,000 issued and outstanding at December 31, 2017
|
—
|
|
|
68
|
|
||
Common stock - par value $0.01, 54,223,400 shares authorized, 20,131,152 issued and outstanding at June 30, 2018 and 12,000,000 shares authorized, 10,018,000 issued and outstanding at December 31, 2017
|
201
|
|
|
100
|
|
||
Additional paid-in capital
|
1,894
|
|
|
991
|
|
||
Accumulated other comprehensive loss
|
(28,169
|
)
|
|
(28,169
|
)
|
Accumulated deficit
|
(31,382
|
)
|
|
(96,003
|
)
|
||
Total stockholders’ equity (deficit)
|
(57,456
|
)
|
|
(123,013
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
812,173
|
|
|
$
|
876,080
|
|
|
Six Months Ended
June 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
64,621
|
|
|
$
|
23,747
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion, and amortization
|
18,120
|
|
|
30,882
|
|
||
Amortization of acquired coal supply agreements, net
|
143
|
|
|
5,125
|
|
||
Amortization of debt issuance costs and debt discount
|
7,109
|
|
|
2,612
|
|
||
Accretion of asset retirement obligations
|
8,287
|
|
|
32,475
|
|
||
Mark-to-market adjustment - acquisition-related obligations
|
8,706
|
|
|
3,091
|
|
||
Stock-based compensation
|
936
|
|
|
23
|
|
||
Employee benefit plans, net
|
(185
|
)
|
|
258
|
|
||
Loss (gain) on disposition of property, plant, and equipment
|
2,966
|
|
|
(7,914
|
)
|
||
Loss on early extinguishment of debt
|
—
|
|
|
16,348
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts receivable, net
|
62,927
|
|
|
(6,334
|
)
|
||
Notes and other receivables
|
303
|
|
|
4,691
|
|
||
Inventories, net
|
(18,516
|
)
|
|
(26,301
|
)
|
||
Prepaid expenses and other current assets
|
14,836
|
|
|
6,768
|
|
||
Other non-current assets
|
2,200
|
|
|
(26,842
|
)
|
||
Trade accounts payable
|
(16,169
|
)
|
|
21,579
|
|
||
Accrued expenses and other current liabilities
|
(45,856
|
)
|
|
11,918
|
|
||
Workers compensation and black lung
|
(17,971
|
)
|
|
(12,047
|
)
|
||
Pension and postretirement medical benefit obligations
|
(11,665
|
)
|
|
(12,267
|
)
|
||
Asset retirement obligations
|
(2,669
|
)
|
|
(20,328
|
)
|
||
Other non-current liabilities
|
(4,384
|
)
|
|
(11,615
|
)
|
||
Net cash provided by operating activities
|
73,739
|
|
|
35,869
|
|
||
Investing activities:
|
|
|
|
||||
Capital expenditures
|
(39,289
|
)
|
|
(24,480
|
)
|
||
Payments on disposition of property, plant, and equipment
|
(2,502
|
)
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment
|
5,492
|
|
|
2,817
|
|
||
Net cash used in investing activities
|
(36,299
|
)
|
|
(21,663
|
)
|
||
Financing activities:
|
|
|
|
||||
Principal repayments of long term debt
|
(55,510
|
)
|
|
(124,889
|
)
|
||
Letter of credit and AR securitization facilities fees
|
—
|
|
|
(3,510
|
)
|
||
Principal repayments of capital lease obligations and notes payable
|
(821
|
)
|
|
(2,036
|
)
|
||
Net cash used in financing activities
|
(56,331
|
)
|
|
(130,435
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(18,891
|
)
|
|
(116,229
|
)
|
||
Cash, cash equivalents, and restricted cash at beginning of period
|
408,374
|
|
|
636,383
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
389,483
|
|
|
$
|
520,154
|
|
|
|
|
|
||||
Supplemental cash flow information - Discontinued Operations:
|
|
|
|
Net cash used in operating activities of discontinued operations included above
|
$
|
(1,502
|
)
|
|
$
|
(30,500
|
)
|
Net cash provided by (used in) investing activities included above
|
$
|
(2,502
|
)
|
|
$
|
1,930
|
|
|
|
|
|
||||
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
7,018
|
|
|
$
|
7,632
|
|
Cash paid for income taxes
|
$
|
2
|
|
|
$
|
11,502
|
|
Cash received for income tax refunds
|
$
|
12,265
|
|
|
$
|
7,333
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Accrued capital expenditures
|
$
|
1,953
|
|
|
$
|
1,383
|
|
|
As of June 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
$
|
72,904
|
|
|
$
|
101,105
|
|
Short-term restricted cash
|
79,478
|
|
|
71,713
|
|
||
Long-term restricted cash
|
237,101
|
|
|
347,336
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
389,483
|
|
|
$
|
520,154
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity (Deficit)
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balances, December 31, 2016
|
6,800
|
|
|
$
|
68
|
|
|
10,000
|
|
|
$
|
100
|
|
|
$
|
968
|
|
|
$
|
28,220
|
|
|
$
|
(57,117
|
)
|
|
$
|
(27,761
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|
(38,886
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,389
|
)
|
|
—
|
|
|
(56,389
|
)
|
||||||
Issuance of Class C-3 Common Shares
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||||
Balances, December 31, 2017
|
6,800
|
|
|
68
|
|
|
10,018
|
|
|
100
|
|
|
991
|
|
|
(28,169
|
)
|
|
(96,003
|
)
|
|
(123,013
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,621
|
|
|
64,621
|
|
||||||
Reclassification and charter amendment
|
(6,800
|
)
|
|
(68
|
)
|
|
10,113
|
|
|
101
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
936
|
|
|
—
|
|
|
—
|
|
|
936
|
|
||||||
Balances, June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
20,131
|
|
|
$
|
201
|
|
|
$
|
1,894
|
|
|
$
|
(28,169
|
)
|
|
$
|
(31,382
|
)
|
|
$
|
(57,456
|
)
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
As Reported
|
|
Adjustments
(1)
|
|
Balances prior to adoption of ASC 606
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Coal Revenues
|
$
|
603,727
|
|
|
$
|
(19,313
|
)
|
|
$
|
584,414
|
|
Freight and handling revenues
|
—
|
|
|
18,549
|
|
|
18,549
|
|
|||
Other revenues
|
2,992
|
|
|
2,096
|
|
|
5,088
|
|
|||
Total Revenues
|
$
|
606,719
|
|
|
$
|
1,332
|
|
|
$
|
608,051
|
|
Freight and handling expense
|
$
|
17,677
|
|
|
$
|
872
|
|
|
$
|
18,549
|
|
Other expense
|
$
|
—
|
|
|
$
|
460
|
|
|
$
|
460
|
|
(1)
|
The adjustments represent freight and handling revenues, and coal additives being treated as fulfillments costs and included within coal revenues under ASC 606.
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Contract Liabilities
(1)
|
$
|
384
|
|
|
$
|
—
|
|
(1)
|
Amounts relate to customer prepayments under coal contracts.
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Revenues:
|
|
|
|
||||
Coal revenues
|
$
|
—
|
|
|
$
|
15,813
|
|
Freight and handling revenues
|
—
|
|
|
499
|
|
||
Total revenues
|
—
|
|
|
16,312
|
|
||
|
|
|
|
||||
Costs and expenses:
|
|
|
|
||||
Cost of coal sales (exclusive of items shown separately below)
|
1,447
|
|
|
30,759
|
|
||
Gain on disposition of property, plant and equipment
|
(2,857
|
)
|
|
(9,264
|
)
|
||
Freight and handling costs
|
—
|
|
|
499
|
|
||
Depreciation, depletion and amortization
|
—
|
|
|
6,092
|
|
||
Accretion of asset retirement obligations
|
140
|
|
|
23,881
|
|
||
Total costs and expenses
|
(1,270
|
)
|
|
51,967
|
|
||
Income (loss) from discontinued operations before Income tax benefit
|
1,270
|
|
|
(35,655
|
)
|
||
Income tax benefit from discontinued operations
|
—
|
|
|
467
|
|
||
Income (loss) from discontinued operations
|
$
|
1,270
|
|
|
$
|
(35,188
|
)
|
|
Balance
December 31,
2017
|
|
OCI before
Reclassification
|
|
Amounts
Reclassified
from AOCI
|
|
Balance
June 30,
2018
|
||||||||
Employee benefit costs, net
|
$
|
(28,169
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28,169
|
)
|
|
Balance
December 31,
2016
|
|
OCI before
Reclassification
|
|
Amounts
Reclassified
from AOCI
|
|
Balance
June 30,
2017
|
||||||||
Employee benefit costs, net
|
$
|
28,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,220
|
|
|
Six Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2017
(1)
|
||||
Net income
|
|
|
|
||||
Income from continuing operations
|
$
|
63,351
|
|
|
$
|
58,935
|
|
Income (loss) from discontinued operations
|
1,270
|
|
|
(35,188
|
)
|
||
Net income
|
$
|
64,621
|
|
|
$
|
23,747
|
|
|
|
|
|
||||
Basic
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
20,131,152
|
|
|
20,117,485
|
|
||
|
|
|
|
||||
Basic income (loss) per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
3.15
|
|
|
$
|
2.93
|
|
Income (loss) from discontinued operations
|
0.06
|
|
|
(1.75
|
)
|
||
Net income
|
$
|
3.21
|
|
|
$
|
1.18
|
|
|
|
|
|
||||
Diluted
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
20,131,152
|
|
|
20,117,485
|
|
||
Diluted effect of restricted share units
|
16,364
|
|
|
—
|
|
||
Weighted average of common shares outstanding-diluted
|
20,147,516
|
|
|
20,117,485
|
|
||
|
|
|
|
||||
Diluted income (loss) per common share:
|
|
|
|
||||
Income from continuing operations
|
$
|
3.15
|
|
|
$
|
2.93
|
|
Income (loss) from discontinued operations
|
0.06
|
|
|
(1.75
|
)
|
||
Net income
|
$
|
3.21
|
|
|
$
|
1.18
|
|
(1)
|
On February 15, 2018, stockholders approved the Company’s proposal to exchange shares of the existing classes and series of stock for new shares at specified exchange ratios. Following stockholder approval and the effectiveness of the reclassifications, ANR has two classes of common stock with equivalent rights. The total common shares authorized equals 54,223,400 (50,000,000 Class C-1 and 4,223,400 Class C-2), with 20,131,152 (15,907,752 Class C-1 and 4,223,400 Class C-2) currently issued and outstanding. Class C-3 common shares and preferred shares were eliminated in the reclassification. There was no change in relative shareholders’ rights, rank, or value before and after the reclassification. Accordingly, comparative earnings per share has been restated.
|
|
June 30,
2018
|
|
December 31, 2017
|
||||
Raw coal
|
$
|
15,947
|
|
|
$
|
17,692
|
|
Saleable coal
|
44,725
|
|
|
25,099
|
|
||
Materials, supplies and other, net
|
21,757
|
|
|
21,122
|
|
||
Total inventories, net
|
$
|
82,429
|
|
|
$
|
63,913
|
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
Prepaid insurance
|
$
|
3,066
|
|
|
$
|
6,463
|
|
Prepaid workers’ compensation and state black lung
|
2,793
|
|
|
2,793
|
|
||
Prepaid freight
|
1,795
|
|
|
809
|
|
||
Prepaid taxes
|
448
|
|
|
12,711
|
|
||
Deposits and other prepaid expenses
|
2,018
|
|
|
2,340
|
|
||
Total prepaid expenses and other current assets
|
$
|
10,120
|
|
|
$
|
25,116
|
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
Plant and mining equipment
|
$
|
155,155
|
|
|
$
|
151,189
|
|
Owned and leased mineral rights
(1)
|
19,092
|
|
|
20,774
|
|
||
Mine development
|
8,831
|
|
|
4,962
|
|
||
Land
|
16,573
|
|
|
17,553
|
|
||
Office equipment, software and other
|
489
|
|
|
601
|
|
||
Construction in progress
|
37,566
|
|
|
22,477
|
|
||
Total property, plant and equipment
|
237,706
|
|
|
217,556
|
|
||
Less accumulated depreciation, depletion, and amortization
|
82,695
|
|
|
73,249
|
|
||
Total property, plant and equipment
|
$
|
155,011
|
|
|
$
|
144,307
|
|
(1)
|
Owned and leased mineral rights of $19,092 and $20,774, as of June 30, 2018 and December 31, 2017, respectively, relates to capitalized asset retirement obligation costs associated with active mining operations.
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
Advanced royalties
|
$
|
621
|
|
|
$
|
330
|
|
VA CEE tax credit
|
4,012
|
|
|
8,219
|
|
||
Notes receivable
|
661
|
|
|
1,699
|
|
||
Workers compensation receivable
|
24,574
|
|
|
16,796
|
|
||
Prepaid workers’ compensation and state black lung
|
26,998
|
|
|
28,336
|
|
||
Alternative minimum tax credit refund receivable
|
23,338
|
|
|
23,338
|
|
||
Other
|
4,742
|
|
|
5,803
|
|
||
Total
|
$
|
84,946
|
|
|
$
|
84,521
|
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
Wages and employee benefits
|
$
|
27,625
|
|
|
$
|
47,334
|
|
Current portion of asset retirement obligations
|
9,909
|
|
|
10,996
|
|
||
Taxes other than income taxes
|
43,521
|
|
|
52,581
|
|
||
Interest payable
|
23
|
|
|
68
|
|
||
Current portion of workers compensation and black lung
|
20,518
|
|
|
20,518
|
|
||
Fines and penalties
|
1,228
|
|
|
1,127
|
|
||
Bankruptcy liabilities
|
20,143
|
|
|
37,097
|
|
||
Contingent revenue obligation
|
14,466
|
|
|
—
|
|
||
Deferred revenue
|
384
|
|
|
—
|
|
||
Other
|
6,946
|
|
|
16,819
|
|
||
Total accrued expenses and other current liabilities
|
$
|
144,763
|
|
|
$
|
186,540
|
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
$150,000 Term Loan
|
$
|
90,740
|
|
|
$
|
146,250
|
|
LCC Note Payable
|
80,000
|
|
|
80,000
|
|
||
LCC Water Treatment Stipulation
|
13,250
|
|
|
14,000
|
|
||
Other
|
1,612
|
|
|
447
|
|
||
Total before debt issuance costs and debt discounts
|
185,602
|
|
|
240,697
|
|
||
Unamortized debt issuance costs and debt discount related to Term Loans
|
(6,958
|
)
|
|
(8,269
|
)
|
||
Unamortized discount on LCC Note Payable based on an imputed interest rate of 21.1%
|
(23,615
|
)
|
|
(28,360
|
)
|
||
Unamortized discount on LCC Water Treatment Stipulation based on an imputed interest rate of 21.1%
|
(5,045
|
)
|
|
(5,808
|
)
|
||
Total long-term debt
|
$
|
149,984
|
|
|
$
|
198,260
|
|
Less current portion
|
26,814
|
|
|
18,655
|
|
||
Long-term debt, net of current portion
|
$
|
123,170
|
|
|
$
|
179,605
|
|
•
|
25% by December 31, 2020;
|
•
|
50% by December 31, 2023; and
|
•
|
100% by the tenth anniversary of the Effective Date.
|
|
Mandatory Funding Required Under the 2016 POR
|
|
Mandatory Amounts Funded
(1)
|
|
Funding No Longer Required by ANR based upon Amendment
|
|
Future Funding into LCC's Restricted Cash Accounts
(2)
|
||||||||
2016
|
$
|
5,000
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2017
|
10,000
|
|
|
7,627
|
|
|
2,373
|
|
|
—
|
|
||||
2018
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
17,500
|
|
||||
2019
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
17,500
|
|
||||
2020
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
17,500
|
|
||||
2021
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
17,500
|
|
||||
2022
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
10,000
|
|
||||
2023
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
||||
2024
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
||||
2025
|
12,000
|
|
|
—
|
|
|
12,000
|
|
|
—
|
|
||||
Total
|
$
|
109,000
|
|
|
$
|
12,627
|
|
|
$
|
96,373
|
|
|
$
|
80,000
|
|
(1)
|
September 2017 was the last month that contributions were made into the GRA accounts associated with Kentucky, Tennessee, and West Virginia. Contributions into the GRA account of Virginia continued for the remainder of 2017 and into the second quarter of 2018 (monthly contributions totaling $34). Contributions into the GRA account of Illinois continued for the remainder of 2017 and through the first five months of 2018 (monthly contributions of $8). The contributions for Illinois ceased in June of 2018 and the contributions for Virginia will cease when the permits are officially transferred to the respective buyers of the properties. The 2018 contributions of $246 made during the six months ended June 30, 2018 for these two states are not reflected in the schedule above.
|
(2)
|
The principal portion of the $80,000 is partially reflected in short-term debt, with the remainder included in long-term debt on the Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017 (see Note 11).
|
|
Mandatory Funding Required Under the 2016 POR
|
|
Mandatory Amounts Funded
|
|
Future Funding into Accounts of LCC
(1)
|
||||||
2017
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
2018
|
1,500
|
|
|
750
|
|
|
750
|
|
|||
2019
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2020
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2021
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2022
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
2023
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||
Total
|
$
|
15,000
|
|
|
$
|
1,750
|
|
|
$
|
13,250
|
|
(1)
|
The principal portion of the $13,250 ($14,000 at December 31,2017) is partially reflected in short-term debt, with the remainder included in long-term debt on the Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017, respectively (see Note 11).
|
|
Funding Required Under the 2016 POR
|
|
Amended Agreement Adjustment
|
|
Funding Required per the Amendment
|
|
Amounts Funded Through June 30, 2018
|
|
Future Funding Required
|
||||||||||
2016
|
$
|
4,500
|
|
|
$
|
—
|
|
|
$
|
4,500
|
|
|
$
|
4,500
|
|
|
$
|
—
|
|
2017 - Pre Amendment
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
|||||
Subtotal
|
5,500
|
|
|
—
|
|
|
5,500
|
|
|
5,500
|
|
|
—
|
|
|||||
2017 - Post Amendment
|
—
|
|
|
500
|
|
|
500
|
|
|
500
|
|
|
—
|
|
|||||
2018
|
1,500
|
|
|
(500
|
)
|
|
1,000
|
|
|
500
|
|
|
500
|
|
|||||
2019
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
2020
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||||
2021
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||||
2022
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
Total
|
$
|
18,000
|
|
|
$
|
—
|
|
|
$
|
18,000
|
|
|
$
|
6,500
|
|
|
$
|
11,500
|
|
|
Total
|
|
Continuing Operations
|
|
Discontinued Operations
|
||||||
Total asset retirement obligations at December 31, 2017
|
$
|
68,302
|
|
|
$
|
68,302
|
|
|
$
|
—
|
|
Balance of discontinued operations disposed of in the first quarter of 2018
|
—
|
|
|
(7,189
|
)
|
|
7,189
|
|
|||
Accretion for the period
|
8,287
|
|
|
8,147
|
|
|
140
|
|
|||
Asset sales
(1)
|
(7,377
|
)
|
|
(103
|
)
|
|
(7,274
|
)
|
|||
Expenditures for the period
|
(2,669
|
)
|
|
(2,614
|
)
|
|
(55
|
)
|
|||
Total asset retirement obligations at June 30, 2018
|
66,543
|
|
|
66,543
|
|
|
—
|
|
|||
Less current portion
|
9,909
|
|
|
9,909
|
|
|
—
|
|
|||
Long-term portion
|
$
|
56,634
|
|
|
$
|
56,634
|
|
|
$
|
—
|
|
(1)
|
Assumption of asset retirement obligations by buyer is included in gain on disposition of property, plant, and equipment in the Condensed Consolidated Statements of Operations and Cash Flows.
|
|
June 30,
2018
|
|
December 31,
2017
|
||||
Contingent revenue obligation
|
$
|
37,100
|
|
|
$
|
42,860
|
|
Deferred WY production taxes
|
—
|
|
|
4,547
|
|
||
Other
|
3,543
|
|
|
3,258
|
|
||
Total other non-current liabilities
|
$
|
40,643
|
|
|
$
|
50,665
|
|
|
June 30, 2018
|
|||||||||||||||||
|
Carrying Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
$150,000 term loan
|
$
|
83,782
|
|
|
$
|
89,790
|
|
|
$
|
—
|
|
|
$—
|
|
$
|
89,790
|
|
|
LCC note payable
|
56,385
|
|
|
54,405
|
|
|
—
|
|
|
—
|
|
|
54,405
|
|
||||
LCC water stipulation
|
8,205
|
|
|
7,603
|
|
|
—
|
|
|
—
|
|
|
7,603
|
|
(1)
|
Net of unamortized debt issuance costs and debt discount
|
|
December 31, 2017
|
|||||||||||||||||
|
Carrying Amount
(1)
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
$150,000 term loan
|
$
|
137,981
|
|
|
$
|
142,825
|
|
|
$
|
—
|
|
|
$—
|
|
$
|
142,825
|
|
|
LCC note payable
|
51,640
|
|
|
49,937
|
|
|
—
|
|
|
—
|
|
|
49,937
|
|
||||
LCC water stipulation
|
8,192
|
|
|
7,893
|
|
|
—
|
|
|
—
|
|
|
7,893
|
|
(1)
|
Net of unamortized debt issuance costs and debt discount
|
|
Carrying Amount
|
|
Total Fair
Value
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent Revenue Obligation
|
$
|
(51,566
|
)
|
|
$
|
(51,566
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(51,566
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contingent Revenue Obligation
|
$
|
(42,860
|
)
|
|
$
|
(42,860
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(42,860
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Interest cost
|
$
|
12,355
|
|
|
$
|
11,632
|
|
Expected return on plan assets
|
(16,867
|
)
|
|
(16,591
|
)
|
||
Amortization of prior service credit
|
(57
|
)
|
|
—
|
|
||
Net periodic benefit credit
|
$
|
(4,569
|
)
|
|
$
|
(4,959
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Service cost
|
$
|
771
|
|
|
$
|
912
|
|
Interest cost
|
1,312
|
|
|
1,051
|
|
||
Expected return on plan assets
|
(33
|
)
|
|
(33
|
)
|
||
Net periodic expense
|
$
|
2,050
|
|
|
$
|
1,930
|
|
|
Historical
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
June 30, 2018
|
|
June 30, 2018
|
|
June 30, 2018
|
|
|
|
|
|
|
|
June 30, 2018
|
||||||||||||||
|
Contura
|
|
ANR
|
|
Holdings
|
|
Reclassification Adjustments
Note 5
|
|
Pro Forma Adjustments
Note 6
|
|
Financing Transactions
Adjustments Note 7
|
|
Pro Forma Combined
|
||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||
Acquisition-related obligations-current
|
13,788
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,788
|
|
|||||||
Liabilities held for sale
|
1,305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,305
|
|
|||||||
Accrued expenses and other current liabilities
|
56,615
|
|
|
144,763
|
|
|
542
|
|
|
1,305
|
|
|
45,152
|
|
J
|
—
|
|
|
248,377
|
|
|||||||
Current liabilities-discontinued operations
|
26,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,138
|
|
|||||||
Total current liabilities
|
177,281
|
|
|
227,636
|
|
|
542
|
|
|
1,305
|
|
|
29,839
|
|
|
—
|
|
|
436,603
|
|
|||||||
Long-term debt
|
361,649
|
|
|
123,170
|
|
|
—
|
|
|
—
|
|
|
8,710
|
|
K
|
—
|
|
|
493,529
|
|
|||||||
Workers compensation and black lung
|
—
|
|
|
221,814
|
|
|
—
|
|
|
45,429
|
|
|
(15,631
|
)
|
H
|
—
|
|
|
251,612
|
|
|||||||
Pension and postretirement medical benefit obligations
|
—
|
|
|
199,732
|
|
|
—
|
|
|
11,729
|
|
|
—
|
|
|
—
|
|
|
211,461
|
|
|||||||
Acquisition-related obligations-long term
|
20,852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,852
|
|
|||||||
Asset retirement obligations
|
55,313
|
|
|
56,634
|
|
|
—
|
|
|
—
|
|
|
145,547
|
|
L
|
—
|
|
|
257,494
|
|
|||||||
Deferred income taxes
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
M
|
—
|
|
|
—
|
|
||||||||
Other non-current liabilities
|
61,748
|
|
|
40,643
|
|
|
—
|
|
|
(57,158
|
)
|
|
6,008
|
|
N
|
—
|
|
|
51,241
|
|
|||||||
Non-current liabilities-discontinued operations
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|||||||
Total liabilities
|
676,925
|
|
|
869,629
|
|
|
542
|
|
|
1,305
|
|
|
174,473
|
|
|
—
|
|
|
1,722,874
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||||
Preferred stock - par value $0.01, 2.0 million authorized, none issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common Stock - par value $0.01, 20.0 million shares authorized, 10.8 million issued and 9.9 million outstanding at June 30, 2018.
|
108
|
|
|
201
|
|
|
43
|
|
|
—
|
|
|
(154
|
)
|
O
|
—
|
|
|
198
|
|
|||||||
Additional paid-in capital
|
47,273
|
|
|
1,894
|
|
|
196
|
|
|
—
|
|
|
614,126
|
|
O
|
—
|
|
|
663,489
|
|
|||||||
Accumulated other comprehensive income (loss)
|
(1,998
|
)
|
|
(28,169
|
)
|
|
—
|
|
|
—
|
|
|
28,169
|
|
O
|
—
|
|
|
(1,998
|
)
|
|||||||
Treasury stock at cost: 0.9 million shares at June 30, 2018
|
(54,930
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,930
|
)
|
|||||||
Retained earnings (accumulated deficit)
|
234,693
|
|
|
(31,382
|
)
|
|
(781
|
)
|
|
—
|
|
|
104,127
|
|
O
|
—
|
|
|
306,657
|
|
|||||||
Total stockholders' equity
|
225,146
|
|
|
(57,456
|
)
|
|
(542
|
)
|
|
—
|
|
|
746,268
|
|
|
—
|
|
|
913,416
|
|
|||||||
Total liabilities and shareholders' equity
|
$
|
902,071
|
|
|
$
|
812,173
|
|
|
$
|
—
|
|
|
$
|
1,305
|
|
|
$
|
920,741
|
|
|
$
|
—
|
|
|
$
|
2,636,290
|
|
|
Historical
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Six Months Ended
June 30, 2018 |
|
|
|
|
|
|
|
Six Months Ended
June 30, 2018 |
||||||||||||||||||
|
Contura
|
|
ANR
|
|
Holdings
|
|
Reclassification Adjustments
Note 5 |
|
Pro Forma Adjustments
Note 6 |
|
Financing Transactions
Adjustments Note 7 |
|
Pro Forma Combined
|
||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coal revenues
|
$
|
1,003,533
|
|
|
$
|
603,727
|
|
|
$
|
—
|
|
|
$
|
(764
|
)
|
|
$
|
(281,178
|
)
|
P
|
$
|
—
|
|
|
$
|
1,325,318
|
|
Freight and handling revenues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
||||||
Other revenues
|
7,717
|
|
|
2,992
|
|
|
—
|
|
|
2,096
|
|
|
—
|
|
|
—
|
|
|
$
|
12,805
|
|
||||||
Total revenues
|
1,011,250
|
|
|
606,719
|
|
|
—
|
|
|
1,332
|
|
|
(281,178
|
)
|
|
—
|
|
|
1,338,123
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of coal sales (exclusive of items shown separately below)
|
629,128
|
|
|
447,969
|
|
|
—
|
|
|
8,147
|
|
|
(281,251
|
)
|
P,Q
|
—
|
|
|
803,993
|
|
|||||||
(Loss) on disposition of property, plant and equipment
|
(16,502
|
)
|
|
5,823
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,679
|
)
|
|||||||
Freight and handling costs
|
176,976
|
|
|
17,677
|
|
|
—
|
|
|
872
|
|
|
—
|
|
|
—
|
|
|
195,525
|
|
|||||||
Depreciation, depletion and amortization
|
22,810
|
|
|
18,120
|
|
|
—
|
|
|
—
|
|
|
23,552
|
|
R
|
—
|
|
|
64,482
|
|
|||||||
Amortization of acquired intangibles, net
|
11,310
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
(143
|
)
|
R
|
—
|
|
|
11,310
|
|
|||||||
Amortization of acquired coal supply agreements, net
|
—
|
|
|
143
|
|
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Accretion of asset retirement obligations
|
—
|
|
|
8,147
|
|
|
—
|
|
|
(8,147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
31,108
|
|
|
27,839
|
|
|
542
|
|
|
—
|
|
|
(9,294
|
)
|
S
|
—
|
|
|
50,195
|
|
|||||||
Merger related costs
|
3,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,883
|
)
|
S
|
—
|
|
|
—
|
|
|||||||
Secondary offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Historical
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Six Months Ended
June 30, 2018 |
|
|
|
|
|
|
|
Six Months Ended
June 30, 2018 |
||||||||||||||||||
|
Contura
|
|
ANR
|
|
Holdings
|
|
Reclassification Adjustments
Note 5 |
|
Pro Forma Adjustments
Note 6 |
|
Financing Transactions
Adjustments Note 7 |
|
Pro Forma Combined
|
||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||
Mark-to-market adjustment for acquisition-related obligations
|
—
|
|
|
8,706
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,706
|
|
|||||||
Gain on settlement of acquisition-related obligations
|
(292
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292
|
)
|
|||||||
Other expenses
|
288
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
—
|
|
|
748
|
|
|||||||
Total cost and expenses
|
858,709
|
|
|
534,424
|
|
|
542
|
|
|
1,332
|
|
|
(271,019
|
)
|
|
—
|
|
|
1,123,988
|
|
|||||||
Income (loss) from operations
|
152,541
|
|
|
72,295
|
|
|
(542
|
)
|
|
—
|
|
|
(10,158
|
)
|
|
—
|
|
|
214,136
|
|
|||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
(17,984
|
)
|
|
(14,027
|
)
|
|
—
|
|
|
—
|
|
|
3,030
|
|
T
|
—
|
|
|
(28,981
|
)
|
|||||||
Interest income
|
322
|
|
|
1,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,116
|
|
|||||||
Equity loss in affiliates
|
(1,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
|||||||
Miscellaneous income (expense), net
|
(583
|
)
|
|
3,289
|
|
|
—
|
|
|
—
|
|
|
57
|
|
U
|
—
|
|
|
2,763
|
|
|||||||
Total other expense, net
|
(19,478
|
)
|
|
(8,944
|
)
|
|
—
|
|
|
—
|
|
|
3,087
|
|
|
—
|
|
|
(25,335
|
)
|
|||||||
Income from continuing operations before income taxes
|
133,063
|
|
|
63,351
|
|
|
(542
|
)
|
|
—
|
|
|
(7,071
|
)
|
|
—
|
|
|
188,801
|
|
|||||||
Income tax (expense) benefit
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,848
|
|
V
|
—
|
|
|
1,727
|
|
|||||||
Net income from continuing operations
|
$
|
132,942
|
|
|
$
|
63,351
|
|
|
$
|
(542
|
)
|
|
$
|
—
|
|
|
$
|
(5,223
|
)
|
|
$
|
—
|
|
|
$
|
190,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average shares outstanding - basic
|
9,587,457
|
|
|
20,131,152
|
|
|
4,223,290
|
|
|
|
|
|
|
|
|
18,594,719
|
|
||||||||||
Weighted average shares outstanding - diluted
|
10,299,539
|
|
|
20,147,516
|
|
|
4,223,290
|
|
|
|
|
|
|
|
|
19,306,801
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
|
$
|
13.87
|
|
|
$
|
3.15
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
$
|
10.25
|
|
||||||
Diluted
|
$
|
12.91
|
|
|
$
|
3.15
|
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
$
|
9.87
|
|
|
Historical
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Year Ended
December 31, 2017
|
|
|
|
|
|
|
|
Year Ended
December 31, 2017
|
||||||||||||||||||
|
Contura
|
|
ANR
|
|
Holdings
|
|
Reclassification Adjustments
Note 5
|
|
Pro Forma Adjustments
Note 6
|
|
Financing Transactions
Adjustments Note 7
|
|
Pro Forma Combined
|
||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Coal revenues
|
$
|
1,392,481
|
|
|
$
|
1,186,882
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(566,576
|
)
|
P
|
$
|
—
|
|
|
$
|
2,012,787
|
|
Freight and handling revenues
|
247,402
|
|
|
38,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,389
|
|
|||||||
Other revenues
|
10,086
|
|
|
10,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,555
|
|
|||||||
Total revenues
|
1,649,969
|
|
|
1,236,338
|
|
|
—
|
|
|
—
|
|
|
(566,576
|
)
|
|
—
|
|
|
2,319,731
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of coal sales (exclusive of items shown separately below)
|
1,089,829
|
|
|
941,819
|
|
|
—
|
|
|
23,337
|
|
|
(572,508
|
)
|
P,Q
|
—
|
|
|
1,482,477
|
|
|||||||
Loss on disposition of property, plant and equipment
|
—
|
|
|
604
|
|
|
—
|
|
|
(604
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Freight and handling costs
|
247,402
|
|
|
38,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286,389
|
|
|||||||
Depreciation, depletion and amortization
|
34,910
|
|
|
14,710
|
|
|
—
|
|
|
—
|
|
|
67,891
|
|
R
|
—
|
|
|
117,511
|
|
|||||||
Amortization of acquired intangibles, net
|
59,007
|
|
|
—
|
|
|
—
|
|
|
7,684
|
|
|
(7,684
|
)
|
R
|
—
|
|
|
59,007
|
|
|||||||
Amortization of acquired coal supply agreements, net
|
—
|
|
|
7,684
|
|
|
—
|
|
|
(7,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Accretion of asset retirement obligations
|
—
|
|
|
22,733
|
|
|
—
|
|
|
(22,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
|
67,459
|
|
|
34,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,924
|
|
|||||||
Secondary offering costs
|
4,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
|||||||
Mark-to-market adjustment for acquisition-related obligations
|
3,221
|
|
|
15,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,333
|
|
|||||||
Gain on settlement of acquisition-related obligations
|
(38,886
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,886
|
)
|
|||||||
Other expenses
|
178
|
|
|
759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
937
|
|
|
Historical
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Year Ended
December 31, 2017
|
|
|
|
|
|
|
|
Year Ended
December 31, 2017
|
||||||||||||||||||
|
Contura
|
|
ANR
|
|
Holdings
|
|
Reclassification Adjustments
Note 5
|
|
Pro Forma Adjustments
Note 6
|
|
Financing Transactions
Adjustments Note 7
|
|
Pro Forma Combined
|
||||||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||
Total operating costs and expenses
|
1,467,611
|
|
|
1,076,873
|
|
|
—
|
|
|
—
|
|
|
(512,301
|
)
|
|
—
|
|
|
2,032,183
|
|
|||||||
Income from operations
|
182,358
|
|
|
159,465
|
|
|
—
|
|
|
—
|
|
|
(54,275
|
)
|
|
—
|
|
|
287,548
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other Income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
|
(35,977
|
)
|
|
(14,504
|
)
|
|
—
|
|
|
—
|
|
|
(3,496
|
)
|
T
|
—
|
|
|
(53,977
|
)
|
|||||||
Interest income
|
210
|
|
|
2,788
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,998
|
|
|||||||
Loss on early extinguishment of debt
|
(38,701
|
)
|
|
(16,348
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,049
|
)
|
|||||||
Equity loss in affiliates
|
(3,339
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|||||||
Bargain purchase gain
|
1,011
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,011
|
|
|||||||
Miscellaneous income, net
|
194
|
|
|
3,373
|
|
|
—
|
|
|
—
|
|
|
153
|
|
U
|
—
|
|
|
3,720
|
|
|||||||
Total other expense, net
|
(76,602
|
)
|
|
(24,691
|
)
|
|
—
|
|
|
—
|
|
|
(3,343
|
)
|
|
—
|
|
|
(104,636
|
)
|
|||||||
Income from continuing operations before income taxes
|
105,756
|
|
|
134,774
|
|
|
—
|
|
|
—
|
|
|
(57,618
|
)
|
|
—
|
|
|
182,912
|
|
|||||||
Income tax benefit (expense)
|
67,979
|
|
|
(17,584
|
)
|
|
—
|
|
|
—
|
|
|
22,598
|
|
V
|
—
|
|
|
72,993
|
|
|||||||
Net income from continuing operations
|
$
|
173,735
|
|
|
$
|
117,190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(35,020
|
)
|
|
$
|
—
|
|
|
$
|
255,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average shares outstanding - basic
|
10,216,464
|
|
|
20,124,374
|
|
|
4,223,290
|
|
|
|
|
|
|
|
|
19,223,726
|
|
||||||||||
Weighted average shares outstanding - diluted
|
10,770,005
|
|
|
20,124,374
|
|
|
4,223,290
|
|
|
|
|
|
|
|
|
19,777,267
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net earnings from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic
|
$
|
17.01
|
|
|
$
|
5.82
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
$
|
13.31
|
|
||||||
Diluted
|
$
|
16.13
|
|
|
$
|
5.82
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
$
|
12.94
|
|
Property, Plant, and Equipment
|
As of June 30 2018
|
||
Elimination of historical carrying value of PP&E
|
$
|
(151,539
|
)
|
Fair value of PP&E (excluding mineral reserves)
|
382,704
|
|
|
Fair value of ARO
|
49,738
|
|
|
Total PP&E
|
$
|
280,903
|
|
Accrued Expenses and Other Current Liabilities
|
As of June 30, 2018
|
||
Elimination of intercompany payables/receivables (B)
|
$
|
(1,103
|
)
|
Negative fair value - acquired coal supply agreements (F)
|
47,703
|
|
|
Elimination of current ARO balance
|
(9,909
|
)
|
|
Fair value of current ARO
|
9,909
|
|
|
Elimination of historical carrying value of contingent revenue payments
|
(14,466
|
)
|
|
Fair value of contingent revenue payments
|
13,847
|
|
|
Elimination of unamortized historical fair value adjustment to workers compensation balance
|
(12,109
|
)
|
|
Fair value adjustment to workers compensation balance
|
11,280
|
|
|
Total Accrued Expenses and Other Current Liabilities
|
$
|
45,152
|
|
Cost of Coal Sales
|
Six months ended June 30, 2018
|
|
Year ended December 31, 2017
|
||||
Elimination of intercompany sale and purchase of coal
|
$
|
(281,178
|
)
|
|
$
|
(566,576
|
)
|
Elimination of workers compensation premium amortization
|
623
|
|
|
1,552
|
|
||
Adjustment to workers compensation expense
|
386
|
|
|
773
|
|
||
Elimination of historical ARO accretion expense
|
(8,146
|
)
|
|
(22,382
|
)
|
||
New ARO accretion expense
|
7,063
|
|
|
14,127
|
|
||
Total Cost of Coal Sales
|
$
|
(281,252
|
)
|
|
$
|
(572,506
|
)
|
Depreciation, Depletion and Amortization (DD&A)
|
Six months ended June 30, 2018
|
|
Year ended December 31, 2017
|
||||
Elimination of historical DD&A
|
$
|
(18,120
|
)
|
|
$
|
(14,710
|
)
|
New PP&E (excluding mineral reserves) depreciation
|
25,959
|
|
|
53,392
|
|
||
New mineral reserves depletion
|
7,279
|
|
|
12,342
|
|
||
New ARO depreciation
|
8,434
|
|
|
16,867
|
|
||
Total DD&A
|
$
|
23,552
|
|
|
$
|
67,891
|
|
|
Six Months Ended June 30, 2018
|
|
Year Ended December 31, 2017
|
||||
Pro forma weighted average shares (basic)
|
|
|
|
||||
Historical Contura weighted average shares outstanding - basic
|
9,587,457
|
|
|
10,216,464
|
|
||
Common stock issued as consideration for the merger
|
9,007,262
|
|
|
9,007,262
|
|
||
Pro forma weighted average shares (basic)
|
18,594,719
|
|
|
19,223,726
|
|
||
|
|
|
|
||||
Pro forma weighted average shares (diluted)
|
|
|
|
||||
Historical Contura weighted average shares outstanding - diluted
|
10,299,539
|
|
|
10,770,005
|
|
||
Common stock issued as consideration for the merger
|
9,007,262
|
|
|
9,007,262
|
|
||
Pro forma weighted average shares (diluted)
|
19,306,801
|
|
|
19,777,267
|
|
||
|
|
|
|
||||
Pro forma basic earnings per share from continuing operations
|
|
|
|
||||
Net income from continuing operations
|
$
|
190,527,613
|
|
|
$
|
255,904,139
|
|
Weighted average shares outstanding
|
18,594,719
|
|
|
19,223,726
|
|
||
Pro forma basic earnings per share from continuing operations
|
$
|
10.25
|
|
|
$
|
13.31
|
|
|
|
|
|
||||
Pro forma diluted earnings per share from continuing operations
|
|
|
|
||||
Net income from continuing operations
|
$
|
190,527,613
|
|
|
$
|
255,904,139
|
|
Weighted average shares outstanding
|
19,306,801
|
|
|
19,777,267
|
|
||
Pro forma diluted earnings per share from continuing operations
|
$
|
9.87
|
|
|
$
|
12.94
|
|
|
|
PAGE
|
ARTICLE 1
|
|
|
THE MERGER
|
|
|
|
|
|
Section 1.01.
|
The Mergers; Effects of the Mergers
|
9
|
Section 1.02.
|
Consummation of the Mergers
|
9
|
Section 1.03.
|
Certificate of Incorporation; Bylaws
|
10
|
Section 1.04.
|
Directors and Officers
|
10
|
Section 1.05.
|
Conversion of Shares
|
12
|
Section 1.06.
|
Fractional Shares
|
13
|
Section 1.07.
|
Appraisal Rights
|
13
|
Section 1.08.
|
Subsequent Actions
|
14
|
|
|
|
ARTICLE 2
|
|
|
EXCHANGE OF SHARES AND CERTIFICATES, EQUITY AWARDS
|
|
|
|
|
|
Section 2.01.
|
Exchange of Shares and Certificates; Procedures
|
14
|
Section 2.02.
|
Closing of Transfer Books
|
17
|
Section 2.03.
|
Treatment of ANR Stock Options
|
17
|
Section 2.04.
|
Adjustments
|
18
|
|
|
|
ARTICLE 3
|
|
|
REPRESENTATIONS AND WARRANTIES OF THE ALPHA PARTIES
|
|
|
|
|
|
Section 3.01.
|
Organization and Qualification
|
19
|
Section 3.02.
|
Capitalization
|
20
|
Section 3.03.
|
Authority for this Agreement; Board Action
|
22
|
Section 3.04.
|
Consents and Approvals; No Violation
|
24
|
Section 3.05.
|
Financial Statements
|
25
|
Section 3.06.
|
Absence of Certain Changes
|
26
|
Section 3.07.
|
Information Supplied; Joint Proxy Statement
|
26
|
Section 3.08.
|
Employee Benefits Matters
|
26
|
Section 3.09.
|
Employees
|
28
|
Section 3.10.
|
Litigation
|
30
|
Section 3.11.
|
Tax Matters
|
30
|
Section 3.12.
|
Compliance with Law
|
32
|
Section 3.13.
|
Permits; Surety Bonds
|
32
|
Section 3.14.
|
Environmental Matters
|
34
|
Section 3.15.
|
Intellectual Property
|
36
|
Section 3.16.
|
Real Property; Personal Property
|
37
|
Section 3.17.
|
Material Contracts
|
40
|
Section 3.18.
|
Insurance
|
42
|
Section 3.19.
|
Suppliers and Customers
|
43
|
Section 3.20.
|
Questionable Payments
|
43
|
Section 3.21.
|
Interested Party Agreements
|
43
|
Section 3.22.
|
Required Vote of Stockholders
|
43
|
Section 3.23.
|
Takeover Laws, Etc
|
44
|
Section 3.24.
|
Opinion of Financial Advisor
|
44
|
Section 3.25.
|
Brokers; Certain Fees
|
44
|
Section 3.26.
|
No Other Representations; Disclaimer
|
45
|
|
|
|
ARTICLE 4
|
|
|
REPRESENTATIONS AND WARRANTIES OF CONTURA
|
|
|
|
|
|
Section 4.01.
|
Organization and Qualification
|
46
|
Section 4.02.
|
Capitalization
|
46
|
Section 4.03.
|
Authority for this Agreement; Board Action
|
48
|
Section 4.04.
|
Consents and Approvals; No Violation
|
49
|
Section 4.05.
|
Reports; Financial Statements
|
50
|
Section 4.06.
|
Absence of Certain Changes
|
51
|
Section 4.07.
|
Information Supplied; Joint Proxy Statement
|
51
|
Section 4.08.
|
Employee Benefits Matters
|
51
|
Section 4.09.
|
Employees
|
53
|
Section 4.10.
|
Litigation
|
54
|
Section 4.11.
|
Tax Matters
|
55
|
Section 4.12.
|
Compliance with Law
|
56
|
Section 4.13.
|
Permits; Surety Bonds
|
56
|
Section 4.14.
|
Environmental Matters
|
58
|
Section 4.15.
|
Intellectual Property
|
59
|
Section 4.16.
|
Real Property; Personal Property
|
59
|
Section 4.17.
|
Material Contracts
|
62
|
Section 4.18.
|
Insurance
|
64
|
Section 4.19.
|
Suppliers and Customers
|
65
|
Section 4.20.
|
Questionable Payments
|
65
|
Section 4.21.
|
Interested Party Transactions
|
65
|
Section 4.22.
|
Required Vote of Contura Stockholders
|
65
|
Section 4.23.
|
Opinion of Financial Advisor
|
65
|
Section 4.24.
|
Brokers; Certain Fees
|
66
|
Section 4.25.
|
No Other Representations; Disclaimer
|
66
|
|
|
|
ARTICLE 5
|
|
|
COVENANTS
|
|
|
|
|
|
Section 5.01.
|
Interim Undertakings of the Alpha Parties
|
66
|
Section 5.02.
|
Interim Undertakings of Contura
|
71
|
Section 5.03.
|
Alpha No Solicitation
|
74
|
Section 5.04.
|
Preparation of SEC Documents; Listing
|
78
|
Section 5.05.
|
Stockholder Approvals
|
79
|
Section 5.06.
|
Access to Information
|
81
|
Section 5.07.
|
Commercially Reasonable Efforts; Consents and Governmental Approvals
|
82
|
Section 5.08.
|
Indemnification and Insurance
|
84
|
Section 5.09.
|
Employee Matters
|
86
|
Section 5.10.
|
Takeover Laws
|
87
|
Section 5.11.
|
Notification of Certain Matters
|
87
|
Section 5.12.
|
Financing Assistance
|
88
|
Section 5.13.
|
Press Releases
|
89
|
Section 5.14.
|
Stockholder Litigation
|
89
|
Section 5.15.
|
No Control of Other Party’s Business
|
90
|
Section 5.16.
|
Section 280G Matters
|
90
|
Section 5.17.
|
Tax Matters
|
90
|
|
|
|
ARTICLE 6
|
|
|
CONDITIONS TO CONSUMMATION OF THE MERGER
|
|
|
|
|
|
Section 6.01.
|
Conditions to Each Party’s Obligation to Effect the Mergers
|
95
|
Section 6.02.
|
Conditions to Obligations of Contura
|
96
|
Section 6.03.
|
Conditions to Obligations of the Alpha Parties
|
97
|
|
|
|
ARTICLE 7
|
|
|
TERMINATION; AMENDMENT; WAIVER
|
|
|
|
|
|
Section 7.01.
|
Termination
|
98
|
Section 7.02.
|
Effect of Termination
|
100
|
Section 7.03.
|
Fees and Expenses
|
100
|
Section 7.04.
|
Amendment
|
102
|
Section 7.05.
|
Extension; Waiver; Remedies
|
102
|
|
|
|
ARTICLE 8
|
|
|
MISCELLANEOUS
|
|
|
|
|
|
Section 8.01.
|
Representations and Warranties
|
103
|
Section 8.02.
|
Entire Agreement; Assignment
|
103
|
Section 8.03.
|
Jurisdiction; Venue
|
103
|
Section 8.04.
|
Validity; Specific Performance
|
103
|
Section 8.05.
|
Notices
|
104
|
Section 8.06.
|
Governing Law
|
105
|
Section 8.07.
|
Descriptive Headings
|
105
|
Section 8.08.
|
Parties in Interest
|
105
|
Section 8.09.
|
Interpretation
|
106
|
Section 8.10.
|
Counterparts
|
106
|
Section 8.11.
|
Certain Definitions
|
106
|
Defined Term
|
|
Section
|
2017 Equity Plan
|
|
3.02(c)
|
Affiliate
|
|
8.11
|
Agreement
|
|
Preamble
|
Alpha Acquisition Proposal
|
|
5.03(h)(i)
|
Alpha Board Recommendations
|
|
3.03(d)(iv)
|
Alpha Cap Ex Budget
|
|
5.01(p)(i)
|
Alpha Capital Stock
|
|
3.02(b)(ii)
|
Alpha Director
|
|
1.04(c)
|
Alpha Director Designee
|
|
1.04(a)
|
Alpha Disclosure Schedule
|
|
Article 3
|
Alpha Environmental Permits
|
|
3.14
|
Alpha Improvements
|
|
3.16(c)(iv)
|
Alpha Intellectual Property
|
|
3.15(a)
|
Alpha Interested Party Agreement
|
|
3.21
|
Alpha Leased Real Property
|
|
3.16(a)(ii)
|
Alpha Lease
|
|
3.16(a)(ii)
|
Alpha Material Adverse Effect
|
|
8.11
|
Alpha Material Contract
|
|
3.17(a)(xiv)
|
Alpha New Acquisition
|
|
5.01(c)(ii)
|
Alpha New Acquisitions
|
|
5.01(c)(ii)
|
Alpha Notice Period
|
|
5.03(d)(A)
|
Alpha Owned Intellectual Property
|
|
3.15(b)(i)
|
Alpha Owned Real Property
|
|
3.16(a)(i)
|
Alpha Parties
|
|
Preamble
|
Alpha Party Shareholder
|
|
5.17(d)(ii)
|
Alpha Permit Applications
|
|
3.13(c)(i)
|
Alpha Permits
|
|
3.13(a)(i)
|
Alpha Real Property
|
|
3.16(a)(iii)
|
Alpha Securities
|
|
3.02(d)(iii)
|
Alpha Service Provider
|
|
3.08(h)
|
Alpha Special Meetings
|
|
5.05(a)
|
Alpha Stockholder Approvals
|
|
3.22(b)
|
Alpha Subsidiary Securities
|
|
3.02(e)(iii)
|
Alpha Superior Proposal
|
|
5.03(h)(ii)
|
Alpha Surety Bonds
|
|
3.13(d)
|
ANR
|
|
Preamble
|
ANR Board
|
|
3.03(c)
|
ANR Board Recommendation
|
|
3.03(d)(iv)
|
ANR Bylaws
|
|
3.01(b)
|
ANR Certificate of Incorporation
|
|
3.01(b)
|
Defined Term
|
|
Section
|
ANR Certificate of Merger
|
|
1.02(b)
|
ANR Financial Advisor
|
|
3.24
|
ANR Merger
|
|
1.01
|
ANR Merger Consideration
|
|
1.05(b)(iii)
|
ANR Merger Surviving Corporation
|
|
1.01
|
ANR Plan
|
|
8.11
|
ANR RSU
|
|
2.03(b)
|
ANR Stockholder Approvals
|
|
3.22(b)
|
ANR Stock Option
|
|
2.03
|
Antitrust Law
|
|
5.07(a)
|
Appraisal Shares
|
|
1.07
|
beneficial ownership
|
|
8.11
|
Book-Entry Shares
|
|
2.01(b)(ii)
|
Business Day
|
|
8.11
|
Capitalization Date
|
|
3.02(a)
|
Certificates
|
|
2.01(b)(i)
|
Change of Alpha Board Recommendation
|
|
5.03(a)(iii)
|
Class C-1 Common Stock
|
|
3.02(b)(i)
|
Class C-2 Common Stock
|
|
3.02(b)(ii)
|
Closing
|
|
1.02(a)
|
Closing Date
|
|
1.02(a)
|
Code
|
|
Recitals
|
Computer Software
|
|
3.15(e)
|
Confidentiality Agreement
|
|
8.11
|
Contract
|
|
3.04(a)(iii)
|
Controlled Group Liability
|
|
8.11
|
Contura
|
|
Preamble
|
Contura Board
|
|
Recitals
|
Contura Bylaws
|
|
4.01(b)
|
Contura Cap Ex Budget
|
|
5.02(o)(i)
|
Contura Certificate of Incorporation
|
|
4.01(b)
|
Contura Charter Amendment
|
|
Recitals
|
Contura Common Stock
|
|
Recitals
|
Contura Disclosure Schedule
|
|
Article 4
|
Contura Environmental Permits
|
|
4.14
|
Contura Financial Advisor
|
|
4.23
|
Contura Improvements
|
|
4.16(c)(iv)
|
Contura Intellectual Property
|
|
4.15(a)
|
Contura Interested Party Agreement
|
|
4.21(iii)
|
Contura Lease
|
|
4.16(a)(ii)
|
Contura Leased Real Property
|
|
4.16(a)(ii)
|
Contura Material Adverse Effect
|
|
8.11
|
Defined Term
|
|
Section
|
Contura Material Contract
|
|
4.17(a)(x)
|
Contura New Acquisition
|
|
5.02(c)(ii)
|
Contura New Acquisitions
|
|
5.02(c)(ii)
|
Contura Owned Intellectual Property
|
|
4.15(b)(i)
|
Contura Owned Real Property
|
|
4.16(a)(i)
|
Contura Parties
|
|
4.03(a)
|
Contura Permit Applications
|
|
4.13(c)(i)
|
Contura Permits
|
|
4.13(a)(i)
|
Contura Plan
|
|
8.11
|
Contura Preferred Stock
|
|
4.02(a)(ii)
|
Contura Real Property
|
|
4.16(a)(iii)
|
Contura RSU
|
|
2.03(b)
|
Contura Sale Transaction
|
|
5.07(b)
|
Contura Securities
|
|
4.02(c)(iii)
|
Contura Service Provider
|
|
4.08(h)
|
Contura Stock Option
|
|
4.02(b)
|
Contura Stockholder Approval
|
|
4.22
|
Contura Subsidiary Securities
|
|
4.02(d)(iii)
|
Contura Surety Bonds
|
|
4.13(d)
|
Copyrights
|
|
3.15(e)
|
Current Employees
|
|
5.09
|
DGCL
|
|
1.01
|
Effective Time
|
|
1.02(b)
|
Environment
|
|
3.14(i)(i)
|
Environmental Claim
|
|
3.14(i)(ii)
|
Environmental Law
|
|
3.14(i)(iii)
|
ERISA
|
|
3.08(b)(ii)
|
ERISA Affiliate
|
|
8.11
|
Exchange Act
|
|
3.04(b)(ii)
|
Exchange Agent
|
|
2.01(a)
|
Exchange Fund
|
|
2.01(a)
|
Exchange Ratio
|
|
8.11
|
Excluded Intervening Event
|
|
8.11
|
Expense Reimbursement
|
|
7.03(d)
|
First Effective Time
|
|
1.02(b)
|
Form S-4
|
|
3.07(i)
|
Governmental Entity
|
|
3.04(b)
|
Hazardous Materials
|
|
3.14(i)(iv)
|
HSR Act
|
|
3.04(b)(i)
|
Holdings
|
|
Preamble
|
Holdings Board
|
|
3.03(a)
|
Holdings Board Recommendation
|
|
3.03(b)(iv)
|
Defined Term
|
|
Section
|
Holdings Bylaws
|
|
3.01(b)
|
Holdings Certificate of Incorporation
|
|
3.01(b)
|
Holdings Certificate of Merger
|
|
1.02(b)
|
Holdings Common Stock
|
|
3.02(a)
|
Holdings Merger
|
|
1.01
|
Holdings Merger Consideration
|
|
1.05(a)(iii)
|
Holdings Merger Surviving Corporation
|
|
1.01
|
Holdings Preferred Stock
|
|
3.02(a)
|
Holdings Series A Preferred Stock
|
|
3.02(a)
|
Holdings Series B Preferred Stock
|
|
3.02(a)
|
Holdings Stockholder Approval
|
|
3.22(a)
|
Indebtedness
|
|
8.11
|
Indemnified Parties
|
|
5.08(b)
|
Indemnified Party
|
|
5.08(b)
|
Initial Alpha Director Designees
|
|
1.04(a)
|
Intellectual Property Rights
|
|
3.15(a)
|
Joint Proxy Statement
|
|
3.07(ii)
|
KESP
|
|
5.09(c)
|
knowledge
|
|
8.11
|
Law
|
|
3.04(a)(ii)
|
Lien
|
|
8.11
|
Materially Burdensome Conditions
|
|
5.07(a)
|
Merger Consideration
|
|
1.05(b)(iii)
|
MergerSub 1
|
|
Preamble
|
MergerSub 2
|
|
Preamble
|
New Option
|
|
2.03
|
NYSE
|
|
8.11
|
Outside Date
|
|
8.11
|
Permit
|
|
8.11
|
Permitted Liens
|
|
8.11
|
Person
|
|
8.11
|
Proceeding
|
|
3.10(a)
|
Release
|
|
3.14(i)(v)
|
Representatives
|
|
8.11
|
Required Nomination Period
|
|
1.04(b)
|
Reverse Termination Fee
|
|
7.03(g)
|
SEC
|
|
3.04(b)(ii)
|
Second Effective Time
|
|
1.02(b)
|
Secretary of State
|
|
1.02(b)
|
Section 262
|
|
1.07
|
Securities Act
|
|
3.07(i)
|
Subsidiary
|
|
8.11
|
Defined Term
|
|
Section
|
Surety Bonds
|
|
3.13(d)
|
Surviving Corporations
|
|
1.01
|
Takeover Laws
|
|
3.23
|
Tax
|
|
3.11(l)
|
Tax Certificate
|
|
5.17(d)(vi)
|
Taxing Authority
|
|
3.11(l)
|
Tax Return
|
|
3.11(l)
|
Termination Fee
|
|
7.03(d)
|
Treasury Regulations
|
|
8.11
|
WARN
|
|
3.09(d)
|
if to Contura:
|
|
|
Contura Energy, Inc.
|
|
P.O. Box 848, Bristol, TN 37621-0848 (U.S. mail)
|
|
340 Martin Luther King Jr. Blvd., Bristol, TN 37620 (physical address)
|
|
Attention: Mark M. Manno, Chief Legal Officer
|
|
Email: mark.manno@conturaenergy.com
|
|
|
with a copy to:
|
|
|
Davis Polk & Wardwell LLP
|
|
450 Lexington Avenue
|
|
New York, New York 10017
|
|
Attention: William L. Taylor
|
|
Lee Hochbaum
|
|
Email: william.taylor@davispolk.com
|
|
lee.hochbaum@davispolk.com
|
|
|
if to an Alpha Party:
|
|
|
ANR, Inc.
|
|
300 Running Right Way
|
|
Julian, West Virginia 25529
|
|
Attention: Andrew B. McCallister
|
|
Email: dmccallister@alphanr.com
|
|
|
with a copy to:
|
|
|
Katten Muchin Rosenman LLP
|
|
575 Madison Avenue
|
|
New York, New York 10022
|
|
Attention: Steven Reisman
|
|
Mark D. Wood
|
|
Evan Borenstein
|
|
Email: sreisman@kattenlaw.com
|
|
mark.wood@kattenlaw.com
|
|
evan.borenstein@kattenlaw.com
|
ALPHA NATURAL RESOURCES HOLDINGS, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
ANR, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
PRIME ACQUISITION I, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
PRIME ACQUISITION II, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
|
|
||
|
|
|
By:
|
|
|
Number of shares of Common Stock
|
|
|
Name:
|
|
|
beneficially owned by the Stockholder (including ______ shares of Common Stock held of record by such Stockholder):
|
|
|
Title:
|
|
|
________
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
INDEMNITEE
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
|
|
||
|
|
|
By:
|
|
|
Number of shares of Common Stock
|
|
|
Name:
|
|
|
owned by the beneficial owner and held of record by such Stockholder:
|
|
|
Title:
|
|
|
_____________________
|
|
|
|
|
|
Beneficial owner:
|
|
|
|
|
|
_____________________
|
|
|
|
|
|
|
399 Park Avenue
5
th
Floor
New York, New York 10022
|
|
T 212.883.3807
F 212.880.4260
|
|
|
|
|
|
|
BRG Valuation Services, LLC
550 South Hope Street | Suite 2150
Los Angeles, CA 90071
O 213.261.7710
F 213.622.0390
|
|
|
1.
|
reviewed audited financial statements for ANR for the period from July 26, 2016 through December 31, 2016 and for the fiscal year ended December 31, 2017 (the “ANR Financial Statements”);
|
2.
|
reviewed audited financial statements for Contura for the period from July 26, 2016 to December 31, 2016 and for the fiscal year ended December 31, 2017;
|
3.
|
reviewed certain financial forecasts and other information and data relating to ANR which were provided to and discussed with BRG by the management of ANR, including financial forecasts relating to ANR prepared by ANR management;
|
4.
|
reviewed certain financial forecasts and other information and data relating to Contura which were provided to and discussed with BRG by the management of Contura, including financial forecasts relating to Contura prepared by Contura management;
|
5.
|
reviewed a presentation entitled “ANR Financial Forecast and Assumptions” dated March 2018;
|
6.
|
reviewed the draft Agreement and Plan of Merger dated April 28, 2018, by and among Contura, ANR, Holdings, MergerSub1 and Merger Sub2;
|
7.
|
reviewed documents related to ANR’s background, including:
|
a.
|
the Amended and Restated Contingent Revenue Payment Agreement dated June 14, 2017;
|
b.
|
the Membership Interest and Asset Purchase Agreement in connection with the Lexington Coal Company, LLC transaction;
|
c.
|
the Second Amended Joint Plan of Reorganization dated May 27, 2016;
|
d.
|
the Form 8937 for ANR and Holdings; and
|
e.
|
the presentation entitled “Introduction Discussion Materials” dated April 2018;
|
8.
|
reviewed documents related to Contura’s background, including;
|
a.
|
Form S-1 Registration Statement as filed with the Securities and Exchange Commission on May 8, 2017; and
|
b.
|
The presentation entitled “Company Overview” dated April 2018;
|
9.
|
held discussions with certain senior officers, directors and other representatives and advisors of ANR, Holdings and Contura concerning the businesses, operations and prospects of ANR and Contura, including in respect of certain tax benefit projections;
|
10.
|
reviewed certain publicly available business and financial information relating to Holdings, ANR, and Contura;
|
11.
|
analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations BRG considered relevant in evaluating those of ANR and Contura;
|
12.
|
considered, to the extent publicly available, the financial terms of certain other M&A transactions which BRG considered relevant in evaluating the Transaction; and
|
13.
|
conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as BRG deemed to be appropriate in arriving at its opinion.
|
|
|
Ducera Securities LLC
|
||
|
499 Park Avenue
|
|||
|
16th Floor
|
|||
|
New York, NY 10022
|
|||
|
|
|
|
|
|
|
|
|
p (212) 671-9700
|
|
|
April 29, 2018
|
|
|
|
|
|
|
DuceraPartners.com
|
Very truly yours,
|
|
DUCERA SECURITIES LLC
|
|
|
Name: Michael A. Kramer
|
Title: Chief Executive Officer
|
(1)
|
Provided, however, that, except as expressly provided in § 363(b) of this title, no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
|
(2)
|
Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:
|
a.
|
Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
|
b.
|
Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
|
c.
|
Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or
|
d.
|
Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.
|
(3)
|
In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 251(h), § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
|
(4)
|
In the event of an amendment to a corporation’s certificate of incorporation contemplated by § 363(a) of this title, appraisal rights shall be available as contemplated by § 363(b) of this title, and the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as practicable, with the word “amendment” substituted for the words “merger or consolidation,” and the word “corporation” substituted for the words “constituent corporation” and/or “surviving or resulting corporation.”
|
(1)
|
If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
|
(2)
|
If the merger or consolidation was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if 1 of the constituent corporations is a nonstock corporation, a copy of § 114 of this title. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the tender or exchange offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such
|
Item 20.
|
Indemnification of Directors and Officers
|
Exhibit No.
|
Description of Exhibit
|
2.1*
|
Agreement and Plan of Merger, dated as of April 29, 2018, by and among Contura Energy, Inc., Alpha Natural Resources Holdings, Inc., ANR, Inc., Prime Acquisition I, Inc. and Prime Acquisition II, Inc.
|
2.2*
|
Asset Purchase Agreement, dated as of December 7, 2017, by among Blackjewel L.L.C., as purchaser, and Contura Coal West, LLC, Contura Wyoming Land, LLC and Contura Coal Sales, LLC, as seller
|
2.3*
|
Form of Permit Operating Agreement, dated as of December 7, 2017, by among Contura Coal West, LLC, as Transferor and Blackjewel L.L.C., as Transferee (included as Exhibit E to the Asset Purchase Agreement)
|
2.4*
|
Form of Royalty Agreement, dated as of December 7, 2017, by among Blackjewel L.L.C., as purchaser, and Contura Coal West, LLC and Contura Wyoming Land, LLC, as seller (included as Exhibit G to the Asset Purchase Agreement)
|
2.5*
|
Asset Purchase Agreement, dated July 26, 2016, among Contura Energy, Inc., Alpha Natural Resources, Inc., certain subsidiaries of Alpha Natural Resources, Inc., ANR, Inc. and Alpha Natural Resources, Inc., as sellers’ representative
|
3.1*
|
Form of Amended and Restated Certificate of Incorporation of Contura Energy, Inc.
|
3.2*
|
Form of Amended and Restated Bylaws of Contura Energy, Inc.
|
4.1*
|
Specimen Certificate for shares of Common Stock
|
5.1*
|
Opinion of Davis Polk & Wardwell LLP
|
Exhibit No.
|
Description of Exhibit
|
8.1*
|
Opinion of Davis Polk & Wardwell LLP regarding tax matters
|
10.1*
|
Credit Agreement dated as of March 17, 2017 among Contura Energy, Inc. as Borrower, Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and the Other Lenders Party Thereto (Jefferies Finance LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners)
|
10.2*
|
First Amendment to Credit Agreement, dated as of June 13, 2017, to the Credit Agreement, dated as of March 17, 2017 among Contura Energy, Inc. as Borrower, Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and the Other Lenders Party Thereto
|
10.3*
|
Asset-Based Revolving Credit Agreement dated as of April 3, 2017 among Contura Energy, Inc., and certain of its Subsidiaries, as the Borrowers; the Guarantors Party Thereto; Citibank, N.A., as Administrative Agent; Citibank, N.A., as Swingline Lender; Citibank, N.A., BMO Harris Bank N.A. and Credit Suisse AG, Cayman Islands Branch, as L/C Issuers; the Other Lenders Party Thereto and Citigroup Global Markets Inc., BMO Capital Markets Corp. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners
|
10.4*
|
First Amendment to Asset-Based Revolving Credit Agreement, dated as of June 9, 2017, to the Asset-Based Revolving Credit Agreement dated as of April 3, 2017 among Contura Energy, Inc., and certain of its Subsidiaries, as the Borrowers; the Guarantors Party Thereto; Citibank, N.A., as Administrative Agent; Citibank, N.A., as Swingline Lender; Citibank, N.A., BMO Harris Bank N.A. and Credit Suisse AG, Cayman Islands Branch, as L/C Issuers; the Other Lenders Party Thereto and Citigroup Global Markets Inc., BMO Capital Markets Corp. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners
|
10.5*
|
Loan Agreement dated as of July 26, 2016 by and between ANR, Inc. as Borrower; the Guarantors Party Thereto and Contura Energy, Inc. as Lender
|
10.6*
|
Registration Rights Agreement, dated as of July 26, 2016, by and among Contura Energy, Inc. and the holders party thereto
|
10.7*
|
Amendment No. 1 to the Registration Rights Agreement, dated as of February 24, 2017, by and among Contura Energy, Inc. and the holders party thereto
|
10.8*
|
Amendment No. 2 to the Registration Rights Agreement, dated as of October 10, 2017, by and among Contura Energy, Inc. and the holders party thereto
|
10.9*
|
Amendment No. 3 to the Registration Rights Agreement, dated as of June 1, 2018, by and among Contura Energy, Inc. and the holders party thereto
|
10.10*
|
Settlement Agreement, dated November 3, 2016 but effective only as of the Settlement Effective Time, by and among Contura Energy, Inc., for itself and on behalf of certain of its subsidiaries; ANR, Inc., for itself and on behalf of certain of its affiliates and Old ANR, Inc. (f/k/a Alpha Natural Resources, Inc.) on behalf of itself and on behalf of all of the sellers in its capacity as sellers’ representative
|
10.11*
|
Reclamation Funding Agreement, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc.; the Illinois Department of Natural Resources; the Kentucky Energy and Environment Cabinet, Department for Natural Resources; the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement, in its capacity as the regulatory authority over surface mining operations in the State of Tennessee; the Virginia Department of Mines, Minerals and Energy and the West Virginia Department of Environmental Protection
|
10.12*
|
Amended Reclamation Funding Agreement dated October 23, 2017, by and among ANR, Lexington Coal Company, LLC, Contura, the Illinois Department of Natural Resources, the Kentucky Energy and Environment Cabinet Department for Natural Resources, the United States Department of the Interior, Office of Surface Mining, Reclamation and Enforcement (in its capacity as the regulatory authority over surface mining operations in the State of Tennessee), the Virginia Department of Mines, Minerals and Energy and the WVDEP.
|
10.13*
|
Settlement Agreement, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc.; Citicorp North America, Inc. and the United States Department of the Interior, on behalf of the Office of Surface Mining, Reclamation and Enforcement, including in its capacity as the regulatory authority over surface mining operations in the State of Tennessee, the Office of Natural Resources Revenue and the Bureau of Land Management
|
Exhibit No.
|
Description of Exhibit
|
10.14*
|
Permitting and Reclamation Plan Settlement Agreement for the Commonwealth of Kentucky, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the Kentucky Energy and Environment Cabinet, Department for Natural Resources
|
10.15*
|
Termination Agreement dated October 23, 2017, by and among Alpha Natural Resources, on behalf of itself and its affiliates, Contura Energy, Inc. and the Kentucky Energy and Environmental Cabinet, Department for Natural Resources
|
10.16*
|
Permitting and Reclamation Plan Settlement Agreement for the State of Illinois, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the Illinois Department of Natural Resources
|
10.17*
|
First Amendment to Permitting and Reclamation Plan Settlement Agreement for the State of Illinois by and among Alpha Natural Resources, Inc., on behalf of itself and its affiliates, Contura and Illinois Department of Natural Resources.
|
10.18*
|
Permitting and Reclamation Plan Settlement Agreement for the Commonwealth of Virginia, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the Commonwealth of Virginia, Department of Mines, Minerals and Energy
|
10.19*
|
First Amendment to Permitting and Reclamation Plan Settlement Agreement for the Commonwealth of Virginia dated October 23, 2017, by and among ANR, on behalf of itself and its affiliates, including Old ANR, LLC (f/k/a Alpha Natural Resources, Inc.), Contura and the Virginia Department of Mines, Minerals and Energy.
|
10.20*
|
Permitting and Reclamation Plan Settlement Agreement for the State of West Virginia, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the West Virginia Department of Environmental Protection
|
10.21*
|
First Amendment to Permitting and Reclamation Plan Settlement Agreement for the State of West Virginia, dated July 25, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the West Virginia Department of Environmental Protection
|
10.22*
|
Second Amendment to Permitting and Reclamation Plan Settlement Agreement for the State of West Virginia, dated October 23, 2017, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the West Virginia Department of Environmental Protection
|
10.23*
|
Stipulation Regarding Water Treatment Obligations, dated July 12, 2016, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates; Contura Energy, Inc. and the United States
|
10.24*
|
Amended Stipulation Regarding Water Treatment Obligations, dated October 23, 2017, by and among Alpha Natural Resources, Inc., on behalf of itself and its debtor-affiliates, Lexington Coal Company, LLC, Contura Energy, Inc. and the United States
|
10.25*
|
Stipulation and Agreed Order dated July 15, 2016 among Alpha Natural Resources, Inc.,
et
al.
, as Debtors; Citicorp North America, as administrative and collateral agent; Contura Energy, Inc. and the Retiree Settlement Committee
|
10.26*
|
Stipulation and Agreed Order dated July 6, 2016 among Alpha Natural Resources, Inc.,
et
al.
, as Debtors; Citicorp North America, as administrative and collateral agent; Contura Energy, Inc. and the UMWA Funds
|
10.27*
|
Agreement to Fund VEBA, dated July 5, 2016, by and among Contura Energy, Inc., on behalf of itself and as authorized agent for certain of its subsidiaries, and the United Mine Workers of America
|
10.28*
|
Form of Indemnification Agreement by and between Contura Energy, Inc. and each of its current and future directors and officers
|
10.29*
|
Warrant Agreement, dated July 26, 2016, between Contura Energy, Inc., Computershare, Inc. and Computershare Trust Company, N.A. (including Form of Warrant Certificate)
|
10.30*
|
Transition Services Agreement, dated July 26, 2016, between Contura Energy, Inc., Alpha Natural Resources, Inc. and ANR, Inc.
|
10.31*
|
First Amendment to Transition Services Agreement, dated August 26, 2016, to the Transition Services Agreement, dated July 26, 2016, between Contura Energy, Inc., Alpha Natural Resources, Inc. and ANR, Inc.
|
Exhibit No.
|
Description of Exhibit
|
10.32*
|
Second Amendment to Transition Services Agreement, dated October 20, 2016, to the Transition Services Agreement, dated July 26, 2016, between Contura Energy, Inc., Alpha Natural Resources, Inc. and ANR, Inc.
|
10.33*
|
Third Amendment to Transition Services Agreement, dated February 22, 2017, to the Transition Services Agreement, dated July 26, 2016, between Contura Energy, Inc., Alpha Natural Resources, Inc. and ANR, Inc.
|
10.34*
|
Fourth Amendment to Transition Services Agreement, dated December 19, 2017, to the Transition Services Agreement, dated July 26, 2016, between Contura Energy, Inc., Alpha Natural Resources, Inc. and ANR, Inc.
|
10.35*†
|
Employment Agreement, dated July 26, 2016 by and between Contura Energy, Inc. and Kevin S. Crutchfield
|
10.36*†
|
Contura Energy, Inc. Management Incentive Plan, effective as of July 26, 2016
|
10.37*†
|
Amendment 1 to Contura Energy, Inc. Management Incentive Plan, dated as of January 18, 2017
|
10.38*†
|
Form of Contura Energy, Inc. Option Agreement
|
10.39*†
|
Form of Contura Energy, Inc. Restricted Share Agreement
|
10.40*†
|
Form of Contura Energy, Inc. Emergence Award Agreement
|
10.41*†
|
Contura Energy, Inc. Deferred Compensation Plan
|
10.42*†
|
Contura Energy, Inc. Annual Incentive Bonus Program
|
10.43*†
|
Contura Energy, Inc. Key Employee Separation Plan, effective as of July 26, 2016
|
10.44*†
|
Contura Energy, Inc. Amended and Restated Non-Employee Director Compensation Policy, dated December 14, 2017
|
10.45*†
|
Form of 2018 Long-Term Incentive Plan
|
21.1*
|
List of Subsidiaries of Contura Energy, Inc.
|
23.1*
|
Consent of KPMG LLP (Contura)
|
23.2*
|
Consent of KPMG LLP (ANR)
|
23.3*
|
Consent of KPMG LLP (Holdings)
|
23.4*
|
Consent of Marshall Miller & Associates, Inc.
|
23.5*
|
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
|
24.1
|
Power of Attorney (included on signature page to this Registration Statement)
|
99.1**
|
Form of Proxy Card to be used by holders of common stock of Alpha Natural Resources Holdings, Inc.
|
99.2**
|
Form of Proxy Card to be used by holders of common stock of ANR, Inc.
|
99.3*
|
Consent of Ducera Partners LLC
|
99.4*
|
Consent of Moelis & Company LLC
|
99.5*
|
Consent of BRG Valuation Services, LLC
|
99.6*
|
Consent of John E. Lushefski
|
99.7*
|
Consent of Daniel J. Geiger
|
99.8*
|
Consent of David J. Stetson
|
99.9*
|
Consent of Harvey L. Tepner
|
Exhibit No.
|
Description of Exhibit
|
99.1**
|
Form of Proxy Card to be used by holders of common stock of Alpha Natural Resources Holdings, Inc.
|
99.2**
|
Form of Proxy Card to be used by holders of common stock of ANR, Inc.
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ Kevin S. Crutchfield
|
|
Name: Kevin S. Crutchfield
|
|
Title: Chief Executive Officer and Director
|
Signature
|
Capacity
|
Date
|
/s/ Kevin S. Crutchfield
|
Chief Executive Officer and Director (Principal Executive Officer)
|
August 20, 2018
|
Kevin S. Crutchfield
|
||
/s/ Charles Andrew Eidson
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
August 20, 2018
|
Charles Andrew Eidson
|
||
/s/ Neale X. Trangucci
|
Chairman
|
August 20, 2018
|
Neale X. Trangucci
|
||
/s/ Albert E. Ferrara, Jr.
|
Director
|
August 20, 2018
|
Albert E. Ferrara, Jr.
|
||
/s/ Anthony J. Orlando
|
Director
|
August 20, 2018
|
Anthony J. Orlando
|
||
/s/ Michael J. Ward
|
Director
|
August 20, 2018
|
Michael J. Ward
|
TABLE OF CONTENTS
|
PAGE
|
|
|
ARTICLE 1
|
|
|
THE MERGER
|
|
|
|
|
|
Section 1.01.
The Mergers; Effects of the Mergers
|
9
|
|
Section 1.02.
Consummation of the Mergers
|
9
|
|
Section 1.03.
Certificate of Incorporation; Bylaws
|
10
|
|
Section 1.04.
Directors and Officers
|
10
|
|
Section 1.05.
Conversion of Shares
|
12
|
|
Section 1.06.
Fractional Shares
|
13
|
|
Section 1.07.
Appraisal Rights
|
13
|
|
Section 1.08.
Subsequent Actions
|
14
|
|
|
|
|
ARTICLE 2
|
|
|
EXCHANGE OF SHARES AND CERTIFICATES, EQUITY AWARDS
|
|
|
|
|
|
Section 2.01.
Exchange of Shares and Certificates; Procedures
|
14
|
|
Section 2.02.
Closing of Transfer Books
|
17
|
|
Section 2.03.
Treatment of ANR Stock Options
|
17
|
|
Section 2.04.
Adjustments
|
18
|
|
|
|
|
ARTICLE 3
|
|
|
REPRESENTATIONS AND WARRANTIES OF THE ALPHA PARTIES
|
|
|
|
|
|
Section 3.01.
Organization and Qualification
|
19
|
|
Section 3.02.
Capitalization
|
20
|
|
Section 3.03.
Authority for this Agreement; Board Action
|
22
|
|
Section 3.04.
Consents and Approvals; No Violation
|
24
|
|
Section 3.05.
Financial Statements
|
25
|
|
Section 3.06.
Absence of Certain Changes
|
26
|
|
Section 3.07.
Information Supplied; Joint Proxy Statement
|
26
|
|
Section 3.08.
Employee Benefits Matters
|
26
|
|
Section 3.09.
Employees
|
28
|
|
Section 3.10.
Litigation
|
30
|
|
Section 3.11.
Tax Matters
|
30
|
|
Section 3.12.
Compliance with Law
|
32
|
|
Section 3.13.
Permits; Surety Bonds
|
32
|
|
Section 3.14.
Environmental Matters
|
34
|
|
Section 3.15.
Intellectual Property
|
36
|
|
Section 3.16.
Real Property; Personal Property
|
37
|
|
Section 3.17.
Material Contracts
|
40
|
|
Section 3.18.
Insurance
|
42
|
|
Section 3.19.
Suppliers and Customers
|
43
|
|
Section 3.20.
Questionable Payments
|
43
|
|
Section 3.21.
Interested Party Agreements
|
43
|
|
Section 3.22.
Required Vote of Stockholders
|
43
|
|
Section 3.23.
Takeover Laws, Etc
|
44
|
|
Section 3.24.
Opinion of Financial Advisor
|
44
|
|
Section 3.25.
Brokers; Certain Fees
|
44
|
|
Section 3.26.
No Other Representations; Disclaimer
|
45
|
|
|
|
|
ARTICLE 4
|
|
|
REPRESENTATIONS AND WARRANTIES OF CONTURA
|
|
|
|
|
|
Section 4.01.
Organization and Qualification
|
46
|
|
Section 4.02.
Capitalization
|
46
|
|
Section 4.03.
Authority for this Agreement; Board Action
|
48
|
|
Section 4.04.
Consents and Approvals; No Violation
|
49
|
|
Section 4.05.
Reports; Financial Statements
|
50
|
|
Section 4.06.
Absence of Certain Changes
|
51
|
|
Section 4.07.
Information Supplied; Joint Proxy Statement
|
51
|
|
Section 4.08.
Employee Benefits Matters
|
51
|
|
Section 4.09.
Employees
|
53
|
|
Section 4.10.
Litigation
|
54
|
|
Section 4.11.
Tax Matters
|
55
|
|
Section 4.12.
Compliance with Law
|
56
|
|
Section 4.13.
Permits; Surety Bonds
|
56
|
|
Section 4.14.
Environmental Matters
|
58
|
|
Section 4.15.
Intellectual Property
|
59
|
|
Section 4.16.
Real Property; Personal Property
|
59
|
|
Section 4.17.
Material Contracts
|
62
|
|
Section 4.18.
Insurance
|
64
|
|
Section 4.19.
Suppliers and Customers
|
65
|
|
Section 4.20.
Questionable Payments
|
65
|
|
Section 4.21.
Interested Party Transactions
|
65
|
|
Section 4.22.
Required Vote of Contura Stockholders
|
65
|
|
Section 4.23.
Opinion of Financial Advisor
|
65
|
|
Section 4.24.
Brokers; Certain Fees
|
66
|
|
Section 4.25.
No Other Representations; Disclaimer
|
66
|
|
|
|
|
ARTICLE 5
|
|
|
COVENANTS
|
|
|
|
|
|
Section 5.01.
Interim Undertakings of the Alpha Parties
|
66
|
|
Section 5.02.
Interim Undertakings of Contura
|
71
|
|
Section 5.03.
Alpha No Solicitation
|
74
|
|
Section 5.04.
Preparation of SEC Documents; Listing
|
78
|
|
Section 5.05.
Stockholder Approvals
|
79
|
|
Section 5.06.
Access to Information
|
81
|
|
Section 5.07.
Commercially Reasonable Efforts; Consents and Governmental Approvals
|
82
|
|
Section 5.08.
Indemnification and Insurance
|
84
|
|
Section 5.09.
Employee Matters
|
86
|
|
Section 5.10.
Takeover Laws
|
87
|
|
Section 5.11.
Notification of Certain Matters
|
87
|
|
Section 5.12.
Financing Assistance
|
88
|
|
Section 5.13.
Press Releases
|
89
|
|
Section 5.14.
Stockholder Litigation
|
89
|
|
Section 5.15.
No Control of Other Party’s Business
|
90
|
|
Section 5.16.
Section 280G Matters
|
90
|
|
Section 5.17.
Tax Matters
|
90
|
|
|
|
|
ARTICLE 6
|
|
|
CONDITIONS TO CONSUMMATION OF THE MERGER
|
|
|
|
|
|
Section 6.01.
Conditions to Each Party’s Obligation to Effect the Mergers
|
95
|
|
Section 6.02.
Conditions to Obligations of Contura
|
96
|
|
Section 6.03.
Conditions to Obligations of the Alpha Parties
|
97
|
|
|
|
|
ARTICLE 7
|
|
|
TERMINATION; AMENDMENT; WAIVER
|
|
|
|
|
|
Section 7.01.
Termination
|
98
|
|
Section 7.02.
Effect of Termination
|
100
|
|
Section 7.03.
Fees and Expenses
|
100
|
|
Section 7.04.
Amendment
|
102
|
|
Section 7.05.
Extension; Waiver; Remedies
|
102
|
|
|
|
|
ARTICLE 8
|
|
|
MISCELLANEOUS
|
|
|
|
|
|
Section 8.01.
Representations and Warranties
|
103
|
|
Section 8.02.
Entire Agreement; Assignment
|
103
|
|
Section 8.03.
Jurisdiction; Venue
|
103
|
|
Section 8.04.
Validity; Specific Performance
|
103
|
|
Section 8.05.
Notices
|
104
|
|
Section 8.06.
Governing Law
|
105
|
|
Section 8.07.
Descriptive Headings
|
105
|
|
Section 8.08.
Parties in Interest
|
105
|
|
Section 8.09.
Interpretation
|
106
|
|
Section 8.10.
Counterparts
|
106
|
|
Section 8.11.
Certain Definitions
|
106
|
|
Defined Term
|
Section
|
2017 Equity Plan
|
3.02(c)
|
Affiliate
|
8.11
|
Agreement
|
Preamble
|
Alpha Acquisition Proposal
|
5.03(h)(i)
|
Alpha Board Recommendations
|
3.03(d)(iv)
|
Alpha Cap Ex Budget
|
5.01(p)(i)
|
Alpha Capital Stock
|
3.02(b)(ii)
|
Alpha Director
|
1.04(c)
|
Alpha Director Designee
|
1.04(a)
|
Alpha Disclosure Schedule
|
Article 3
|
Alpha Environmental Permits
|
3.14
|
Alpha Improvements
|
3.16(c)(iv)
|
Alpha Intellectual Property
|
3.15(a)
|
Alpha Interested Party Agreement
|
3.21
|
Alpha Leased Real Property
|
3.16(a)(ii)
|
Alpha Lease
|
3.16(a)(ii)
|
Alpha Material Adverse Effect
|
8.11
|
Alpha Material Contract
|
3.17(a)(xiv)
|
Alpha New Acquisition
|
5.01(c)(ii)
|
Alpha New Acquisitions
|
5.01(c)(ii)
|
Alpha Notice Period
|
5.03(d)(A)
|
Alpha Owned Intellectual Property
|
3.15(b)(i)
|
Alpha Owned Real Property
|
3.16(a)(i)
|
Alpha Parties
|
Preamble
|
Alpha Party Shareholder
|
5.17(d)(ii)
|
Alpha Permit Applications
|
3.13(c)(i)
|
Alpha Permits
|
3.13(a)(i)
|
Alpha Real Property
|
3.16(a)(iii)
|
Alpha Securities
|
3.02(d)(iii)
|
Alpha Service Provider
|
3.08(h)
|
Alpha Special Meetings
|
5.05(a)
|
Alpha Stockholder Approvals
|
3.22(b)
|
Alpha Subsidiary Securities
|
3.02(e)(iii)
|
Alpha Superior Proposal
|
5.03(h)(ii)
|
Alpha Surety Bonds
|
3.13(d)
|
ANR
|
Preamble
|
ANR Board
|
3.03(c)
|
ANR Board Recommendation
|
3.03(d)(iv)
|
ANR Bylaws
|
3.01(b)
|
ANR Certificate of Incorporation
|
3.01(b)
|
ANR Certificate of Merger
|
1.02(b)
|
|
|
Defined Term
|
Section
|
ANR Financial Advisor
|
3.24
|
ANR Merger
|
1.01
|
ANR Merger Consideration
|
1.05(b)(iii)
|
ANR Merger Surviving Corporation
|
1.01
|
ANR Plan
|
8.11
|
ANR RSU
|
2.03(b)
|
ANR Stockholder Approvals
|
3.22(b)
|
ANR Stock Option
|
2.03
|
Antitrust Law
|
5.07(a)
|
Appraisal Shares
|
1.07
|
beneficial ownership
|
8.11
|
Book-Entry Shares
|
2.01(b)(ii)
|
Business Day
|
8.11
|
Capitalization Date
|
3.02(a)
|
Certificates
|
2.01(b)(i)
|
Change of Alpha Board Recommendation
|
5.03(a)(iii)
|
Class C-1 Common Stock
|
3.02(b)(i)
|
Class C-2 Common Stock
|
3.02(b)(ii)
|
Closing
|
1.02(a)
|
Closing Date
|
1.02(a)
|
Code
|
Recitals
|
Computer Software
|
3.15(e)
|
Confidentiality Agreement
|
8.11
|
Contract
|
3.04(a)(iii)
|
Controlled Group Liability
|
8.11
|
Contura
|
Preamble
|
Contura Board
|
Recitals
|
Contura Bylaws
|
4.01(b)
|
Contura Cap Ex Budget
|
5.02(o)(i)
|
Contura Certificate of Incorporation
|
4.01(b)
|
Contura Charter Amendment
|
Recitals
|
Contura Common Stock
|
Recitals
|
Contura Disclosure Schedule
|
Article 4
|
Contura Environmental Permits
|
4.14
|
Contura Financial Advisor
|
4.23
|
Contura Improvements
|
4.16(c)(iv)
|
Contura Intellectual Property
|
4.15(a)
|
Contura Interested Party Agreement
|
4.21(iii)
|
Contura Lease
|
4.16(a)(ii)
|
Contura Leased Real Property
|
4.16(a)(ii)
|
Contura Material Adverse Effect
|
8.11
|
Contura Material Contract
|
4.17(a)(x)
|
Contura New Acquisition
|
5.02(c)(ii)
|
Contura New Acquisitions
|
5.02(c)(ii)
|
Contura Owned Intellectual Property
|
4.15(b)(i)
|
Defined Term
|
Section
|
Contura Owned Real Property
|
4.16(a)(i)
|
Contura Parties
|
4.03(a)
|
Contura Permit Applications
|
4.13(c)(i)
|
Contura Permits
|
4.13(a)(i)
|
Contura Plan
|
8.11
|
Contura Preferred Stock
|
4.02(a)(ii)
|
Contura Real Property
|
4.16(a)(iii)
|
Contura RSU
|
2.03(b)
|
Contura Sale Transaction
|
5.07(b)
|
Contura Securities
|
4.02(c)(iii)
|
Contura Service Provider
|
4.08(h)
|
Contura Stock Option
|
4.02(b)
|
Contura Stockholder Approval
|
4.22
|
Contura Subsidiary Securities
|
4.02(d)(iii)
|
Contura Surety Bonds
|
4.13(d)
|
Copyrights
|
3.15(e)
|
Current Employees
|
5.09
|
DGCL
|
1.01
|
Effective Time
|
1.02(b)
|
Environment
|
3.14(i)(i)
|
Environmental Claim
|
3.14(i)(ii)
|
Environmental Law
|
3.14(i)(iii)
|
ERISA
|
3.08(b)(ii)
|
ERISA Affiliate
|
8.11
|
Exchange Act
|
3.04(b)(ii)
|
Exchange Agent
|
2.01(a)
|
Exchange Fund
|
2.01(a)
|
Exchange Ratio
|
8.11
|
Excluded Intervening Event
|
8.11
|
Expense Reimbursement
|
7.03(d)
|
First Effective Time
|
1.02(b)
|
Form S-4
|
3.07(i)
|
Governmental Entity
|
3.04(b)
|
Hazardous Materials
|
3.14(i)(iv)
|
HSR Act
|
3.04(b)(i)
|
Holdings
|
Preamble
|
Holdings Board
|
3.03(a)
|
Holdings Board Recommendation
|
3.03(b)(iv)
|
Holdings Bylaws
|
3.01(b)
|
Holdings Certificate of Incorporation
|
3.01(b)
|
Holdings Certificate of Merger
|
1.02(b)
|
Holdings Common Stock
|
3.02(a)
|
Holdings Merger
|
1.01
|
Holdings Merger Consideration
|
1.05(a)(iii)
|
Holdings Merger Surviving Corporation
|
1.01
|
Defined Term
|
Section
|
Holdings Preferred Stock
|
3.02(a)
|
Holdings Series A Preferred Stock
|
3.02(a)
|
Holdings Series B Preferred Stock
|
3.02(a)
|
Holdings Stockholder Approval
|
3.22(a)
|
Indebtedness
|
8.11
|
Indemnified Parties
|
5.08(b)
|
Indemnified Party
|
5.08(b)
|
Initial Alpha Director Designees
|
1.04(a)
|
Intellectual Property Rights
|
3.15(a)
|
Joint Proxy Statement
|
3.07(ii)
|
KESP
|
5.09(c)
|
knowledge
|
8.11
|
Law
|
3.04(a)(ii)
|
Lien
|
8.11
|
Materially Burdensome Conditions
|
5.07(a)
|
Merger Consideration
|
1.05(b)(iii)
|
MergerSub 1
|
Preamble
|
MergerSub 2
|
Preamble
|
New Option
|
2.03
|
NYSE
|
8.11
|
Outside Date
|
8.11
|
Permit
|
8.11
|
Permitted Liens
|
8.11
|
Person
|
8.11
|
Proceeding
|
3.10(a)
|
Release
|
3.14(i)(v)
|
Representatives
|
8.11
|
Required Nomination Period
|
1.04(b)
|
Reverse Termination Fee
|
7.03(g)
|
SEC
|
3.04(b)(ii)
|
Second Effective Time
|
1.02(b)
|
Secretary of State
|
1.02(b)
|
Section 262
|
1.07
|
Securities Act
|
3.07(i)
|
Subsidiary
|
8.11
|
Surety Bonds
|
3.13(d)
|
Surviving Corporations
|
1.01
|
Takeover Laws
|
3.23
|
Tax
|
3.11(l)
|
Tax Certificate
|
5.17(d)(vi)
|
Taxing Authority
|
3.11(l)
|
Tax Return
|
3.11(l)
|
Termination Fee
|
7.03(d)
|
Treasury Regulations
|
8.11
|
WARN
|
3.09(d)
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: Executive Vice President,
Chief Administrative and Legal
Officer & Secretary
|
PRIME ACQUISITION I, INC.
|
|
By:
|
/s/ J. Scott Kreutzer
|
|
Name: J. Scott Kreutzer
|
|
Title: President
|
PRIME ACQUISITION II, INC.
|
|
By:
|
/s/ J. Scott Kreutzer
|
|
Name: J. Scott Kreutzer
|
|
Title: President
|
ALPHA NATURAL RESOURCES HOLDINGS, INC.
|
|
|
|
By:
|
/s/ David J. Stetson
|
|
Name: David J. Stetson
|
|
Title: Chairman and Chief Executive
Officer
|
ANR, INC.
|
|
|
|
By:
|
/s/ David J. Stetson
|
|
Name: David J. Stetson
|
|
Title: Chairman and Chief Executive
Officer
|
|
|
PAGE
|
|
Article I DEFINITIONS
|
2
|
|
|
1.1
|
Definitions
|
2
|
|
Article II PURCHASED ASSETS; ASSUMED LIABILITIES
|
13
|
|
|
2.1
|
Assets to be Transferred
|
13
|
|
2.2
|
Retained Assets
|
15
|
|
2.3
|
Assumed Liabilities
|
16
|
|
2.4
|
Retained Liabilities
|
17
|
|
Article III PURCHASE AND SALE
|
19
|
|
|
3.1
|
Purchase and Sale of Purchased Assets
|
19
|
|
3.2
|
Allocation
|
19
|
|
3.3
|
Apportionment of Utility Charges
|
19
|
|
3.4
|
Wyoming Production Tax Liabilities
|
19
|
|
3.5
|
Maintenance Contracts
|
20
|
|
3.6
|
Partial Assignment Contracts and Partial Assignment Software
|
21
|
|
Article IV CLOSING AND DELIVERIES
|
21
|
|
|
4.1
|
Closing
|
21
|
|
4.2
|
Deliveries by the Seller
|
21
|
|
4.3
|
Deliveries by the Purchaser
|
23
|
|
Article V REPRESENTATIONS AND WARRANTIES OF THE SELLER
|
24
|
|
|
5.1
|
Organization of the Seller
|
24
|
|
5.2
|
Authority of the Seller
|
24
|
|
5.3
|
No Conflict or Violation
|
24
|
|
5.4
|
Contracts
|
25
|
|
5.5
|
Compliance with Legal Requirements; Permits.
|
25
|
|
5.6
|
Real Property.
|
26
|
|
5.7
|
Title to Purchased Assets
|
27
|
|
5.8
|
Litigation
|
28
|
|
5.9
|
Taxes
|
28
|
|
5.1
|
Mining and Environmental Matters
|
29
|
|
5.11
|
Labor Matters
|
30
|
|
5.12
|
Permitting
|
31
|
|
5.13
|
Brokers
|
31
|
|
5.14
|
Employee Benefits
|
31
|
|
Article VI REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
|
31
|
|
|
6.1
|
Organization and Authority of Purchaser
|
31
|
|
6.2
|
No Conflict or Violation
|
32
|
|
6.3
|
Consents
|
32
|
|
6.4
|
Litigation
|
32
|
|
6.5
|
Brokers
|
32
|
|
6.6
|
Sufficiency of Funds
|
32
|
|
6.7
|
Permitting
|
33
|
|
6.8
|
Ownership and Control File
|
33
|
|
6.9
|
Federal Coal Lease Qualifications
|
33
|
|
Article VII TAX MATTERS
|
33
|
|
|
7.1
|
Tax Cooperation; Allocation of Taxes
|
33
|
|
7.2
|
Tax Treatment
|
34
|
|
Article VIII CERTAIN COVENANTS AND AGREEMENTS
|
35
|
|
|
8.1
|
Interim Operations
|
35
|
|
8.2
|
Reasonable Access
|
36
|
|
8.3
|
Notification of Certain Matters
|
36
|
|
8.4
|
Efforts to Meet Conditions to Closing.
|
36
|
|
8.5
|
Certain Provisions Relating to Consents; Release of Guarantees.
|
38
|
|
8.6
|
Permitting.
|
41
|
|
8.7
|
Further Assurances
|
43
|
|
8.8
|
Transition Services
|
43
|
|
8.9
|
Correspondence
|
44
|
|
8.1
|
Employees.
|
44
|
|
8.11
|
Bulk-Sales Laws
|
46
|
|
8.12
|
Disclaimer of Warranties
|
46
|
|
8.13
|
Schedules
|
46
|
|
Article IX CONDITIONS TO CLOSING
|
47
|
|
|
9.1
|
Conditions to Obligations of Each Party
|
47
|
|
9.2
|
Conditions to Obligations of the Purchaser
|
47
|
|
9.3
|
Conditions to Obligations of the Seller
|
47
|
|
9.4
|
Frustration of Closing Conditions
|
48
|
|
Article X TERMINATION OF AGREEMENT
|
48
|
|
|
10.1
|
Right to Terminate
|
48
|
|
10.2
|
Effect of Termination
|
49
|
|
Article XI SURVIVAL OF REPRESENTATIONS AND WARRANTIES
|
49
|
|
|
11.1
|
Survival
|
49
|
|
Article XII INDEMNIFICATION
|
50
|
|
|
12.1
|
General Indemnification Obligation.
|
50
|
|
12.2
|
Indemnification Procedures
|
52
|
|
12.3
|
Specific Performance
|
52
|
|
12.4
|
Exclusive Remedies
|
52
|
|
12.5
|
Additional Security for Purchaser’s Performance
|
53
|
|
12.6
|
Covenant Regarding Seller’s Performance
|
53
|
|
Article XIII MISCELLANEOUS PROVISIONS
|
53
|
|
|
13.1
|
Notices
|
53
|
|
13.2
|
Waivers and Amendments
|
54
|
|
13.3
|
Fees and Expenses
|
55
|
|
13.4
|
Successors and Assigns
|
55
|
|
13.5
|
Consent to Jurisdiction
|
55
|
|
13.6
|
Governing Law
|
55
|
|
13.7
|
Waiver of Jury Trial
|
55
|
|
13.8
|
Severability
|
56
|
|
13.9
|
Entire Agreement
|
56
|
|
13.1
|
Construction
|
56
|
|
13.11
|
Incorporation of Exhibits and Schedules
|
56
|
|
13.12
|
Headings
|
57
|
|
13.13
|
Counterparts
|
57
|
|
13.14
|
Announcements
|
57
|
|
13.15
|
Third Parties
|
57
|
|
EXHIBITS
|
|
Exhibit A-1
|
Form of Bill of Sale
|
Exhibit B
|
Form of Liabilities Assignment and Assumption Agreement
|
Exhibit C
|
Form of Lease Assignment
|
Exhibit D
|
Form of Contract Assignment
|
Exhibit E
|
Form of Permit Operating Agreement
|
Exhibit F
|
Form of Deed
|
Exhibit G
|
Form of Royalty Agreement
|
Exhibit H
|
Form of Back-To-Back Coal Supply Agreement
|
Exhibit I
|
Form of Purchaser Corporate Guaranty
|
Exhibit J
|
Projected Payments
|
|
|
SCHEDULES
|
|
Schedule 1.1(a)
|
Lease Bonds and Reclamation Performance Bonds
|
Schedule 1.1(b)
|
Leased Real Property
|
Schedule 1.1(c)
|
Owned Real Property
|
Schedule 1.1(d)
|
Permitted Liens – Royalty
|
Schedule 1.1(e)
|
Permitted Liens – Other
|
Schedule 1.1(f)
|
Software
|
Schedule 2.1(e)
|
Contracts
|
Schedule 2.1(f)
|
Tangible Personal Property
|
Schedule 2.1(g)
|
Permits
|
Schedule 2.2(s)
|
Retained Assets
|
Schedule 2.3(j)
|
Liabilities Under Seller NOVs
|
Schedule 3.4
|
Wyoming Production Tax Liabilities Amount
|
Schedule 3.5
|
Estimated Maintenance Contracts Amount
|
Schedule 4.2(j)
|
Lien Releases
|
Schedule 5.3
|
No Conflicts or Violation
|
Schedule 5.5(a)
|
Compliance with Legal Requirements
|
Schedule 5.6(b)
|
Other Persons’ Rights in Owned Real Property
|
Schedule 5.6(c)
|
Other Persons’ Rights in Leases
|
Schedule 5.7
|
Title to Tangible Personal Property
|
Schedule 5.8
|
Litigation
|
Schedule 5.10
|
Mining and Environmental Matters
|
Schedule 5.13
|
Seller’s Brokers
|
Schedule 5.14
|
Employee Benefits
|
Schedule 6.5
|
Purchaser’s Brokers
|
Schedule 8.1
|
Interim Operations
|
Schedule 8.5(c)
|
Seller Guarantees
|
Schedule 8.6(a)
|
Coal Leases
|
Schedule 8.10(b)
|
Employees
|
(a)
|
the Owned Real Property;
|
(b)
|
an amount of cash equal to (i) the Estimated Pre-Closing Wyoming Production Tax Liabilities Amount and (ii) subject to
Section 3.5
, the Estimated Maintenance Contracts Amount;
|
(c)
|
the Leases, excluding any claims and causes of action under the Leases to the extent arising out of any event occurring prior to the Closing, other than claims and causes of action related to any Prepaid Assets;
|
(d)
|
amounts prepaid under the Leases, including, without limitation, any recoupable advance minimum royalties (“
Prepaid Assets
”);
|
(e)
|
the Contracts, including the Contracts listed on
Schedule 2.1(e)
, excluding any claims and causes of action under the Contracts to the extent arising out of any event occurring prior to the Closing (including the rights of Seller under any Contracts with respect to Accounts Receivable);
|
(f)
|
the Tangible Personal Property, including the Tangible Personal Property listed on
Schedule 2.1(f)
;
|
(g)
|
the Permits, including the Permits listed on
Schedule 2.1(g)
, but excluding any Excluded Permits;
|
(h)
|
the Inventory;
|
(i)
|
the Software;
|
(j)
|
Seller’s membership interests in Wyoming Quality Healthcare Coalition, LLC;
|
(k)
|
Seller’s patronage capital credits , accrued and future power bill credits, interests in the Risk Management Fund and interests to funds in the coal bed methane Cost of Retirement Fund, in each case on the records of Powder River Energy Corporation; and
|
(l)
|
all engineering and operational data, charts, surveys, maps, plans, drawings, computer files, permit applications, books, records, data, title and other reports, tax tickets, tax appraisals, documents, papers, instruments and all other materials of all kinds to the extent related to the Real Property or the Mines and locatable after diligent search in good faith other than such materials to the extent relating to any Retained Assets (collectively, the “
Data
”) (provided, Seller may retain copies of such Data).
|
(a)
|
cash and cash equivalents owned by the Seller, other than the Wyoming Production Tax Liabilities Amount and the Maintenance Contracts Amount;
|
(b)
|
all accounts, payments or notes receivable held by Seller and/or any of its Affiliates as of the Closing (whether or not then due), and any security, claim, remedy or other right related to any of the foregoing (“
Accounts Receivable
”);
|
(c)
|
the rights that accrue or may accrue to the Seller under this Agreement and/or the Ancillary Agreements;
|
(d)
|
all contracts and agreements other than the Contracts and the Leases;
|
(e)
|
all claims and causes of action under the Contracts and the Leases to the extent arising from any event occurring prior to the Closing, including claims and causes of action for refund of amounts paid by Seller prior to the Closing, but excluding claims and causes of action under the Leases related to any Prepaid Assets;
|
(f)
|
all rights and claims arising out of the audit being conducted by the State of Wyoming, Department of Audit, Mineral Audit Division, on its own behalf and for the Office of Natural Resources Revenue of the U.S. Department of the Interior for the period from 2013 through 2015, inclusive (the “
Wyoming Audit
”);
|
(g)
|
the Excluded Permits;
|
(h)
|
all prepaid utility deposits and payments;
|
(i)
|
all minute books, organizational documents, and such other books and records of Seller as pertains to ownership, organization or existence of the Business;
|
(j)
|
Tax assets of Seller in respect of the Purchased Assets with respect to a Pre-Closing Tax Period;
|
(k)
|
all insurance policies of Seller and its Affiliates and rights thereunder;
|
(l)
|
all personnel records and other records that Seller is required by law to retain in its possession;
|
(m)
|
all rights in connection with and assets of the Employee Plans;
|
(n)
|
any patents, trademarks, trade names, service marks, copyrights, domain names, know-how and all other intellectual property and proprietary rights owned by Seller or its Affiliates;
|
(o)
|
any claims or defenses in any Proceedings in which Seller is a plaintiff;
|
(p)
|
any bonds or other collateral of Seller or its Affiliates posted with respect to any Permits or Leases;
|
(q)
|
all software other than the Software; and
|
(r)
|
the property and assets set forth on
Schedule 2.2(r)
.
|
(a)
|
(i) all Liabilities arising from the performance or failure to perform after the Closing Date of the Contracts, the Leases and the Maintenance Contracts, including any advance minimum or similar royalty obligations, and (ii) any Liabilities for unpaid pre-Closing expenses under the Maintenance Contracts;
|
(b)
|
all Reclamation obligations related to the Purchased Assets or the Business;
|
(c)
|
all Environmental Liabilities relating to the Purchased Assets or the Business, excluding any monetary fines and penalties for which Seller or any of its Affiliates have received a written notice of violation or notice of claim (or other written notice of similar legal intent or meaning) from any Governmental Agency on or prior to the Closing and excluding the Liabilities set forth in
Section 2.4(a)
;
|
(d)
|
all Liabilities related to Trade Payables of the Business incurred after the Closing Date (for the avoidance of doubt, regardless of when the corresponding purchase order or commitment was entered into);
|
(e)
|
the Pre-Closing Wyoming Production Tax Liabilities, but only to the extent of the actual Pre-Closing Wyoming Production Tax Liabilities Amount determined in accordance with
Section 3.4
;
|
(f)
|
(i) all Taxes arising out of, relating to or in respect of the Purchased Assets with respect to any Post-Closing Tax Period and (ii) Taxes that are allocated to the Purchaser pursuant to
Article VII
;
|
(g)
|
all Liabilities of any kind whatsoever arising from (i) ownership of the Purchased Assets or the operation of the Business by Purchaser (other than the Retained Business) or (ii) except as otherwise provided herein, the employment of the Employees hired by the Purchaser pursuant to
Section 8.10
, in each case to the extent arising after the Closing Date;
|
(h)
|
50% of any CSA Assignment Losses;
|
(i)
|
all Liabilities related to Seller’s membership interests in Wyoming Quality Healthcare Coalition, LLC; and
|
(j)
|
all Liabilities under the Seller NOVs, (but if received prior to the date hereof, only if listed on
Schedule 2.3(j)
), other than Liabilities for fines and assessments.
|
(a)
|
any Liability of the Seller for any fines or assessments and for third party costs to correct all non-compliance and to perform all abatement measures required by the applicable Governmental Agency, in each case to the extent arising out of any written notice of violation issued on or prior to the Closing with respect to any Permit;
|
(b)
|
any Liabilities related to (i) the performance or failure to perform of the Contracts or Leases on or prior to the Closing Date, including amounts due
|
(c)
|
any monetary fines and penalties arising from Environmental Claims by any Governmental Agency alleging noncompliance with Environmental Law for which the Seller or any of their Affiliates had written notice on or prior to the Closing;
|
(d)
|
all Liabilities of Seller to the extent related to the Retained Assets and the Retained Business;
|
(e)
|
all Liabilities for Trade Payables of the Business to the extent incurred on or prior to the Closing Date;
|
(f)
|
any Liability or obligation of the Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes (except to the extent explicitly assumed in
Section 2.3(e) or 2.3(f)
;
|
(g)
|
all Liabilities of Seller relating to the compensation and benefits (including stock options and other equity-based compensation), salary, commissions and bonuses payable or granted to, incurred, or earned or accrued, or which should have been accrued, in respect of service performed by, employees of the Business on or prior to the Closing;
|
(h)
|
any Liability related to the employment or termination of any Employee by the Seller (including any workers’ compensation claims, occupational injury, discrimination claims, payroll, employment, compensation plan, program, agreement or arrangement of the Seller and any termination by the Seller in connection with the consummation of the transactions contemplated by this Agreement) to the extent arising out of or in connection with any event or condition which occurred or existed on or prior to the Closing except as set forth in
Section 8.10(c)
or as otherwise provided by Legal Requirements;
|
(i)
|
all Liabilities in connection with the Employee Plans;
|
(j)
|
any Liability of the Seller for Selling Expenses;
|
(k)
|
50% of any CSA Assignment Losses; and
|
(l)
|
any Liability related to the Wyoming Audit.
|
(a)
|
The Purchaser shall prepare, and provide to the Seller for its review and comment, a statement allocating the amount treated for U.S. federal income tax purposes as paid for the Purchased Assets among the Purchased Assets in accordance with Section 1060 of the Code within 30 days of the Closing Date (the “
Allocation Statement
”). If the Seller objects to such Allocation Statement within 30 days of receipt of such Allocation Statement, the Purchaser and the Seller shall in good faith resolve their differences within 20 days of the Purchaser having received the Seller’s good faith objection (any Allocation Statement agreed to by the parties, an “
Agreed Allocation Statement
”). If Seller and Purchaser cannot mutually agree upon such allocation, Seller and Purchaser shall be free to file their own asset allocation statement.
|
(b)
|
Seller and Purchaser agree to (i) be bound by an Agreed Allocation Statement and (ii) act in accordance with any such Agreed Allocation Statement in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing).
|
(a)
|
Schedule 3.5
sets forth the Maintenance Contracts Amount as of November 30, 2017 (the “
Estimated Maintenance Contracts Amount
”). Within 45 days after the Closing, Seller shall provide to Purchaser its calculation of the Maintenance Contracts Amount as of the Closing (the “
Closing
Maintenance Contracts Amount
”), which Purchaser shall have the right to review and approve within 10 days of receipt, such approval not to be unreasonably withheld.
|
(b)
|
At the Closing, Seller shall pay the Estimated Closing Maintenance Contracts Amount to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser.
|
(c)
|
Promptly following the determination of the Closing Maintenance Contracts Amount pursuant to
Section 3.5(a)
, (i) if the Closing Maintenance Contracts Amount exceeds the Estimated Maintenance Contracts Amount, Seller shall promptly pay the amount of such excess to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, and (y) if the Closing Maintenance Contracts Amount is less than the Estimated Maintenance Contracts Amount, Purchaser shall promptly pay the amount of such deficit to Seller, by wire transfer of immediately available funds to an account designated by Seller.
|
(d)
|
Nothing in this Section 3.5 shall alter the allocation of Assumed Liabilities and Retained Liabilities in respect of the Maintenance Contracts.
|
(e)
|
After the payment to Purchaser at Closing of the Estimated Maintenance Contracts Amount, and to the extent that the provisions of
Section 8.5
apply to the transfer of a Maintenance Contract, then until such time as such Maintenance Contract can be transferred to Purchaser, Purchaser shall assume all obligations, including payment obligations, of Seller under such Maintenance Contract, which performance shall be guaranteed pursuant to the Purchaser Corporate Guaranty.
|
(a)
|
one or more bills of sale, in substantially the form of
Exhibit A
attached hereto (the “
Bill of Sale
”), in each case duly executed by each applicable Seller;
|
(b)
|
an Assumed Liabilities assignment and assumption agreement, in substantially the form of
Exhibit B
attached hereto (the “
Liabilities
Assignment and Assumption Agreement
”), duly executed by each applicable Seller;
|
(c)
|
an assignment and assumption of Leases, in substantially the form of
Exhibit C
attached hereto (the “
Lease Assignments
”), for each Lease, duly executed and notarized by each applicable Seller, and which in the case of federal and state leases, shall also include certain transfer and assignment instruments to be executed by Seller and Purchaser as required under applicable Legal Requirements;
|
(d)
|
one or more assignment and assumption agreements of Contracts, in substantially the form of
Exhibit D
attached hereto (the “
Contract Assignments
”) duly executed by each applicable Seller;
|
(e)
|
the Back-To-Back Coal Supply Agreements duly executed by each applicable Seller;
|
(f)
|
Permit Transfer Applications, duly executed by each applicable Seller, as and to the extent applicable;
|
(g)
|
a permit operating agreement, in substantially the form of
Exhibit E
(the “
Permit Operating Agreement
”) duly executed by each applicable Seller entity;
|
(h)
|
the Deeds, in substantially the form of
Exhibit F
, duly executed and notarized by each applicable Seller, along with any documents (including transfer tax forms) required by the applicable city, county, or state to effectuate the recording of the Deed (other than any Deeds or any such documents relating to the Ranches, which shall be delivered pursuant to
Section 8.5(e)
;
|
(i)
|
the Royalty Agreement, in substantially the form of
Exhibit G
, duly executed and notarized by each applicable Seller, along with any documents (including transfer tax forms) required by the applicable city, county, or state to effectuate the recording of the Royalty Agreement;
|
(j)
|
at Closing or as soon thereafter as practicable, appropriate termination statements under the Uniform Commercial Code and release of Liens set forth on
Schedule 4.2(j)
;
|
(k)
|
all certificates of title necessary to transfer to the Purchaser any vehicles or other Purchased Assets the ownership of which is evidenced by a certificate of title, duly executed by each applicable Seller;
|
(l)
|
a certificate of the Secretary of State of
Delaware as to the good standing of each Seller entity in such jurisdiction dated within 15 days of the Closing Date;
|
(m)
|
a certificate of the Secretary of each Seller entity certifying as to resolutions duly adopted by its Board of Managers and/or by its member(s), as applicable, authorizing the execution and delivery of this Agreement and the Ancillary Agreements by such Seller and its performance of the transactions contemplated hereby and thereby;
|
(n)
|
a certification, signed under penalties of perjury and dated not more than 30 days prior to the Closing Date, that satisfies the requirements of Treasury
|
(o)
|
a certificate executed by Seller, dated as of the Closing Date, in accordance with
Section 9.2(b)
; and
|
(p)
|
the Estimated Pre-Closing Wyoming Production Tax Liabilities Amount and the Estimated Maintenance Contracts Amount.
|
(a)
|
the Bill(s) of Sale duly executed by the Purchaser (or, in the case of the Explosives, a document executed by a Person duly licensed to possess the Explosives sufficient to evidence the transfer of possession of the Explosives by Seller to such Person);
|
(b)
|
the Liabilities Assignment and Assumption Agreement, duly executed by the Purchaser;
|
(c)
|
the Lease Assignments, duly executed and notarized by the Purchaser;
|
(d)
|
the Contract Assignments, duly executed by the Purchaser;
|
(e)
|
the Back-To-Back Coal Supply Agreements duly executed by Purchaser;
|
(f)
|
Permit Transfer Applications, duly executed by Purchaser, as and to the extent applicable;
|
(g)
|
the Permit Operating Agreement, duly executed by the Purchaser;
|
(h)
|
the Royalty Agreement, duly executed and notarized by the Purchaser;
|
(i)
|
the Purchaser Corporate Guaranty, duly executed by Blackjewel Holdings L.L.C.;
|
(j)
|
evidence satisfactory to the Seller that the Purchaser has obtained all bonds or other collateral required by any Governmental Agency to replace the Seller’s Reclamation Performance Bonds and Lease Bonds;
|
(k)
|
a certificate of the Secretary of State of the State of Wyoming as to the good standing of the Purchaser in such jurisdiction dated within 15 days of the Closing Date;
|
(l)
|
a certificate of the Secretary of the Purchaser certifying as to resolutions duly adopted by the member of the Purchaser authorizing the execution and delivery of this Agreement and the Ancillary Agreements by the Purchaser
|
(m)
|
a certificate executed by Purchaser, dated as of the Closing Date, in accordance with
Section 9.3(b)
.
|
(a)
|
Except as set forth on
Schedule 5.5(a
), Seller is in compliance in all material respects with all applicable Legal Requirements and Orders applicable to the Business or the Purchased Assets. The Seller has not received any written notice of or, to the Seller’s Knowledge, been charged with the material violation of any Legal Requirements in connection with the Business or the Purchased Assets. As of the date hereof, the Seller has not received written notice that it is under investigation with respect to the violation of any Legal Requirements in connection with the Business, and, to the Seller’s Knowledge, there are no facts or circumstances which could form the basis for any such material violation. To Seller’s Knowledge, the contractors and similar designees of the Seller who have operated the Mines at the direction of the Seller, have, at all times, operated the Mines in compliance in all material respects with applicable Legal Requirements. This
Section 5.5(a)
does not relate to matters with respect to Taxes, which are the subject of
Section 5.9
, to environmental matters, which are the subject of
Section 5.10
, or to labor matters, which are the subject of
Section 5.11
.
|
(b)
|
Schedule 2.1(g)
contains a list and description of all material Permits that are issued to the Seller and used in the Business or that are required for the operation by Seller of the Business as currently conducted, other than any Excluded Permits. Except as set forth on
Schedule 2.1(g)
and
5.10
, (i) the Seller is not in default or violation in any material respect, and, to the Seller’s Knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation in any material respect, any term,
|
(a)
|
Schedule 1.1(c)
sets forth an accurate and complete list of all Owned Real Property. True and complete copies of the following have heretofore been provided to the Purchaser: (i) all deeds and instruments of conveyance to Seller relating to the Owned Real Property. Except as otherwise set forth in
Schedule 5.6(b)
, there are no outstanding options or rights of first refusal to purchase any of the Owned Real Property or any interest therein. Seller has not created or permitted any Liens (except for Permitted Liens) on the Owned Real Property. Except as would not have a Material Adverse Effect, (i) subject to the standard warranty limitations as set forth in a special warranty deed, the Seller has good and marketable title to the Owned Real Property, free and clear of all Liens, except for Permitted Liens, (ii) the Seller has obtained all appropriate certificates of occupancy, licenses, easements and rights of way required to use and operate the Owned Real Property in the manner in which the Owned Real Property is currently being used and operated in connection with the Business, (iii) no Seller has received written notice of any intention on the part of any issuing authority to cancel, suspend or modify any approvals, licenses or permits relating to the owned Real Property and (iv) no Seller has received written notice of any proposed special assessment which would materially and adversely affect the Owned Real Property.
|
(b)
|
Except as set forth on
Schedule 5.6(b)
, Seller is not a party to any Contract in which Seller has granted an interest in any Owned Real Property to any other Person. With respect to the Owned Real Property, there are no actions in eminent domain or other similar customs pending, or, to the Seller’s Knowledge, threatened against the Owned Real Property.
|
(c)
|
With respect to the Leases, (i) there are no material defaults, breaches or uncured violations by any Seller under any of the Leases, including any lost coal events, and, to Seller’s Knowledge, no event has occurred that (whether with or without notice, the lapse of time or the happening or occurrence of any other event) would constitute a material default, breach or uncured violation by any Seller under any Lease, including any lost coal events); (ii) there are no material defaults, breaches or uncured violations by any other
|
(a)
|
Seller has timely filed all material Tax returns that it was required to file with respect to the Purchased Assets and the Business and timely paid all Taxes which will have been required to be paid on or prior to the date hereof, the non-payment of which would result in a material Lien on any Purchased Asset. All such Tax returns are correct and complete in all material respects and were prepared in substantial compliance with all applicable Legal Requirements. The Sellers have collected or withheld all amounts required to be collected or withheld by the Seller for all material Taxes or assessments related to the Purchased Assets and the Business, and all such amounts have been paid to the appropriate Governmental Agency or set aside in appropriate accounts for future payment when due.
|
(b)
|
No claim has been made in writing by any Governmental Agency in a jurisdiction where the Seller does not file Tax returns with respect to the Business or the Purchased Assets that the Seller is or may be subject to taxation by that jurisdiction with respect to the Business or the Purchased Assets. In addition to the foregoing, the Seller shall pay any and all Taxes that may be now or hereafter due with respect to the Business or the Purchased Assets or the activities of the Seller, in each case, through and including the Closing Date, except as set forth in this Agreement.
|
(c)
|
There are no pending or, to Seller’s Knowledge, threatened audits, investigations, disputes, notices of deficiency, claims or other actions for or relating to any Liability for Taxes with respect to the Business or the Purchased Assets. There is no dispute or claim concerning any Tax liability of the Seller related to the Purchased Assets or the Business claimed or raised by any Governmental Agency in writing.
|
(d)
|
Each Seller is a United States Person within the meaning of Section 7701 of the Code.
|
(a)
|
the Seller is and has been, since July 26, 2016, in compliance in all material respects with all Mining Law and Environmental Law except with respect to violations that have been fully abated or resolved, and the Seller has obtained, and is in compliance in all material respects with, all Environmental Permits and Mining Permits required for the conduct of its Business and operations, and the ownership, occupation, operation and use of the Real Property and the Mines and other property in accordance with Mining Law and Environmental Law, and all such Environmental Permits or Mining Permits are valid and in full force and effect in all material respects.
|
(b)
|
(i) there are no pending nor threatened Environmental Claims or other actions to deny, revoke or terminate any Environmental Permits or Mining Permits possessed or applied for by the Seller and there has not been any such Environmental Claim since July 26, 2016 except with respect to violations that have been abated or resolved; (ii) there are no pending Environmental Claims or threatened Environmental Claims against the Seller; (iii) the Seller is not subject to any outstanding Order under any Environmental Law or Mining Law; (iv) no Seller or, to Seller’s Knowledge, any other Person has Released, stored or disposed of any Hazardous Substances in quantities and concentrations requiring notification of a Governmental Agency or remediation pursuant to Environmental Law on or beneath the Purchased Assets or in a manner that would reasonably be expected to result in material Liability, remediation or investigation under any Environmental Law or Mining Law except pursuant to, and in compliance with, a Permit.
|
(c)
|
(i) Seller has not located and no other Person has located, any underground storage tanks on the Real Property that could reasonably be expected to result in material Environmental Liability and (ii) with respect to the Purchased Assets, there are no underground injection wells, radioactive materials or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged or disposed other than in compliance in all material respects with all Environmental Laws or as would not be reasonably expected to require any material remediation or investigation pursuant to Environmental Law.
|
(a)
|
The Purchaser has been provided with a complete and correct list of all Business employees of Contura Coal West, LLC as of the date hereof (the “
Employees
”), together with their respective job titles, status, and the annual or hourly rate of base compensation and annual bonuses payable to each such Employee. No Seller has received any written notification of any unfair labor practice charges or complaints relating to any Employees or the Business pending before any Governmental Agency having jurisdiction thereof, nor are there any current union representation claims against any Seller involving any Employee or the Business and, to Seller’s Knowledge, no such charges or claims are threatened.
|
(b)
|
Contura Coal West, LLC is not a party to any collective bargaining agreement and, to Seller’s Knowledge, there are no union organizing activities or proceedings involving, or any pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for, or where the purpose is to organize, any group or groups of Employees. There is not currently pending, with regard to any facility which is a Purchased Asset or involved in the Business, any proceeding before the National Labor Relations Board, pursuant to which any labor organization is seeking representation of any Employees. To Seller’s Knowledge, there are no strikes, work stoppages, work slowdowns or lockouts, nor any threats thereof, by or with respect to any of the Employees.
|
(c)
|
With respect to the Business, there exist (i) no material litigation alleging discrimination or involving alleged violations of any fair employment law, wage payment law, occupational safety and health law; and (ii) to Seller’s Knowledge, no material threatened or pending litigation arising out of employment relationships, or other employment-related federal, state or local Legal Requirement.
|
(d)
|
Within the 90 days prior to the date hereof, no Seller has implemented any plant closing or layoff of Employees in violation of the WARN Act or the regulations promulgated thereunder. No Seller has incurred any material liability under the WARN Act with respect to the Business that remains unsatisfied as of the Closing Date or will not otherwise be satisfied by such Seller.
|
(a)
|
Purchaser and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Purchaser and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Business.
|
(b)
|
All real property taxes, personal property taxes and similar
ad valorem
obligations levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the Closing Date (collectively, the “
Apportioned Obligations
”) shall be apportioned between Seller and Purchaser based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period after the Closing Date (any such portion of such taxable period, the “
Post-Closing Tax Period
”). Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. For the avoidance of doubt, Seller shall be liable for all interest and penalties incurred in a Post-Closing Tax Period if such interest and penalties are attributable to Taxes levied with respect to the Purchased Assets in a Pre-Closing Tax Period.
|
(c)
|
All transfer, excise, franchise, property, documentary, sales, use, stamp, registration, recording, value added and other such Taxes and fees (including any penalties and interest) imposed on Purchaser or Seller in connection with this Agreement and the Ancillary Agreements (“
Transfer Taxes
”) shall be apportioned equally between Purchaser and Seller. Purchaser and the Seller will cooperate to timely make all Tax returns, reports, forms and other filings as may be required to comply with the Legal Requirements relating to such Transfer Taxes and the Seller will cooperate with Purchaser in making such filings.
|
(d)
|
Apportioned Obligations shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by Applicable Law. The paying party shall be entitled to reimbursement from the non-paying party in accordance with 7.2(b). Upon payment of any such Apportioned Obligation or Tax, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under 7.2(b) together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than 10 days after the presentation of such statement. Any payment not made within such time shall bear interest at a rate of 6% until paid.
|
(a)
|
Purchaser and Seller agree, for U.S. federal income tax purposes, to treat the Royalty as defined in the Royalty Agreement retained by Seller as a production payment retained on the sale of a mineral property under Section 636(b) of the Code. As a result, the allocation between principal and interest of each payment made under the Royalty Agreement by Purchaser to Seller for U.S. federal income tax purposes shall be determined pursuant to the
|
(b)
|
Neither Purchaser nor Seller shall take any action without the prior written consent of the other that would result in a deemed or actual reissuance (for U.S. federal income tax purposes) of the Royalty, which is treated as a production payment pursuant to Section 636(b) of the Code and the Treasury Regulations thereunder.
|
(a)
|
operate the Business in all material respects in the Ordinary Course of Business;
|
(b)
|
maintain the Purchased Assets in as good working order and condition as at present, ordinary wear and tear excepted;
|
(c)
|
keep in full force and effect all insurance policies currently in place, or other substantially equivalent insurance coverage without being in default or failing to give any notice or present any claim thereunder;
|
(d)
|
not sell, lease, license (as licensor), assign, dispose of or transfer any material tangible or intangible property or contract right, in each case that is a Purchased Asset, other than the sale of coal inventory in the Ordinary Course of Business;
|
(e)
|
not create or permit to be created any Lien (other than a Permitted Lien) on any of the Purchased Assets;
|
(f)
|
not take any action that would have a Material Adverse Effect; and
|
(g)
|
not take any action to do or engage (or commit to do or engage) in any of the foregoing.
|
(a)
|
Upon the terms and subject to the conditions set forth in this Agreement, each of the Seller and the Purchaser agrees to use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing,
|
(b)
|
To the extent not prohibited by Legal Requirements, the Seller and the Purchaser shall use their commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Legal Requirement in connection with the transactions contemplated by this Agreement. Each party shall give the other party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Agency regarding any such filings or any such transaction. Each party shall permit the other party to review and discuss in advance, and shall consider in good faith the views of the other party in connection with, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions, proposals or other materials to be submitted or made to the Governmental Agencies with respect to such filings. In addition, no party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Agency in respect of any such filings, investigation or other inquiry without giving the other party prior notice of such meeting and, if permitted, the opportunity to attend.
|
(c)
|
This
Section 8.4
shall not apply to the Permits, which are governed by
Section 8.6
.
|
(a)
|
Nothing in this Agreement nor the Ancillary Agreements shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract or other right, which by its terms or by Legal Requirements is not assignable without the Consent of a third party or absent consent is cancelable by a third party in the event of an assignment (“
Non-Assignable Assets
”), unless and until such Consent shall have been obtained. Without limiting any obligations set forth in
Section 8.4
and subject to
Section 8.5(d)
, each party shall, and shall cause its Affiliates (including, in the case of Seller, Contura Energy Services, LLC, but only in the case of the Contracts designated on
Schedule 2.1(e)
as “Partial Assignment Contracts”) to, use commercially reasonable efforts in endeavoring to obtain (x) such Consents as promptly as practicable after the date hereof, including the negotiation and execution of any transfer or consent documentation required by the counterparty so long as such documentation does not create any material obligations of any party not otherwise set forth herein and (y) a release of the Seller by the counterparty from any liability constituting an Assumed Liability (“
Seller Release
”). To the extent permitted by applicable Legal Requirements and any applicable Contract, in the event Consents to the assignment thereof cannot be obtained, (i) Seller and Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain, to the extent possible, the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, sub-leasing or contract mining and (ii) Seller and Buyer will continue to use commercially reasonable efforts in endeavoring to obtain such Consents and Seller Releases.
|
(b)
|
Notwithstanding any provision in this Agreement to the contrary, (i) in the event any Consent required for the assignment of any of the Contracts or Leases is not obtained prior to Closing, Seller shall not be in breach or non-fulfillment of any representation, warranty, covenant, obligation or other agreement set forth herein solely as a result thereof, so long as Seller satisfied its obligations herein in attempting to obtain such Consent, and (ii) nothing in this Agreement (other than
Sections 8.5(c)
and
8.5(d)
) shall obligate or require either party or its respective Affiliates to pay any consent or approval fee or other compensation to secure any such approval or consent.
|
(c)
|
In addition, Purchaser shall use its commercially reasonable efforts to, effective as of the Closing, cause itself to be substituted in all respects for Seller and its Affiliates, and for Seller and its Affiliates to be released in respect of all obligations of Seller and any of its Affiliates under each guarantee,
|
(d)
|
Notwithstanding any provision in this Agreement to the contrary in the event any Consent (a “
CSA Consent
”) required for any of the Contracts constituting an agreement for the sale of coal (a “
CSA
”) is not obtained prior to Closing, then (x) Seller and Purchaser will continue to use commercially reasonable efforts in endeavoring to obtain such Consents and Seller Releases and (y) the provisions of this
Section 8.5(d)
shall apply with respect to each such CSA.
|
(e)
|
Notwithstanding any provision in this Agreement to the contrary, (i) title to any Ranch shall not be transferred hereunder until each Reclamation Performance Bond for which such Ranch serves as collateral has been released in accordance with
Section 8.6(c)
, and upon the release of all such Reclamation Performance Bonds with respect to a given Ranch, Seller shall deliver or cause to be delivered to Triple H Real Estate, LLC the Deeds, free
|
(f)
|
This
Section 8.5
shall not apply to the Permits or the Coal Leases, which are governed by
Section 8.6
.
|
(a)
|
Documents; Filings
. After the date hereof, Seller (with Purchaser’s full cooperation) shall use commercially reasonable efforts to prepare and deliver all applications (the “
Permit Transfer Applications
”) necessary to transfer the Permits, other than the Excluded Permits, and the coal leases set forth on
Schedule 8.6(a)
(the “
Coal Leases
”) to Purchaser. Purchaser (with Seller’s full cooperation) shall prepare said Permit Transfer Applications and submit the same to the respective Governmental Agencies’ offices as soon as reasonably practicable following Closing but in any event within three Business Days after the Closing. Seller and Purchaser shall diligently pursue and obtain the approval of all Governmental Agencies to transfer the Permits and the Coal Leases to Purchaser (such period following Closing through the transfer of the Permits and the Coal Leases, other than the Excluded Permits, to Purchaser shall herein be referred to as the “
Transfer Period
”). No more than three Business Days prior to the Closing, Purchaser shall update the Purchaser Ownership and Control File on file with the applicable Governmental Agency to facilitate the timely transfer of the Permits and the Coal Leases to Purchaser. Notwithstanding anything stated herein to the contrary, to the extent that transfers of certain Permits or Coal Leases to Purchaser are required to be approved by the applicable Governmental Agencies under the applicable Legal Requirements, (i) the foregoing provisions shall require the Purchaser to diligently pursue and obtain such approval during the period following execution of this Agreement, (ii) at the Closing, Purchaser will obtain the benefits and assume the obligations under such Permits and Coal Leases pursuant to the Ancillary Agreements, including but not limited to the Permit Operating Agreement and Lease Assignments, (iii) any confirmatory approval by the applicable Governmental Agency not obtained prior to the Closing will be obtained after Closing, and
|
(b)
|
Explosives
. Purchaser shall arrange for a Person possessing the required licenses to take possession from Seller at Closing of the explosives held for use by Seller in operating the Business.
|
(c)
|
Reclamation Performance Bonds and Lease Bonds
.
Schedule 1.1(a)
sets forth a list of the applicable Reclamation Performance Bonds and Lease Bonds of Seller (the “
Seller Bonds
”) and the amount of such Seller Bonds (the “
Bond Amount
”). As promptly as practicable after the date hereof, Purchaser shall use its best efforts to cause substitute reclamation performance bonds and collateral bonds relating to the Permits and bonds relating to the Leases, each in the applicable Bond Amount, to be issued with Purchaser as the principal (the “
Purchaser Bonds
”) to replace in their entirety all Seller Bonds. Seller agrees that, subject to the remaining provisions of this Section 8.6(c), the collateral posted by Seller (the “
Seller Collateral
”) for the Seller Bonds may be shared by Purchaser for the Purchaser Bonds. Upon the posting by Purchaser of collateral to replace the Seller Collateral (the “
Purchaser Collateral
”), the corresponding Seller Collateral shall be released. Purchaser shall use its best efforts to obtain third party financing (the “
Purchaser Refinancing
”) in an amount sufficient to replace the Seller Collateral as promptly as practicable following the Closing, and Purchaser shall be obligated to replace the Seller Collateral posted with respect to any Seller Bond upon the earlier of (i) with respect to all Seller Bonds, receipt of the Purchaser Refinancing and (ii) with respect to each Seller Bond, within two (2) days of notice from any Governmental Agency that the Purchaser Bonds are required to advance the permit transfer process or otherwise effectuate the transfer from Seller to Purchaser of any Permit or Lease in respect of which such Seller Bond was posted, whether such notice is received upon the filing the Permit Transfer Applications or at some later date (the earlier of (i) and (ii) with respect to any Seller Bond, the “
Collateral Replacement Deadline
”). If, as of the Collateral Replacement Deadline with respect to any Seller Bond, any Seller Collateral posted with respect to such Seller Bond remains outstanding, the full amount of such Seller Collateral shall be immediately due and payable to Seller by Purchaser, and such amount shall accrue interest at a rate of 6% per annum, compounding annually (the “
Collateral Replacement Payment
”). In order to secure Purchaser’s obligation to make the Collateral Replacement Payment, Purchaser hereby grants to Seller a security interest in all Purchased Assets that constitute mobile equipment, including without limitation, shovels, vehicles and drills (but excluding any such equipment subject to a lien in favor of Joy Global Surface Mining, Inc.). Purchaser hereby authorizes Seller to file any financing statement or similar record in any filing office Seller deems appropriate, such record to be in such form as Seller
|
(d)
|
Signage
. Within 30 days after the transfer of any Permit to Buyer, Buyer shall replace any applicable signage to reflect that such transfer has occurred (including, for the avoidance of doubt, removing all names or marks of Seller or its Affiliates included on such signage).
|
(a)
|
At or prior to the Closing, the Purchaser may make offers of employment to those Employees as the Purchaser may determine in its sole discretion. Any such offers of employment shall be on such terms and conditions as the Purchaser may determine in its sole discretion. No provision in this
Section 8.10
, whether express or implied, shall (a) create any third-party beneficiary or other rights in any Employee or former employee of the Seller (including any beneficiary or dependent thereof), any other participant in any Employee Plan or any other Person; (b) create any rights to continued employment with the Seller, the Purchaser or any of their Affiliates; or (c) constitute or be deemed to constitute an amendment to any Employee Plan or any other plan, program, policy, agreement or arrangement providing for compensation or benefits sponsored or maintained by the Seller, the Purchaser or any of their respective Affiliates.
|
(b)
|
Notwithstanding
Section 8.10(a)
, Purchaser will (i) offer employment to the Employees set forth on
Schedule 8.10(b)
effective as of the Closing at a level of compensation within 10% of each such Employee’s current compensation and with benefits that are consistent with the benefits currently offered by Purchaser and (ii) maintain the employment of those Employees set forth on
Schedule 8.10(b)
for at least the six months immediately following the Closing with compensation and on other terms and conditions that are comparable to the level of compensation and other terms and conditions applicable to such Employees immediately prior to the Closing. Nothing in this
Section 8.10(b)
shall confer any rights or benefits on any Person, other than the parties to this Agreement. Seller understands and agrees that it is Seller’s sole responsibility to terminate the employment of any of Seller’s employees that Seller does not wish to retain as its employee as of the Closing. Seller acknowledges that it is within Purchaser’s sole discretion to offer employment or not offer employment to any of the Employees, except as otherwise provided in this
Section 8.10(b)
.
|
(c)
|
Seller, or an Affiliate of Seller, shall be obligated to provide continuation health care coverage, to the extent required by and in accordance with Section 4980B of the Code and Sections 601 to 608, inclusive, of ERISA (“
COBRA
”) to Employees and former employees performing services in connection with the Business who left employment or otherwise experienced a COBRA qualifying event on or prior to the Closing Date and who retain a right to a benefit under any of the Employee Plans that are subject to COBRA, and their qualified beneficiaries (as defined in COBRA) and to whom the Seller is, on the Closing Date, either (i) providing such continuation health care coverage, or (ii) under an obligation to provide such continuation health care coverage at the election of the Employee or former employee or the qualified beneficiary. For all Employees who become employees of Purchaser and who elect COBRA continuation health coverage under an Employee Plan, Seller will make such coverage (with regard to medical and dental coverage) available to each such Employee through December 31, 2017 or such later date as may be mutually agreed by Seller and Purchaser at the same cost as for active employees of Seller, so long as such Employee remains employed by Purchaser, and Purchaser shall reimburse Seller for all costs and expenses incurred in providing such coverage within 15 Business Days of receipt of an invoice of such costs and expenses. Purchaser shall have responsibility and shall assume the Liability for any and all obligations under COBRA with respect to all Employees who become employees of Purchaser and their qualified beneficiaries, who, in any such case become covered under a group health plan of Purchaser and who incur a COBRA qualifying event after the Closing Date.
|
(d)
|
Purchaser shall be solely responsible for, and agrees to hold harmless the Sellers from and against, any liability arising under the WARN Act with respect
|
(e)
|
Seller shall be solely responsible for, and agrees to hold harmless the Purchaser from and against, any liability arising under the WARN Act with respect to any Employee, whether or not such Employee becomes an employee of Purchaser, who is found to have suffered an “employment loss” under the WARN Act as a result of being terminated by Seller on or before the Closing Date.
|
(a)
|
no Legal Requirement or Order of any kind shall have been enacted, entered, promulgated or enforced by any Governmental Agency that would prohibit the consummation of the transactions contemplated by this Agreement or have the effect of making them illegal and no Proceeding brought by any Governmental Agency seeking to impose such an Order is pending.
|
(a)
|
the Seller shall have delivered, or caused to be delivered, all of the items required by
Section 4.2
;
|
(b)
|
all representations and warranties of the Seller set forth in
Article V
of this Agreement, without regard to any qualification or limitation with respect to materiality, shall be true and correct as of the Closing Date as if made on and as of such date (except for representations and warranties that are made as of a specific date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct has not had a Material Adverse Effect. The Seller shall have performed or complied in all material respects with all covenants and agreements contemplated by this Agreement to be performed by the Seller at or prior to the Closing Date. With respect to the Closing, the Purchaser will have received a certificate attesting to the matters set forth in this
Section 9.2(b)
, duly executed by the Seller;
|
(c)
|
there shall not have occurred any Material Adverse Effect since the date of this Agreement; and
|
(d)
|
Purchaser shall have received evidence reasonably acceptable to the Purchaser that the Seller and its Affiliates are not “Permit blocked” and shall not have received notice from any federal, state or local Governmental Agency that any such party is ineligible to receive any Mining Permits (or under investigation regarding the same).
|
(a)
|
the Purchaser shall have delivered, or caused to be delivered, all of the items required by
Section 4.3
;
|
(b)
|
all representations and warranties of the Purchaser set forth in
Article V
of this Agreement or in any document delivered pursuant hereto, without regard to any qualification or limitation with respect to materiality, shall be true and correct as of the Closing Date as if made on and as of such date (except for representations and warranties that are made as of a specific date, which shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct has not had a Purchaser Material Adverse Effect. The Purchaser shall have performed or complied in all material respects with all covenants and agreements contemplated by this Agreement to be performed by the Purchaser at or prior to the Closing Date. With respect to the Closing, the Seller will have received a certificate attesting to the matters set forth in this
Section 9.3(b)
, duly executed by the Purchaser; and
|
(c)
|
Seller shall have received evidence reasonably acceptable to the Seller that the Purchaser and its Affiliates are not “Permit blocked” and shall not have received notice from any federal, state or local Governmental Agency that any such party is ineligible to receive any Mining Permits (or under investigation regarding the same).
|
(a)
|
by either Seller or Purchaser if the Closing shall have not occurred by December 31, 2017 (the “
Termination Date
”),
provided, however
, that the right to terminate this Agreement under this
Section 10.1(a)
shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;
|
(b)
|
by the mutual written consent of the Purchaser and the Seller;
|
(c)
|
by the Purchaser or the Seller, if a Governmental Agency of competent jurisdiction has issued a final, non-appealable Order, or adopted any Legal Requirement, in each case permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; or
|
(d)
|
by the Purchaser or the Seller, as the case may be, if the other party has materially breached or failed to perform any of its (i) representations or warranties contained herein (unless the aggregate failure of such representations or warranties does not have a Material Adverse Effect or a Purchaser Material Adverse Effect, as applicable), or (ii) covenants or agreements contained herein, which breach or failure to perform in the case of either of the foregoing clauses (i) or (ii) has not been cured by the Termination Date.
|
(a)
|
All covenants and agreements contained in this Agreement will survive the Closing Date in accordance with their respective terms;
provided
that the covenants and agreements contained in
Section 8.1
will survive the Closing Date until the 24-month anniversary of the Closing Date.
|
(b)
|
The representations and warranties contained in this Agreement will survive the Closing Date until the 24-month anniversary of the Closing Date, at which point such representations and warranties and any claim for indemnification by the Purchaser or the Seller, as applicable, on account thereof will expire and terminate, except for pending claims identified in writing on or before
|
(a)
|
After Closing, each entity comprising the Seller hereby agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates, and their respective directors, officers, managers, employees, Affiliates, agents, advisors, representatives, successors and assigns (each, a “
Purchaser Indemnified Party
”), severally and not jointly, from and against, and pay and reimburse the Purchaser Indemnified Parties for, any and all losses, Liabilities, claims, obligations, deficiencies, demands, judgments, damages, interest, fines, penalties, claims, suits, actions, causes of action, assessments, awards, settlements, Taxes, costs, disbursements and expenses (including reasonable costs of investigation and reasonable defense and attorneys’ and other professionals’ fees), whether or not involving a Third Party Claim (individually, a “
Loss
” and, collectively, “
Losses
”):
|
(i)
|
based upon, attributable to or resulting from the failure of any of the representations or warranties made by such entity in this Agreement (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement to be true and correct in all respects at and as of the Closing Date;
|
(ii)
|
based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of such entity under this Agreement or under any Ancillary Agreement; and
|
(iii)
|
(A) relating to the Retained Assets or (B) constituting or related to any Retained Liabilities that are Retained Assets or Retained Liabilities of such entity.
|
(b)
|
After Closing, the Purchaser hereby agrees to indemnify, defend and hold harmless the Seller and its Affiliates, and their respective directors, officers, managers, employees, Affiliates, agents, advisors, representatives, successors and assigns (each, a “
Seller Indemnified Party
”) from and against, and pay and reimburse the applicable Seller Indemnified Parties for, the amount of any Losses:
|
(i)
|
based upon, attributable to or resulting from the failure of any representation or warranty made by the Purchaser in this Agreement (including any Schedule or Exhibit attached hereto) or under any Ancillary Agreement to be true and correct in all respects at and as of the Closing Date;
|
(ii)
|
based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Purchaser under this Agreement or any Ancillary Agreement; and
|
(iii)
|
(A) related to the Business (other than any Retained Assets) or any of the Purchased Assets to the extent arising after the Closing Date or (B) constituting or related to any Assumed Liabilities.
|
(c)
|
The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under
Section 12.1(a)(i)
or
(b)(i)
, as the case may be, until the aggregate amount of all Losses in respect of indemnification under
Section 12.1(a)(i)
or
(b)(i)
exceeds $400,000 (the “
Threshold
”), in which event the Indemnifying Party shall be required to pay or be liable for Losses in excess of the Threshold. The aggregate amount of all Losses for which an Indemnifying Party shall be liable to the Indemnified Party for indemnification under
Section 12.1(a)(i)
or
(b)(i)
, as the case may be, shall not exceed $10,000,000 (the "
Cap
"). For the avoidance of doubt, for purposes of this paragraph, the Threshold and the Cap shall be measured separately for each of Purchaser, on the one hand, and Seller, collectively, on the other hand. Notwithstanding anything to the contrary in this Agreement, the limitations set forth in this
Section 12.1(c)
shall not apply to any Losses based upon (i) actual fraud or willful misconduct in the making of any representation or warranty in this Agreement or (ii) a breach of any Fundamental Representations.
|
(d)
|
Payments by an Indemnifying Party pursuant to this
Section
12.1
in respect of any Loss shall be limited to the amount of any Liability or damage that remains after deducting therefrom any (i) insurance proceeds actually received (less expenses, including reasonable attorneys’ fees, attributable to such receipt) by the Indemnified Party, if any, in respect of insurance policies maintained by the Indemnified Party and (ii) Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such damages. The Indemnified Party shall use its commercially
|
(e)
|
Notwithstanding any other provision of this Agreement, in no event shall Seller or Purchaser be liable for punitive, exemplary, diminution of value, lost profits, special or consequential damages of any kind or nature, regardless of the form of action through which such damages are sought, unless such damages are asserted or recovered by a third party in a Third Party Claim.
|
If to Purchaser:
|
|
|
|
|
Blackjewel L.L.C.
|
|
|
1051 Main Street
|
|
|
Milton, WV 25541
|
|
|
Attn: Jeffery A. Hoops, President & CEO
|
|
|
|
|
|
with a copy (which shall not constitute notice) to:
|
|
|
Dinsmore & Shohl LLP
|
|
|
611 Third Avenue
|
|
|
Huntington, West Virginia 25701
|
|
|
Attn: M. Edward Cunningham, II, Esq.
|
|
|
|
If to Seller:
|
|
|
|
|
Contura Coal West, LLC
|
|
|
Contura Wyoming Land, LLC
|
|
|
Contura Coal Sales, LLC
|
|
|
c/o Contura Energy Services, LLC
|
|
|
Attn: Mark M. Manno, General Counsel
|
|
|
P.O. Box 848, Bristol, TN 37621-0848 (U.S. mail)
|
|
|
340 Martin Luther King Jr. Blvd., Bristol, TN 37620 (physical address)
|
|
|
|
|
|
with a copy to:
|
|
|
Contura Energy Services, LLC
|
|
|
Attn: Mark M. Manno, General Counsel
|
|
|
P.O. Box 848, Bristol, TN 37621-0848 (U.S. mail)
|
|
|
340 Martin Luther King Jr. Blvd., Bristol, TN 37620 (physical address)
|
PURCHASER:
|
BLACKJEWEL L.L.C.
|
||
|
|
|
|
|
By:
|
/s/ Jeffery A. Hoops
|
|
|
Name:
|
Jeffery A. Hoops
|
|
|
Title:
|
President and CEO
|
|
|
|
|
|
SELLER:
|
CONTURA COAL WEST, LLC
|
||
|
|
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
|
|
CONTURA WYOMING LAND, LLC
|
||
|
|
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
|
|
CONTURA COAL SALES, LLC
|
||
|
|
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
|
Title:
|
Vice President and Treasurer
|
|
|
|
|
|
SOLELY FOR PURPOSES
OF SECTION
12.6
:
|
CONTURA ENERGY, INC.
|
||
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
||
|
|
|
|
SOLELY FOR PURPOSES
OF SECTION
8.5(a)
AND
SECTION
8.8
|
CONTURA ENERGY SERVICES, LLC
|
||
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
If to the Transferee:
|
Blackjewel L.L.C.
1051 Main Street
Milton, West Virginia 25541
Attn: Jeffery A. Hoops
|
|
|
with a copy (which will not constitute notice) to:
|
Dinsmore & Shohl LLP
611 Third Avenue
Huntington, West Virginia 25701
Attn: M. Edward Cunningham, II, Esq.
|
|
|
If to the Transferor:
|
Contura Coal West, LLC
c/o Contura Energy Services, LLC
Attn: Scott Kreutzer, SVP - Land &
Environmental Affairs
P.O. Box 848
Bristol, TN 37621-0848 (U.S. mail)
340 Martin Luther King Jr. Blvd.
Bristol, TN 37620 (physical address)
|
|
|
with a copy (which will not constitute notice) to:
|
Contura Energy Services, LLC
Attn: Mark M. Manno, General Counsel
P.O. Box 848
Bristol, TN 37621-0848 (U.S. mail)
340 Martin Luther King Jr. Blvd.
Bristol, TN 37620 (physical address)
|
|
6
|
|
|
7
|
|
|
8
|
|
TRANSFEROR:
|
||
|
||
CONTURA COAL WEST, LLC
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
|
TRANFEREE:
|
||
|
||
BLACKJEWEL L.L.C.
|
||
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
> $10.40
|
0.6%
|
> $10.50
|
1.0%
|
STATE OF
|
|
)
|
COUNTY OF
|
|
)
|
|
|
Notary Public
|
|
My Commission Expires:
|
|
STATE OF
|
|
)
|
COUNTY OF
|
|
)
|
|
|
Notary Public
|
|
My Commission Expires:
|
|
|
|
Notary Public
|
|
My Commission Expires:
|
|
Current Lessor/ Sublessor/
Other
|
Current Lessee/ Sublessee/
Other
|
Execution Date
|
Location (County, State)
|
Lease Book/
Page or Instrument #
|
Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE 1
|
||
Definitions
|
||
Section 1.01. Definitions
|
3
|
|
Section 1.02. Other Definitional and Interpretative Provisions
|
19
|
|
Section 1.03. CoreCo and NonCoreCo
|
20
|
|
ARTICLE 2
|
||
Purchase and Sale
|
||
Section 2.01. Purchase and Sale
|
20
|
|
Section 2.02. Excluded Assets
|
25
|
|
Section 2.03. Assumed Liabilities
|
26
|
|
Section 2.04. Excluded Liabilities
|
28
|
|
Section 2.05. Assignment of Assumed Contracts and Rights; Cure Amounts
|
30
|
|
Section 2.06. Purchase Price; Allocation of Purchase Price
|
33
|
|
Section 2.07. Coal Inventory
|
34
|
|
Section 2.08. Closing
|
35
|
|
Section 2.09. Delivery of Purchased Assets and Procedure at Closing
|
35
|
|
Section 2.10. Buyer’s Deliveries at Closing
|
37
|
|
Section 2.11. Purchase Price Adjustment
|
38
|
|
Section 2.12. Withholding
|
40
|
|
Section 2.13. Simultaneous Transactions
|
40
|
|
Section 2.14. Supplemental Assignments
|
40
|
|
Section 2.15. Designated Buyers
|
40
|
|
ARTICLE 3
|
||
Representations and Warranties of the Sellers and ReorgCo
|
||
Section 3.01. Corporate Existence and Power
|
42
|
|
Section 3.02. Corporate Authorization
|
42
|
|
Section 3.03. Governmental Authorization
|
42
|
|
Section 3.04. Noncontravention
|
42
|
|
Section 3.05. Owned Real Property
|
43
|
|
Section 3.06. Leases and Leased Real Property
|
44
|
|
Section 3.07. Licenses and Permits
|
46
|
|
Section 3.08. Environmental
|
47
|
|
Section 3.09. Title to the Purchased Assets
|
48
|
|
Section 3.10. Contracts
|
49
|
|
Section 3.11. Financial Statements
|
51
|
|
Section 3.12. Ordinary Course of Business
|
52
|
|
Section 3.13. Buildings and Improvements
|
52
|
|
Section 3.14. Equipment and Fixed Assets
|
52
|
|
Section 3.15. Insurance
|
53
|
|
Section 3.16. Litigation, Investigations and Claims
|
53
|
|
Section 3.17. Laws and Regulations
|
54
|
|
Section 3.18. Tax Matters
|
54
|
|
Section 3.19. Intellectual Property
|
55
|
|
Section 3.20. Finders’ Fees
|
56
|
|
Section 3.21. FCPA Matters
|
56
|
|
Section 3.22. ReorgCo
|
56
|
|
ARTICLE 4
|
||
Representations and Warranties of Buyer
|
||
Section 4.01. Corporate Existence and Power
|
56
|
|
Section 4.02. Corporate Authorization
|
56
|
|
Section 4.03. Governmental Authorization
|
57
|
|
Section 4.04. Noncontravention
|
57
|
|
Section 4.05. Adequate Assurances Regarding Assumed Contracts
|
57
|
|
Section 4.06. Litigation
|
58
|
|
Section 4.07. Finders’ Fees
|
58
|
|
Section 4.08. Assurances Regarding Permits
|
58
|
|
Section 4.09. Buyer Securities
|
58
|
|
Section 4.10. Inspections; No Other Representations
|
59
|
|
ARTICLE 5
|
||
Covenants of the Sellers and NonCoreCo
|
||
Section 5.01. Conduct of the Purchased Business
|
59
|
|
Section 5.02. No Changes in Business
|
60
|
|
Section 5.03. Access to Information
|
62
|
|
Section 5.04. Names; Retained Seller IP
|
63
|
|
Section 5.05. Records of Purchased Business
|
64
|
|
Section 5.06. Segregation and Removal of Excluded Assets
|
65
|
|
Section 5.07. Release; Acknowledgements
|
65
|
|
Section 5.08. Confirmation Order
|
66
|
|
Section 5.09. Additional Bankruptcy Matters
|
66
|
|
Section 5.10. Payment of Cure Costs
|
67
|
|
Section 5.11. Cooperation if Buyer is to be a Public Company
|
67
|
|
Section 5.12. Insurance
|
67
|
|
Section 5.13. Restructuring Steps
|
67
|
|
ARTICLE 6
|
||
Covenants of Buyer and CoreCo
|
||
Section 6.01. Access
|
69
|
|
Section 6.02. Bankruptcy Actions
|
69
|
|
Section 6.03. Avoidance Actions
|
69
|
|
Section 6.04. Buyer Common Stock Redemption
|
70
|
|
ARTICLE 7
|
||
Covenants of Buyer, the Sellers, CoreCo and NonCoreCo
|
||
Section 7.01. Further Assurance
|
70
|
|
Section 7.02. Certain Filings
|
71
|
|
Section 7.03. Transferred Permit/License and Surety Bond Matters
|
72
|
|
Section 7.04. Public Announcements
|
75
|
|
Section 7.05. WARN Act
|
75
|
|
Section 7.06. Notification of Certain Events
|
76
|
|
Section 7.07. Bankruptcy Court Approval
|
76
|
|
Section 7.08. Confidentiality
|
76
|
|
Section 7.09. Certain Payments or Instruments Received from Third Parties
|
77
|
|
Section 7.10. Consents and Approvals
|
78
|
|
Section 7.11. Transaction Documents
|
78
|
|
Section 7.12. Nicholas Complex
|
78
|
|
Section 7.13. Cooperation Regarding Licenses and Worker’s Compensation
|
82
|
|
ARTICLE 8
|
||
Tax Matters
|
||
Section 8.01. Tax Cooperation; Responsibility for Taxes; FIRPTA
|
83
|
|
ARTICLE 9
|
||
Employee Matters
|
||
Section 9.01. Representations and Warranties
|
84
|
|
Section 9.02. Covenants
|
85
|
|
Section 9.03. No Third Party Beneficiaries
|
88
|
|
ARTICLE 10
|
||
Conditions to Closing
|
||
Section 10.01. Conditions to Obligations of Buyer and the Sellers
|
88
|
|
Section 10.02. Conditions to Obligation of Buyer
|
89
|
|
Section 10.03. Conditions to Obligation of the Sellers
|
92
|
|
Section 10.04. Frustration of Closing Conditions
|
93
|
|
ARTICLE 11
|
||
Termination
|
||
Section 11.01. Grounds for Termination
|
93
|
|
Section 11.02. Effect of Termination
|
95
|
|
ARTICLE 12
|
||
Miscellaneous
|
||
Section 12.01. Notices
|
95
|
|
Section 12.02. Survival
|
97
|
|
Section 12.03. Amendments and Waivers
|
97
|
|
Section 12.04. Expenses
|
97
|
|
Section 12.05. Successors and Assigns
|
97
|
|
Section 12.06. Governing Law
|
98
|
|
Section 12.07. Jurisdiction
|
98
|
|
Section 12.08. WAIVER OF JURY TRIAL
|
99
|
|
Section 12.09. Counterparts; Effectiveness; Third Party Beneficiaries
|
99
|
|
Section 12.10. Entire Agreement
|
99
|
|
Section 12.11. Bulk Sales Laws
|
99
|
|
Section 12.12. Severability
|
99
|
|
Section 12.13. Disclosure Schedules
|
99
|
|
Section 12.14. Specific Performance
|
100
|
|
Section 12.15. Sellers’ Representative
|
100
|
|
Section 12.16. Non-Recourse
|
101
|
|
SCHEDULES
|
|
|
|
Schedule 1.01(a)(i)
|
Knowledge of Buyer
|
Schedule 1.01(a)(ii)
|
Knowledge of Sellers
|
Schedule 1.01(c)
|
Permitted Encumbrances
|
Schedule 1.01(d)
|
Scheduled Bonding
|
Schedule 2.01(g)
|
Assumed Contracts
|
Schedule 2.01(m)
|
Purchased Intellectual Property
|
Schedule 2.01(n)
|
Avoidance Actions
|
Schedule 2.01(r)
|
Other Purchased Assets
|
Schedule 2.02(k)
|
Specifically Excluded Assets
|
Schedule 2.02(l)
|
Excluded Leases
|
Schedule 2.03(g)
|
Assumed Liabilities Under Specified Consent Decrees
|
Schedule 3.04
|
Sellers Noncontravention
|
Schedule 3.05(a)
|
Owned Real Property
|
Schedule 3.05(d)
|
Owned Real Property Notices
|
Schedule 3.05(f)
|
Owned Real Property Proceedings
|
Schedule 3.05(h)
|
Owned Real Property Rights of First Refusal
|
Schedule 3.06(a)(i)
|
Leases and Leased Real Property
|
Schedule 3.06(a)(ii)
|
Lease Applications
|
Schedule 3.06(a)(iii)
|
Prepaid Royalties and Un-recouped Minimum Royalties
|
Schedule 3.06(c)
|
Leased Real Property Notices
|
Schedule 3.07(a)
|
Transferred Permits/Licenses
|
Schedule 3.07(c)
|
Overlapping Transferred Permits/Licenses
|
Schedule 3.07(d)
|
Other Bonds and Sources of Collateral
|
Schedule 3.08(a)
|
Environmental Matters
|
Schedule 3.08(c)
|
Additional Environmental Matters
|
Schedule 3.08(d)
|
Consent Decrees
|
Schedule 3.09(d)
|
Alpha Natural Resources Equity and Indebtedness
|
Schedule 3.10
|
Material Contracts
|
Schedule 3.11(a)
|
Certain Financial Information
|
Schedule 3.11(b)
|
Working Capital Target
|
Schedule 3.12
|
Ordinary Course of Business
|
Schedule 3.13
|
Buildings and Improvements
|
Schedule 3.15
|
Insurance Policies
|
Schedule 3.16(a)
|
Litigation
|
Schedule 3.16(b)
|
Actions
|
Schedule 3.17
|
Laws and Regulations
|
Schedule 3.18(b)
|
Tax Claims
|
Schedule 4.03
|
Government Authorizations
|
Schedule 4.04
|
Buyer Noncontravention
|
Schedule 5.02
|
No Changes to Business
|
Schedule 7.13
|
Material Licenses
|
Schedule 9.01
|
Employee Matters
|
Schedule 9.01(a)
|
Business Employees
|
Schedule 9.01(b)
|
Certain Labor Matters
|
Schedule 9.01(c)
|
Certain Employment Matters
|
Schedule 9.01(d)
|
Warn Act Violations
|
Schedule 9.01(f)
|
Alpha Natural Resources Plans
|
Schedule 10.02(g)
|
Certain Contracts
|
|
|
EXHIBITS
|
|
|
|
Exhibit A
|
Alpha Coal West Complex
|
Exhibit B
|
Cumberland Complex
|
Exhibit C
|
Emerald Complex
|
Exhibit D
|
Freeport Reserves
|
Exhibit E
|
McClure Complex
|
Exhibit F
|
Nicholas Complex
|
Exhibit G
|
PLR Complex
|
Exhibit H
|
Sewickley Reserves
|
Exhibit I
|
Toms Creek Complex
|
Exhibit J
|
Working Capital Principles
|
Exhibit K
|
Form of Buyer Warrant
|
Exhibit L
|
Form of Buyer Takeback Paper
|
Exhibit M
|
Form of GUC Distribution Note
|
|
|
|
|
Schedule A
|
Subsidiaries
|
Schedule B
|
Restructuring Steps
|
Term
|
Section
|
Accounts Receivable
|
2.01(e)
|
Agreement
|
Preamble
|
Alpha Natural Resources
|
Preamble
|
ANR Subsidiaries
|
Preamble
|
Arbitrator
|
2.11(c)
|
Assumed Leases
|
2.01(b)(i)
|
Assumed Liabilities
|
2.03
|
Assumed Contracts
|
2.01(g)
|
Bankruptcy Court
|
Recitals
|
Business Employees
|
9.01(a)
|
Business Records
|
5.05
|
Term
|
Section
|
Buyer
|
Preamble
|
Buyer Common Stock
|
2.06(i)
|
Buyer Common Stock Redemption
|
!
6.04
|
Buyer 401(k) Plan
|
9.02(g)
|
Buyer Plans
|
9.02(c)(i)
|
Buyer Preferred Stock
|
4.09
|
Buyer Purchase Price Common Stock
|
2.06(i)
|
Buyer Securities
|
2.06(iv)
|
Buyer Takeback Paper
|
2.06(iii)
|
Buyer Warrants
|
2.06(ii)
|
CBAs
|
10.02(i)
|
Closing
|
2.08
|
CM
|
7.12(a)(ii)
|
Closing Date Coal Inventory Volume
|
2.07(b)
|
Credit Release
|
Recitals
|
Consent Decrees
|
3.08(d)
|
CoreCo
|
1.03(a)
|
Cure Costs
|
2.05(a)
|
Delaware Courts
|
12.07
|
Designated Buyer
|
2.15
|
Dispute Notice
|
2.11(b)
|
e-mail
|
12.01
|
Effective Date
|
Preamble
|
End Date
|
11.01(b)
|
Equipment and Fixed Assets
|
2.01(c)
|
Excluded Assets
|
2.02
|
Excluded Contracts
|
2.02(m)(ii)
|
Excluded Leases
|
2.02(l)
|
Excluded Liabilities
|
2.04
|
Excluded Nicholas Complex Owned Property
|
7.12(a)
|
Excluded Off-Site Environmental Liabilities
|
2.04(s)
|
Excluded Pre-Closing Fines
|
2.03(b)(iv)
|
FCPA
|
3.21
|
Final Working Capital Adjustment
|
2.11(c)
|
Financial Statements
|
3.11
|
GUC Distribution Note
|
2.06(iv)
|
Included Cash
|
2.01(d)
|
Insurance Policies
|
3.15
|
Interim Period
|
7.03(a)(v)
|
Inventory Inspector
|
2.07(a)
|
Licenses
|
3.07(a)
|
Term
|
Section
|
Litigation
|
3.16(a)
|
Liquidity Condition
|
10.02(f)
|
Material Contract
|
3.10(a)
|
Minimum Coal Inventory Condition
|
10.02(e)
|
Mining Rights
|
7.12(a)(ii)(B)
|
Nicholas Complex Coal Sublease
|
7.12(a)
|
Nicholas Complex Deeds
|
7.12(a)
|
NonCoreCo
|
1.03(b)
|
Non-Party Affiliates
|
12.16
|
Offered Employees
|
9.02(a)
|
Off-Site Coal Inventory
|
2.07(b)
|
Overlapping Permit Property
|
7.03(f)
|
Overlapping Transferred Permits/Licenses
|
7.03(f)
|
Party
|
Preamble
|
Permits
|
3.07(a)
|
Petition Date
|
Recitals
|
Post-Closing Restructuring Steps
|
Recitals
|
Pre-Closing Restructuring Steps
|
Recitals
|
Proposed Final Closing Statement
|
2.11(a)
|
Purchase Price
|
2.06
|
Purchased Assets
|
2.01
|
Purchased Intellectual Property
|
2.01(m)
|
Purchased Leased Real Property
|
2.01(b)(ii)
|
Reference Date
|
3.12
|
Removed Asset
|
2.05(c)
|
ReorgCo
|
Preamble
|
ReorgCo Parent
|
Recitals
|
ReorgCo Transfers
|
Recital
|
Retained Seller IP
|
5.04(b)
|
Restructuring Steps
|
Recitals
|
Section 1113(c) Motion
|
10.02(i)
|
Sellers
|
Preamble
|
Seller Name
|
5.04(a)
|
Sellers’ Representative
|
Preamble
|
Specifically Excluded Assets
|
2.02(k)
|
Specified Assets
|
5.13(c)
|
Subsidiary Transfers
|
Recitals
|
Transfer Taxes
|
8.01(b)
|
Transferred Employees
|
9.02(a)
|
Transferred Permits/Licenses
|
2.01(i)
|
UMWA
|
2.03(d)
|
Term
|
Section
|
WARN Act
|
7.05
|
|
|
CONTURA ENERGY, INC.
|
||
By:
|
/s/ John S. DeGroote
|
|
|
Name:
|
John S. DeGroote
|
|
Title:
|
President & Secretary
|
ALPHA NATURAL RESOURCES, INC.,
in its capacity as a Seller and Sellers’ Representative
|
||
By:
|
/s/ Andrew Eidson
|
|
|
Name:
|
Andrew Eidson
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
ANR, INC.
|
||
By:
|
/s/ David J. Stetson
|
|
|
Name:
|
David J. Stetson
|
|
Title:
|
President & Chief Executive Officer
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
New York
Northern California Washington DC São Paulo London |
Paris
Madrid Tokyo Beijing Hong Kong |
|
|||
|
|||
Davis Polk & Wardwell
LLP
450 Lexington Avenue New York, NY 10017212 |
212 450 4000 tel
212 701 5800 fax |
Re:
|
Registration Statement on Form S-4
|
Very truly yours,
|
|
/s/ Davis Polk & Wardwell LLP
|
|
New York
Northern California Washington DC São Paulo London |
Paris
Madrid Tokyo Beijing Hong Kong |
|
|
|||
|
|
||
Davis Polk & Wardwell
LLP
450 Lexington Avenue
New York, NY 10017 |
212 450 4471 tel
212 701 5471 fax
|
|
|
PRIVILEGED & CONFIDENTIAL
|
Section
|
|
Page
|
Article I. DEFINITIONS AND ACCOUNTING TERMS
|
1
|
|
1.01
|
Defined Terms
|
1
|
1.02
|
Other Interpretive Provisions
|
41
|
1.03
|
Accounting Terms
|
41
|
1.04
|
Times of Day
|
42
|
1.05
|
Negative Covenant Compliance
|
42
|
|
|
|
Article II. THE COMMITMENTS AND BORROWINGS
|
43
|
|
2.01
|
The Loans
|
43
|
2.02
|
Borrowings, Conversions and Continuations of the Loans
|
43
|
2.03
|
Prepayments
|
44
|
2.04
|
Repayment of Loans
|
48
|
2.05
|
Interest
|
48
|
2.06
|
Fees
|
49
|
2.07
|
Computation of Interest and Fees
|
49
|
2.08
|
Evidence of Debt
|
49
|
2.09
|
Payments Generally; Administrative Agent’s Clawback
|
49
|
2.10
|
Pro Rata; Sharing of Payments by Lenders
|
51
|
2.11
|
Incremental Debt
|
52
|
2.12
|
Refinancing Debt
|
54
|
2.13
|
Defaulting Lenders
|
56
|
|
|
|
Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
|
57
|
|
3.01
|
Taxes
|
57
|
3.02
|
Illegality
|
60
|
3.03
|
Inability to Determine Rates
|
61
|
3.04
|
Increased Costs; Reserves on Eurocurrency Rate Loans
|
61
|
3.05
|
Compensation for Losses
|
63
|
3.06
|
Mitigation Obligations; Replacement of Lenders
|
64
|
3.07
|
Survival
|
64
|
|
|
|
Article IV. CONDITIONS PRECEDENT
|
64
|
|
4.01
|
Closing Date
|
64
|
4.02
|
Conditions to all Borrowings (Including on the Closing Date)
|
67
|
|
|
|
Article V. REPRESENTATIONS AND WARRANTIES
|
68
|
|
5.01
|
Existence, Qualification and Power
|
68
|
5.02
|
Authorization; No Contravention
|
68
|
5.03
|
Governmental Authorization
|
68
|
5.04
|
Binding Effect
|
69
|
5.05
|
Financial Statements; No Material Adverse Effect
|
69
|
5.06
|
Litigation
|
69
|
5.07
|
No Default
|
70
|
5.08
|
Ownership and Identification of Property
|
70
|
5.09
|
Environmental Compliance
|
70
|
5.10
|
Insurance
|
71
|
5.11
|
Taxes
|
71
|
5.12
|
ERISA Compliance
|
72
|
5.13
|
Subsidiaries
|
72
|
5.14
|
Margin Regulations; Investment Company Act
|
72
|
5.15
|
Disclosure
|
72
|
5.16
|
Compliance with Laws
|
73
|
5.17
|
Anti-Corruption; Sanctions; Terrorism Laws
|
73
|
5.18
|
Intellectual Property; Licenses, Etc.
|
73
|
5.19
|
Security Documents
|
74
|
5.20
|
Mines
|
74
|
5.21
|
Solvency
|
74
|
5.22
|
Labor Relations
|
74
|
5.23
|
Agreements
|
75
|
5.24
|
Senior Debt
|
75
|
|
|
|
Article VI. AFFIRMATIVE COVENANTS
|
75
|
|
6.01
|
Financial Statements
|
75
|
6.02
|
Certificates; Other Information
|
76
|
6.03
|
Notices
|
77
|
6.04
|
Payment of Obligations
|
78
|
6.05
|
Preservation of Existence
|
78
|
6.06
|
Maintenance of Properties
|
78
|
6.07
|
Maintenance of Insurance
|
79
|
6.08
|
Compliance with Laws
|
79
|
6.09
|
Books and Records
|
79
|
6.10
|
Inspection Rights
|
79
|
6.11
|
Use of Proceeds
|
80
|
6.12
|
Additional Guarantors
|
80
|
6.13
|
Unrestricted Subsidiaries
|
80
|
6.14
|
Preparation of Environmental Reports
|
81
|
6.15
|
Certain Long Term Liabilities and Environmental Reserves
|
81
|
6.16
|
Covenant to Give Security
|
81
|
6.17
|
Maintenance of Ratings
|
83
|
6.18
|
Information Regarding Collateral
|
83
|
6.19
|
Senior Debt
|
83
|
6.20
|
Post-Closing Covenants
|
83
|
|
|
|
Article VII. NEGATIVE COVENANTS
|
83
|
|
7.01
|
Liens
|
84
|
7.02
|
Investments
|
86
|
7.03
|
Indebtedness
|
89
|
7.04
|
Fundamental Changes
|
91
|
7.05
|
Dispositions
|
92
|
7.06
|
Restricted Payments
|
94
|
7.07
|
Accounting Changes; Change in Nature of Business; Foreign Operations
|
96
|
7.08
|
Transactions with Affiliates
|
96
|
7.09
|
Use of Proceeds
|
97
|
7.10
|
Burdensome Agreements
|
97
|
7.11
|
Fiscal Year
|
98
|
7.12
|
Sale and Lease-Backs
|
98
|
7.13
|
Amendments or Waivers to Certain Agreements
|
99
|
7.14
|
No Further Negative Pledge
|
99
|
7.15
|
Anti-Corruption; Sanctions; Terrorism Laws
|
99
|
|
|
|
Article VIII. EVENTS OF DEFAULT AND REMEDIES
|
100
|
|
8.01
|
Events of Default
|
100
|
8.02
|
Remedies Upon Event of Default
|
102
|
8.03
|
Exclusion of Immaterial Subsidiaries
|
102
|
8.04
|
Application of Funds
|
102
|
|
|
|
Article IX. ADMINISTRATIVE AGENT AND OTHER AGENTS
|
103
|
|
9.01
|
Appointment and Authority
|
103
|
9.02
|
Rights as a Lender
|
103
|
9.03
|
Exculpatory Provisions
|
104
|
9.04
|
Reliance by Administrative Agent and the Collateral Agent
|
105
|
9.05
|
Delegation of Duties
|
106
|
9.06
|
Resignation of Administrative Agent or Collateral Agent
|
106
|
9.07
|
Non-Reliance on Administrative Agent, Collateral Agent and Other Lenders
|
107
|
9.08
|
No Other Duties, Etc.
|
108
|
9.09
|
Administrative Agent May File Proofs of Claim
|
108
|
9.10
|
Guaranty and Collateral Matters
|
109
|
9.11
|
Withholding Tax
|
109
|
9.12
|
Intercreditor Agreements, Collateral Matters and Specified Amendments
|
110
|
|
|
|
Article X. MISCELLANEOUS
|
111
|
|
10.01
|
Amendments, Etc.
|
111
|
10.02
|
Notices; Effectiveness; Electronic Communication
|
113
|
10.03
|
No Waiver; Cumulative Remedies
|
116
|
10.04
|
Expenses; Indemnity; Damage Waiver
|
116
|
10.05
|
Marshalling; Payments Set Aside
|
119
|
10.06
|
Successors and Assigns
|
119
|
10.07
|
Treatment of Certain Information; Confidentiality
|
123
|
10.08
|
Right of Setoff
|
124
|
10.09
|
Usury Savings Clause
|
125
|
10.10
|
Counterparts; Integration; Effectiveness
|
125
|
10.11
|
Survival of Representations, Warranties
|
126
|
10.12
|
Severability
|
126
|
10.13
|
Replacement of Lenders
|
126
|
10.14
|
Governing Law; Jurisdiction; Etc.
|
127
|
10.15
|
Waiver of Jury Trial
|
128
|
10.16
|
USA PATRIOT Act Notice
|
129
|
10.17
|
Time of the Essence
|
129
|
10.18
|
No Advisory or Fiduciary Responsibility
|
129
|
10.19
|
Release of Liens and Release from Guaranty
|
130
|
10.20
|
Independence of Covenants
|
131
|
10.21
|
Independent Nature of Lenders’ Rights
|
131
|
10.22
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
131
|
10.23
|
Original Issue Discount
|
132
|
SCHEDULES
|
|
1.01(a)
|
Guarantors
|
1.01(b)
|
Excluded Wyoming Properties
|
1.01(d)
|
Reserve Areas
|
2.01
|
Commitments
|
5.03
|
Governmental Authorization
|
5.08(b)
|
Fee Owned Material Real Property
|
5.08(c)
|
Leased Material Real Property
|
5.09
|
Environmental Matters
|
5.13
|
Subsidiaries
|
5.18
|
Intellectual Property
|
5.2
|
Mines
|
6.2
|
Post Closing Schedule
|
7.01
|
Existing Liens
|
7.02
|
Existing Investments
|
7.03
|
Existing Indebtedness
|
7.08
|
Transactions with Affiliates
|
7.1
|
Burdensome Agreements
|
10.02
|
Administrative Agent’s Office; Certain Addresses for Notices
|
|
|
EXHIBITS
|
|
Form of:
|
|
A
|
Borrowing Notice
|
B
|
Note
|
C
|
Compliance Certificate
|
D
|
Assignment and Assumption
|
E
|
Guaranty
|
F
|
Security Agreement
|
G
|
Mortgage
|
H
|
Solvency Certificate
|
I-1
|
U.S. Tax Compliance Certificate
|
I-2
|
U.S. Tax Compliance Certificate
|
I-3
|
U.S. Tax Compliance Certificate
|
I-4
|
U.S. Tax Compliance Certificate
|
(a)
|
U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding two years from the date of acquisition,
|
(b)
|
(i) demand deposits, (ii) time deposits and certificates of deposit with maturities of two years or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding two years from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof (including any branch of a foreign bank licensed under any such laws) having capital, surplus and undivided profits in excess of $250,000,000 (or the foreign currency equivalent thereof) whose short-term debt is rated A-2 or higher by S&P or P-2 or higher by Moody’s,
|
(c)
|
commercial paper maturing within 364 days from the date of acquisition thereof and having, at such date of acquisition, ratings of at least A-1 by S&P or P-1 by Moody’s,
|
(d)
|
readily marketable direct obligations issued by any state, commonwealth or territory of the U.S. or any political subdivision thereof, in each case rated at least A-1 by S&P or P-1 by Moody’s with maturities not exceeding one year from the date of acquisition,
|
(e)
|
bonds, debentures, notes or other obligations with maturities not exceeding two years from the date of acquisition issued by any corporation, partnership, limited liability company or similar entity whose long-term unsecured debt has a credit rate of A2 or better by Moody’s and A or better by S&P;
|
(f)
|
investment funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (e) above (determined without regard to the maturity and duration limits for such investments set forth in such clauses, provided that the weighted average maturity of all investments held by any such fund is two years or less),
|
(g)
|
fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (b) above and
|
(h)
|
in the case of a Restricted Subsidiary that is a Foreign Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts business.
|
BORROWER
|
|
|
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ C. Andrew Eidson
|
Name: C. Andrew Eidson
|
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
ADMINISTRATIVE AGENT,
|
|
COLLATERAL AGENT AND A LEANDER
|
|
|
|
JEFFERIES FINANCE LLC
|
|
By:
|
/s/ John Koehler
|
Name: John Koehler
|
|
Title: Senior Vice President
|
BORROWER:
|
||
|
|
|
CONTURA ENERGY, INC.
|
||
|
|
|
|
|
|
By
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
GUARANTORS:
|
||
|
|
|
CONTURA ENERGY, LLC
|
||
|
|
|
|
|
|
By
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Manager and President
|
|
|
|
|
|
|
CONTURA ENERGY SERVICES, LLC
|
||
|
|
|
|
|
|
By
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
CONTURA MINING HOLDING, LLC
|
||
|
|
|
|
|
|
By
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
EMERALD CONTURA, LLC
|
||
DICKENSON-RUSSELL CONTURA, LLC
|
||
NICHOLAS CONTURA, LLC
|
||
CONTURA COAL RESOURCES, LLC
|
||
CONTURA WYOMING LAND, LLC
|
||
CONTURA COAL SALES, LLC
|
||
POWER MOUNTAIN CONTURA, LLC
|
||
CUMBERLAND CONTURA, LLC
|
||
CONTURA PENNSYLVANIA LAND, LLC
|
||
CONTURA FREEPORT, LLC
|
||
CONTURA EUROPEAN MARKETING, LLC
|
||
PARAMONT CONTURA, LLC
|
||
CONTURA PENNSYLVANIA TERMINAL, LLC
|
||
CONTURA CAPP LAND, LLC
|
||
CONTURA COAL WEST, LLC
|
||
CONTURA TERMINAL, LLC
|
||
|
|
|
|
|
|
By
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Vice President and Treasurer
|
JEFFERIES FINANCE LLC
|
||
as Administrative Agent, Collateral Agent and Lender
|
||
|
|
|
|
|
|
By
|
/s/ J. Paul McDonnell
|
|
|
Name:
|
J. Paul McDonnell
|
|
Title:
|
Managing Director
|
Arch Street CLO, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/
Scott D'Orsi
|
|
|
Name:
|
Scott D'Orsi
|
|
Title:
|
Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BDCA-CB FUNDING, LLC
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Corinne Pankovcin
|
|
|
Name:
|
Corinne Pankovcin
|
|
Title:
|
Director
|
Benefit Street Partners Capital Opportunity Fund SPV LLC
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO IV, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO IX, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO V, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO VI, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO VII, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO VIII, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO X, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO XI, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners CLO XII, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BSP Senior Secured Debt Fund (Non-US) SPV-1 L.P.
|
||
as a Lender
|
||
By: BSP Senior Secured Debt Fund (Non-US) SPV GP L.L.C., its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Benefit Street Partners SMA-C SPV L.P.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Blue Cross of Idaho Health Service, Inc.
|
||
as a Lender
|
||
By: Seix Investment Advisors LLC, as Investment Manager
|
||
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2012-2 Ltd
|
||
as a Lender
|
||
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2013-1 LTD.
|
||
as a Lender
|
||
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2013-4 Ltd.
|
||
as a Lender
|
||
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2014-1 Ltd
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2014-2 Ltd
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2014-3 Ltd.
|
||
as a Lender
|
||
By: BlueMountain Capital Management, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2014-4 Ltd
|
||
as a Lender
|
||
BY: BlueMountain Capital Management
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2015-1 Ltd
|
||
as a Lender
|
||
BlueMountain Capital Management, its Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2015-2, Ltd.
|
||
as a Lender
|
||
By: BlueMountain Capital Management, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2015-3 Ltd
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2015-4, Ltd.
|
||
as a Lender
|
||
By: BlueMountain Capital Management, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2016-1, Ltd.
|
||
as a Lender
|
||
BlueMountain Capital Management, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2016-2, Ltd.
|
||
as a Lender
|
||
BlueMountain Capital Management, LLC
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BlueMountain CLO 2016-3 Ltd
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Meghan Fornshell
|
|
|
Name:
|
Meghan Fornshell
|
|
Title:
|
Operations Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
BOWERY FUNDING ULC
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Madonna Sequeira
|
|
|
Name:
|
Madonna Sequeira
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Cent CLO 23 Limited
|
||
as a Lender
|
||
By: Columbia Management Investment Advisers, LLC
As Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Steven B. Staver
|
|
|
Name:
|
Steven B. Staver
|
|
Title:
|
Assistant Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Citi Loan Funding BM 2017 LLC
|
||
as a Lender
|
||
By: Citigroup Financial Products Inc.
|
||
|
|
|
|
|
|
By:
|
/s/ Jennifer Guinn
|
|
|
Name:
|
Jennifer Guinn
|
|
Title:
|
Associate Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
City National Rochdale Fixed Income Opportunities Fund
|
||
as a Lender
|
||
By: Seix Investment Advisors LLC, as Subadviser
|
||
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
CONTINENTAL CASUALTY COMPANY
|
||||
as a Lender
|
||||
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lynne Gugenheim
|
|||
|
Name:
|
Lynne Gugenheim
|
||
|
Title:
|
Senior Vice President and Deputy General Counsel
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Approved by Law Dept.
|
|
|
|
|
By:
|
/s/ Law Dept.
|
|
|
|
Date:
|
6-6-17
|
Crown Point CLO III, Ltd.
|
||
as a Lender
|
||
by Valcour Capital Management LLC, as its Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ John D'Angelo
|
|
|
Name:
|
John D'Angelo
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Dunham Floating Rate Bond Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
FCCI Insurance Company
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kathy News
|
|
|
Name:
|
Kathy News
|
|
Title:
|
Senior Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Figueroa CLO 2014-1, Ltd.
|
||
as a Lender
|
||
BY: TCW Asset Management Company as Investment Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Nora Olan
|
|
|
Name:
|
Nora Olan
|
|
Title:
|
Senior Vice President
|
|
|
|
By:
|
/s/ Bibi Khan
|
|
|
Name:
|
Bibi Khan
|
|
Title:
|
Managing Director
|
Hastings Mutual Insurance Company
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kathy News
|
|
|
Name:
|
Kathy News
|
|
Title:
|
Senior Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Honeywell International Inc Master Retirement Trust
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kathy News
|
|
|
Name:
|
Kathy News
|
|
Title:
|
Senior Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN CLO 2014-II LTD.
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN CLO 2015 LTD.
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN Fund V 2017 LLC
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN MM CLO 2014 LTD.
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN CLO 2014 LTD
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN CLO 2015-II LTD.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN CLO 2016 LTD.
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JFIN CLO 2017 LTD.
|
||
as a Lender
|
||
By: Apex Credit Partners LLC, as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Morris Cohen
|
|
|
Name:
|
Morris Cohen
|
|
Title:
|
Vice President
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Paul Loomis
|
|
|
Name:
|
Paul Loomis
|
|
Title:
|
Managing Director
|
MAM CORPORATE LOAN ICAV
|
||
as a Lender
|
||
By: MARATHON ASSET MANAGEMENT, L.P.
Its Investment Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
MARATHON CLO IX LTD.
|
||
as a Lender
|
||
By: MARATHON ASSET MANAGEMENT, L.P.
as Portfolio Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Marathon CLO VI, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
MARATHON CLO VII Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Marathon CLO VIII Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Metropolitan West Floating Rate Income Fund
|
||
as a Lender
|
||
BY: Metropolitan West Asset Management as Investment
Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Nora Olan
|
|
|
Name:
|
Nora Olan
|
|
Title:
|
Senior Vice President
|
|
|
|
By:
|
/s/ Bibi Khan
|
|
|
Name:
|
Bibi Khan
|
|
Title:
|
Managing Director
|
MIDTOWN ACQUISITIONS, L.P.,
|
||
as a Lender
|
||
By: Midtown Acquisitions GP LLC, its General Partner
|
||
|
|
|
|
|
|
By:
|
/s/ Morgan Blackwell
|
|
|
Name:
|
Morgan Blackwell
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Mountain View CLO 2014-1 Ltd.
|
||
as a Lender
|
||
By: Seix Investment Advisors LLC, as Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Mountain View CLO 2016-1 Ltd.
|
||
as a Lender
|
||
By: Seix Investment Advisors LLC, as Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Mountain View CLO 2017-1 Ltd.
|
||
as a Lender
|
||
By: Seix Investment Advisors LLC, as Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ Joseph Carucci
|
|
|
Name:
|
Joseph Carucci
|
|
Title:
|
Vice President & Compliance Analyst
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Mountain View CLO IX Ltd.
|
||
as a Lender
|
||
By; Seix Investment Advisors LLC, as Collateral Manager
|
||
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Mountain View CLO X Ltd.
|
||
as a Lender
|
||
By:
|
Seix Investment Advisors LLC, as Collateral Manager
|
|
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Newfleet CLO 2016-1, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Providence Debt Fund III L.P.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Providence Debt Fund III Master (Non-US) L.P.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
QUAMVIS SCA SICAV-FIS: CMAB - SIF - Credit Multi Asset Pool B
|
||
as a Lender
|
||
By:
|
Marathon Asset Management, L.P.
|
|
Its:
|
Sub-Investment Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Louis Hanover
|
|
|
Name:
|
Louis Hanover
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
RidgeWorth Funds - Seix Floating Rate High Income Fund
|
||
as a Lender
|
||
By:
|
Seix Investment Advisors LLC, as Subadviser
|
|
|
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Safe Auto Insurance Company
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kathy News
|
|
|
Name:
|
Kathy News
|
|
Title:
|
Senior Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
SEI Energy Debt Fund, LP.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
SEI Institutional Investments Trust - High Yield Bond Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
SEI Institutional Managed Trust - High Yield Bond Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Seix Multi-Sector Absolute Return Fund L.P.
|
||
as a Lender
|
||
By:
|
Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
|
|
By:
|
Seix Investment Advisors LLC, its sole member
|
|
|
|
|
By:
|
/s/ George Goudelias
|
|
|
Name:
|
George Goudelias
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
AIG Flexible Credit Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Balanced Income Plus Fund
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Balanced Income Plus Portfolio
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Diversified Income Plus Fund
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Diversified Income Plus Portfolio
|
||
as a Lender
|
||
By:
|
Thrivent Financial for Lutherans
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Financial Defined Benefit Plan Trust
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Financial For Lutherans
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Growth and Income Plus Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Growth and Income Plus Portfolio
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Moderate Allocation Fund
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Moderate Allocation Portfolio
|
||
as a Lender
|
||
By:
|
Thrivent Financial for Lutherans
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Moderately Aggressive Allocation Fund
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Moderately Aggressive Allocation Portfolio
|
||
as a Lender
|
||
By:
|
Thrivent Financial for Lutherans
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Moderately Conservative Allocation Fund
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Moderately Conservative Allocation Portfolio
|
||
as a Lender
|
||
By:
|
Thrivent Financial for Lutherans
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
THRIVENT MULTIDIMENSIONAL INCOME FUND
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
Its Investment Adviser
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Opportunity Income Plus Fund
|
||
as a Lender
|
||
By:
|
Thrivent Asset Management, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Thrivent Opportunity Income Plus Portfolio
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Conrad Smith
|
|
|
Name:
|
Conrad Smith
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
U.S. High Yield Bond Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Todd Marsh
|
|
|
Name:
|
Todd Marsh
|
|
Title:
|
Authorized Signer
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
United Ohio Insurance Company
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kathy News
|
|
|
Name:
|
Kathy News
|
|
Title:
|
Senior Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Valcour Opportunities Master Fund, Ltd.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ John D'Angelo
|
|
|
Name:
|
John D'Angelo
|
|
Title:
|
Sr. Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vermont Pension Investment Committee
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kathy News
|
|
|
Name:
|
Kathy News
|
|
Title:
|
Senior Portfolio Manager
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vibrant CLO II, Ltd.
|
||
as a Lender
|
||
By:
|
DFG Investment Advisers, Inc., as Portfolio Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Roberta Goss
|
|
|
Name:
|
Roberta Goss
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vibrant CLO III, Ltd.
|
||
as a Lender
|
||
By:
|
DFG Investment Advisers, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Roberta Goss
|
|
|
Name:
|
Roberta Goss
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vibrant CLO IV, Ltd.
|
||
as a Lender
|
||
By:
|
DFG Investment Advisers, Inc., as Collateral Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Roberta Goss
|
|
|
Name:
|
Roberta Goss
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vibrant CLO V, Ltd.
|
||
as a Lender
|
||
By:
|
DFG Investment Advisers, Inc., as Collateral Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Roberta Goss
|
|
|
Name:
|
Roberta Goss
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vibrant CLO VI, Ltd.
|
||
as a Lender
|
||
By:
|
DFG Investment Advisers, Inc., as Collateral Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Roberta Goss
|
|
|
Name:
|
Roberta Goss
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Vibrant CLO VII, Ltd.
|
||
as a Lender
|
||
By:
|
DFG Investment Advisers, Inc., as Collateral Manager
|
|
|
|
|
|
|
|
By:
|
/s/ Roberta Goss
|
|
|
Name:
|
Roberta Goss
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Global Multi Sector Income Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Newfleet High Yield Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Newfleet Multi-Sector Intermediate Bond Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Newfleet Dynamic Credit ETF
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Newfleet Multi-Sector Unconstrained Bond ETF
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Newfleet Senior Floating Rate Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Tactical Allocation Fund
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
Virtus Total Return Fund Inc.
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
VVIT: Virtus Newfleet Multi-Sector Intermediate Bond Series
|
||
as a Lender
|
||
|
|
|
|
|
|
By:
|
/s/ Kyle Jennings
|
|
|
Name:
|
Kyle Jennings
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
ZAIS CLO 1, Limited
|
||
as a Lender
|
||
ZAIS CLO 1, Limited
|
||
|
|
|
|
|
|
By:
|
/s/ Vincent Ingato
|
|
|
Name:
|
Vincent Ingato
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
ZAIS CLO 2, Limited
|
||
as a Lender
|
||
ZAIS CLO 2, Limited
|
||
|
|
|
|
|
|
By:
|
/s/ Vincent Ingato
|
|
|
Name:
|
Vincent Ingato
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
ZAIS CLO 3, Limited
|
||
as a Lender
|
||
ZAIS CLO 3, Limited
|
||
|
|
|
|
|
|
By:
|
/s/ Vincent Ingato
|
|
|
Name:
|
Vincent Ingato
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
ZAIS CLO 5, Limited
|
||
as a Lender
|
||
By Zais Leveraged Loan Master Manager, LLC its collateral manager
|
||
By:
|
Zais Group, LLC, its sole member
|
|
By:
|
/s/ Vincent Ingato
|
|
|
Name:
|
Vincent Ingato
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
ZAIS CLO 6, Limited
|
||
as a Lender
|
||
By Zais Leveraged Loan Master Manager, LLC its collateral manager
|
||
By:
|
Zais Group, LLC, its sole member
|
|
By:
|
/s/ Vincent Ingato
|
|
|
Name:
|
Vincent Ingato
|
|
Title:
|
Managing Director
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
ARTICLE I
|
|
DEFINITIONS AND ACCOUNTING TERMS
|
|
Section 1.01. Defined Terms
|
2
|
Section 1.02. Other Interpretive Provisions
|
52
|
Section 1.03. Accounting Terms
|
52
|
Section 1.04. Times of Day
|
53
|
Section 1.05. Timing of Payment or Performance
|
53
|
Section 1.06. Letter of Credit Amounts
|
53
|
Section 1.07. Reserves
|
53
|
Section 1.08. Pro Forma Calculations
|
53
|
ARTICLE II
|
|
THE COMMITMENTS AND CREDIT EXTENSIONS
|
|
Section 2.01. Loans
|
54
|
Section 2.02. Borrowings, Conversions and Continuations of Loans
|
54
|
Section 2.03. Protective Advances
|
56
|
Section 2.04. Letters of Credit
|
56
|
Section 2.05. Swingline Loans
|
64
|
Section 2.06. Prepayments
|
66
|
Section 2.07. Termination or Reduction of Commitments
|
68
|
Section 2.08. Repayment of Loans
|
68
|
Section 2.09. Interest
|
68
|
Section 2.10. Fees
|
69
|
Section 2.11. Computation of Interest and Fees
|
69
|
Section 2.12. Evidence of Debt
|
69
|
Section 2.13. Payments Generally; Administrative Agent’s Clawback
|
70
|
Section 2.14. Sharing of Payments by Lenders
|
71
|
Section 2.15. Increase in Facility
|
72
|
Section 2.16. Defaulting Lender
|
73
|
ARTICLE III
|
|
TAXES, YIELD PROTECTION AND ILLEGALITY
|
|
Section 3.01. Taxes
|
75
|
Section 3.02. Illegality
|
78
|
Section 3.03. Inability to Determine Rates
|
79
|
Section 3.04. Increased Costs; Reserves on Eurocurrency Rate Loans
|
79
|
Section 3.05. Compensation for Losses
|
81
|
Section 3.06. Mitigation Obligations; Replacement of Lenders
|
82
|
Section 3.07. Survival
|
82
|
ARTICLE IV
|
|
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
|
|
Section 4.01. Conditions of Effectiveness
|
82
|
Section 4.02. Conditions to All Credit Extensions
|
85
|
ARTICLE V
|
|
REPRESENTATIONS AND WARRANTIES
|
|
Section 5.01. Existence, Qualification and Power
|
86
|
Section 5.02. Authorization; No Contravention
|
86
|
Section 5.03. Governmental Authorization
|
86
|
Section 5.04. Binding Effect
|
87
|
Section 5.05. Financial Statements; No Material Adverse Effect
|
87
|
Section 5.06. Litigation
|
87
|
Section 5.07. No Default
|
88
|
Section 5.08. Ownership and Identification of Property
|
88
|
Section 5.09. Environmental Compliance
|
88
|
Section 5.10. Insurance
|
89
|
Section 5.11. Taxes
|
89
|
Section 5.12. ERISA Compliance
|
89
|
Section 5.13. Subsidiaries
|
90
|
Section 5.14. Margin Regulations; Investment Company Act
|
90
|
Section 5.15. Disclosure
|
90
|
Section 5.16. Compliance with Laws
|
90
|
Section 5.17. Anti-Corruption; Sanctions; Terrorism Laws
|
90
|
Section 5.18. Intellectual Property; Licenses, Etc
|
91
|
Section 5.19. Collateral Documents
|
91
|
Section 5.20. Mines
|
92
|
Section 5.21. Solvency
|
92
|
Section 5.22. Labor Relations
|
92
|
Section 5.23. Agreements
|
92
|
Section 5.24. Senior Debt
|
92
|
Section 5.25. Use of Proceeds
|
92
|
ARTICLE VI
|
|
AFFIRMATIVE COVENANTS
|
|
Section 6.01. Financial Statements
|
93
|
Section 6.02. Certificates; Other Information
|
93
|
Section 6.03. Notices
|
96
|
Section 6.04. Payment of Obligations
|
96
|
Section 6.05. Preservation of Existence
|
96
|
Section 6.06. Maintenance of Properties
|
96
|
Section 6.07. Maintenance of Insurance
|
97
|
Section 6.08. Compliance with Laws
|
97
|
Section 6.09. Books and Records
|
98
|
Section 6.10. Inspection Rights; Field Exams; Appraisals
|
98
|
Section 6.11. Use of Proceeds
|
99
|
Section 6.12. Additional Guarantors
|
99
|
Section 6.13. Unrestricted Subsidiaries
|
99
|
Section 6.14. Preparation of Environmental Reports
|
99
|
Section 6.15. Certain Long Term Liabilities and Environmental Reserves
|
99
|
Section 6.16. Covenant to Give Security
|
100
|
Section 6.17. Information Regarding Collateral
|
102
|
Section 6.18. Senior Debt
|
102
|
Section 6.19. Administration of Accounts
|
102
|
Section 6.20. Cash Management System
|
102
|
Section 6.21. Post-Closing Covenants
|
103
|
ARTICLE VII
|
|
NEGATIVE COVENANTS
|
|
Section 7.01. Liens
|
103
|
Section 7.02. Investments
|
106
|
Section 7.03. Indebtedness
|
108
|
Section 7.04. Fundamental Changes
|
111
|
Section 7.05. Dispositions
|
111
|
Section 7.06. Restricted Payments
|
113
|
Section 7.07. Accounting Changes; Change in Nature of Business; Foreign Operations
|
115
|
Section 7.08. Transactions With Affiliates
|
115
|
Section 7.09. Use of Proceeds
|
116
|
Section 7.10. Burdensome Agreements
|
116
|
Section 7.11. Fiscal Year
|
117
|
Section 7.12. Sale and Lease-Backs
|
117
|
Section 7.13. Amendments or Waivers to Certain Agreements
|
117
|
Section 7.14. No Further Negative Pledge
|
118
|
Section 7.15. Anti-Corruption; Sanctions; Terrorism Laws
|
118
|
Section 7.16. [Reserved]
|
118
|
Section 7.17. Minimum Fixed Charge Coverage Ratio
|
118
|
ARTICLE VIII
|
|
EVENTS OF DEFAULT AND REMEDIES
|
|
Section 8.01. Events of Default
|
118
|
Section 8.02. Remedies Upon Event of Default
|
120
|
Section 8.03. Exclusion of Immaterial Subsidiaries
|
121
|
Section 8.04. Application of Funds
|
121
|
ARTICLE IX
|
|
ADMINISTRATIVE AGENT
|
|
Section 9.01. Appointment
|
122
|
Section 9.02. Delegation of Duties
|
123
|
Section 9.03. Liability of Agents
|
123
|
Section 9.04. Reliance by the Administrative Agent
|
124
|
Section 9.05. Notice of Default
|
125
|
Section 9.06. Credit Decision; Disclosure of Information by Agents
|
125
|
Section 9.07. Indemnification of the Administrative Agent
|
126
|
Section 9.08. Withholding Tax
|
126
|
Section 9.09. Administrative Agent in Its Individual Capacity
|
126
|
Section 9.10. Resignation by the Administrative Agent
|
128
|
Section 9.11. Administrative Agent May File Proofs of Claim
|
129
|
Section 9.12. Collateral and Guaranty Matters
|
129
|
Section 9.13. Arrangers and Bookrunners
|
130
|
Section 9.14. Appointment of Supplemental Collateral Agents
|
130
|
Section 9.15. Reports and Financial Statements
|
131
|
Section 9.16. Posting of Approved Electronic Communications
|
132
|
ARTICLE X
|
|
GUARANTEE
|
|
Section 10.01. Guarantee
|
133
|
Section 10.02. Right of Contribution
|
134
|
Section 10.03. No Subrogation
|
134
|
Section 10.04. Amendments, etc
|
134
|
Section 10.05. Guarantee Absolute and Unconditional
|
135
|
Section 10.06. Waiver by Guarantors
|
136
|
Section 10.07. Release of Liens and Release of Guaranty
|
136
|
Section 10.08. Subordination of Other Obligations
|
137
|
Section 10.09. Authority of Guarantors or Borrowers
|
138
|
Section 10.10. Financial Condition of Borrowers
|
138
|
Section 10.11. Taxes and Payments
|
138
|
Section 10.12. Assignments
|
138
|
Section 10.13. Reinstatement
|
138
|
Section 10.14. Keepwell
|
138
|
ARTICLE XI
|
|
MISCELLANEOUS
|
|
Section 11.01. Amendments, Etc
|
139
|
Section 11.02. Notices; Effectiveness; Electronic Communications
|
141
|
Section 11.03. No Waiver; Cumulative Remedies
|
142
|
Section 11.04. Expenses; Indemnity; Damage Waiver
|
143
|
Section 11.05. Payments Set Aside
|
145
|
Section 11.06. Successors and Assigns
|
146
|
Section 11.07. Treatment of Certain Information; Confidentiality
|
149
|
Section 11.08. Right of Setoff
|
150
|
Section 11.09. Usury Saving Clause
|
150
|
Section 11.10. Counterparts; Integration; Effectiveness
|
151
|
Section 11.11. Survival of Representations and Warranties
|
151
|
Section 11.12. Severability
|
151
|
Section 11.13. Replacement of Lenders
|
151
|
Section 11.14. Governing Law; Jurisdiction; Etc
|
152
|
Section 11.15. Waiver of Jury Trial
|
153
|
Section 11.16. Designation of Secured Agreements
|
153
|
Section 11.17. No Advisory or Fiduciary Responsibility
|
154
|
Section 11.18. Joint and Several Liability
|
154
|
Section 11.19. Contribution and Indemnification Among the Borrowers
|
155
|
Section 11.20. Agency of the Borrower Representative for Each Other Borrower
|
156
|
Section 11.21. USA Patriot Act Notice
|
156
|
Section 11.22. Time of the Essence
|
156
|
Section 11.23. Acknowledgement and Consent to Bail-In of EEA Financial Institutions
|
156
|
Section 11.24. Intercreditor Agreement
|
157
|
Category
|
Average Quarterly Availability
(% Of Maximum Revolving Credit) |
Eurocurrency Loans
|
Base Rate Loans
|
I
|
Greater than or equal to 66%
|
2.00%
|
1.00%
|
II
|
Less than 66% and greater than or equal to 33%
|
2.25%
|
1.25%
|
III
|
Less than 33%
|
2.50%
|
1.50%
|
(a)
|
U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding two years from the date of acquisition,
|
(b)
|
(i) demand deposits, (ii) time deposits and certificates of deposit with maturities of two years or less from the date of acquisition, (iii) bankers’ acceptances with maturities not
|
(c)
|
commercial paper maturing within 364 days from the date of acquisition thereof and having, at such date of acquisition, ratings of at least A-1 by S&P or P-1 by Moody’s,
|
(d)
|
readily marketable direct obligations issued by any state, commonwealth or territory of the U.S. or any political subdivision thereof, in each case rated at least A-1 by S&P or P‑1 by Moody’s with maturities not exceeding one year from the date of acquisition,
|
(e)
|
bonds, debentures, notes or other obligations with maturities not exceeding two years from the date of acquisition issued by any corporation, partnership, limited liability company or similar entity whose long-term unsecured debt has a credit rate of A2 or better by Moody’s and A or better by S&P;
|
(f)
|
investment funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (e) above (determined without regard to the maturity and duration limits for such investments set forth in such clauses, provided that the weighted average maturity of all investments held by any such fund is two years or less),
|
(g)
|
fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (b) above and
|
(h)
|
in the case of a Restricted Subsidiary that is a Foreign Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts business.
|
BORROWERS:
CONTURA ENERGY, INC.
|
|
By:
|
/s/ C. Andrew Eidson
|
|
Name: C. Andrew Eidson
|
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
CONTURA ENERGY, LLC
|
|
By:
|
/s/ C. Andrew Eidson
|
|
Name: C. Andrew Eidson
|
|
Title: Manager and President
|
CONTURA ENERGY SERVICES, LLC
|
|
By:
|
/s/ C. Andrew Eidson
|
|
Name: C. Andrew Eidson
|
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
CONTURA MINING HOLDING, LLC
|
|
By:
|
/s/ C. Andrew Eidson
|
|
Name: C. Andrew Eidson
|
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
EMERALD CONTURA, LLC
DICKENSON-RUSSELL CONTURA, LLC NICHOLAS CONTURA, LLC CONTURA COAL RESOURCES, LLC CONTURA WYOMING LAND, LLC CONTURA COAL SALES, LLC POWER MOUNTAIN CONTURA, LLC CUMBERLAND CONTURA, LLC CONTURA PENNSYLVANIA LAND, LLC CONTURA FREEPORT, LLC CONTURA EUROPEAN MARKETING ; LLC PARAMONT CONTURA, LLC CONTURA PENNSYLVANIA TERMINAL, LLC CONTURA CAPP LAND, LLC CONTURA COAL WEST, LLC CONTURA TERMINAL, LLC |
|
By:
|
/s/ C. Andrew Eidson
|
|
Name: C. Andrew Eidson
|
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
CITIBANK, N.A.,
as Administrative Agent, Lender, L/C Issuer and Swingline Lender |
|
By:
|
/s/ Shane Arezara
|
|
Name: Shane Arezara
|
|
Title: Vice President & Director
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Lender and UC Issuer L/C Issuer and Swingline Lender |
|
By:
|
/s/ Doreen Barr
|
|
Name: Doreen Barr
|
|
Title: Authorized Signatory
|
By:
|
/s/ Szymon Ordys
|
|
Name: Szymon Ordys
|
|
Title: Authorized Signatory
|
BMO Harris Bank N.A.,
as Lender and UC Issuer |
|
By:
|
/s/ Jason Hoefler
|
|
Name: Jason Hoefler
|
|
Title: Managing Director
|
JEFFERIES FINANCE LLC,
as a Lender |
|
By:
|
/s/ John Koehler
|
|
Name: John Koehler
|
|
Title: Vice President
|
UBS AG, Stamford Branch,
as a Lender |
|
By:
|
/s/ Craig Perason
|
|
Name: Craig Perason
|
|
Title: Associate Director
|
By:
|
/s/ Darlene Arias
|
|
Name: Darlene Arias
|
|
Title: Director
|
Webster Business Credit Corporation
,
as a Lender |
|
By:
|
/s/ Deborah Kos-Hannon
|
|
Name: Deborah Kos-Hannon
|
|
Title: SVP
|
Contura Owned Surface Tracts used for Proposed
Freeport Mine Surface Development |
|
Parcel ID
|
Surface Owner
|
15-01-105
|
Contura PA Land, LLC
|
15-01-107
|
Contura PA Land, LLC
|
15-01-108
|
Contura PA Land, LLC
|
15-01-120
|
Contura PA Land, LLC
|
15-01-121
|
Contura PA Land, LLC
|
15-01-124
|
Contura PA Land, LLC
|
15-01-125
|
Contura PA Land, LLC
|
15-01-128A
|
Contura PA Land, LLC
|
15-01-130A
|
Contura PA Land, LLC
|
15-01-131
|
Contura PA Land, LLC
|
15-01-135
|
Contura PA Land, LLC
|
15-01-135A
|
Contura PA Land, LLC
|
15-01-136
|
Contura PA Land, LLC
|
15-01-145
|
Contura PA Land, LLC
|
15-01-145A
|
Contura PA Land, LLC
|
15-01-146
|
Contura PA Land, LLC
|
15-01-147
|
Contura PA Land, LLC
|
15-01-148
|
Contura PA Land, LLC
|
15-01-150A
|
Contura PA Land, LLC
|
15-01-152
|
Contura PA Land, LLC
|
15-01-153
|
Contura PA Land, LLC
|
15-01-154
|
Contura PA Land, LLC
|
15-01-157
|
Contura PA Land, LLC
|
17-06-122
|
Contura PA Land, LLC
|
17-06-123
|
Contura PA Land, LLC
|
17-06-123A
|
Contura PA Land, LLC
|
17-06-125
|
Contura PA Land, LLC
|
17-06-126
|
Contura PA Land, LLC
|
17-06-131
|
Contura PA Land, LLC
|
17-06-141
|
Contura PA Land, LLC
|
17-06-142
|
Contura PA Land, LLC
|
17-08-400A
|
Contura PA Land, LLC
|
Contura Leased Surface
Tracts used for Proposed Freeport Mine Surface Development |
Those leased tracts described in
that Assignmnet of Leases and Other Agreements effective July 26, 2016, by and between Alpha Natural Resources, Inc. and Contura Freeport, LLC of record in OR Book 492, page 3079, Greene County, Pennsylvania. |
Contura Owned Coal
Tracts included in Proposed Freeport Mine |
That coal contained in the Deed
of Conveyance date July 26, 2016 from Alpha Natural Resources, Inc. to Contura Pennsylvania Land, LLC of record in Book 492, page 2955, Greene County, Pennsylvania. |
|
That coal contained in the Deed
of Conveyance date July 26, 2016 from Alpha Natural Resources, Inc. to Contura Pennsylvania Land, LLC being Instrument No 201618557, Washington County, Pennsylvania. |
Contura Owned and Leased Coal for Proposed Sewickley Mine Development
|
The Sewickley seam of coal conveyed by CNG Coal Company to Cyprus Consolidated Resources Corporation (name changed to Alpha Coal Resources, LLC) by that Indenture dated July 2, 1996 of record in Book 0158, Page 0259 in Greene County, Pennsylvania; and being a portion of the property conveyed from Alpha Natural Resources, Inc to Contura Coal Resources, LLC by that Deed dated July 22, 2016 of record in OR Book 492, Page 2885-2892 and being Instrument No 2016-00004552 in Greene County, Pennsylvania.
|
|
The portion of that Coal Lease Agreement from Talen Generation, LLC (formerly known as PPL Generation, LLC, parent of Realty Company of Pennsylvania, successor in interest to Greene Manor Coal Company), to Pennsylvania Land Holdings Company, dated December 4, 1980, as assigned from Alpha Natural Resources, Inc to Contura Pennsylvania Land, LLC, by t hat Assignment of Leases and Other Agreements dated July 22, 2016 of record in OR Book 492, pages 3036 -3052, Greene County, Pennsylvania. (the "Greene Manor Lease") that leases the Sewlickley seam of coal.
|
DEEP MINES
|
Location
|
TRAX #
|
Leased/Owned or
other |
Surface/Coal
|
Lessee/Grantee
|
Lessor/Grantor
|
Book/Page
|
Date
|
Tax Map/
Account # |
Description
|
Stonecoal - Aily (Aily)
|
Stonecoal Creek of Dumps Creek, Russell County, VA
|
CCL-00023
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
579/619
|
04/01/2003
|
N/A
|
Coal Mining Lease for the right to mine coal on Lessor's property by surface or deep mining methods, located in the VA counties of Buchanan, Russell, Dickenson, Wise and Scott.
|
|
|
|
|
|
|
|
|
|
|
|
Cabin Ridge (Lower Banner)
|
Dickenson County, VA
|
CCL-00023
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
385/650
|
04/01/2003
|
N/A
|
Coal Mining Lease for the right to mine coal on Lessor's property by surfaceor deep mining methods, located in the VA counties of Buchanan, Russell, Dickenson, Wise and Scott.
|
|
|
|
|
|
|
|
|
|
|
|
Tom's Creek North (Lower Banner)
|
Tom's Creek, Coeburn in Wise County, VA
|
CCL-00023
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
Inst # 200301638
|
04/01/2003
|
N/A
|
Coal Mining Lease for the right to mine coal on Lessor's property by surfaceor deep mining methods, located in the VA counties of Buchanan, Russell, Dickenson, Wise and Scott.
|
|
|
|
|
|
|
|
|
|
|
|
Tom's Creek South (Lower Banner)
|
Tom's Creek, Coeburn in Wise County, VA
|
CCL-00023
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
Inst # 200301638
|
04/01/2003
|
N/A
|
Coal Mining Lease for the right to mine coal on Lessor's property by surfaceor deep mining methods, located in the VA counties of Buchanan, Russell, Dickenson, Wise and Scott.
|
|
|
|
|
|
|
|
|
|
|
|
DM #42 (Jawbone)
|
Middle Fork of Open Fork, near Nora, Dickenson County, VA
|
CCL-00023
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
385/650
|
04/01/2003
|
N/A
|
Coal Mining Lease for the right to mine coal on Lessor's property by surfaceor deep mining methods, located in the VA counties of Buchanan, Russell, Dickenson, Wise and Scott.
|
PAR-00396
|
Leased
|
Surface
|
Paramont Contura, LLC
|
Dickenson County School Board
|
526/684
|
5/15/2015
|
N/A
|
Surface Rights Agreement for ground-water monitoring well at Ervinton HS.
|
||
PAR-00397
|
Owned
|
Surface
|
Paramont Contura, LLC
|
Dewey French
|
529/110
|
09/15/2015
|
4630
|
Deed for 0.21 ac. tract of land situated in Dickenson County, VA, together with all improvements thereon and all appurtenances thereto belonging.
|
||
PAR-00401
|
Owned
|
Surface
|
Paramont Contura, LLC
|
Glenn E. Teasley, et al
|
529/499
|
10/06/2015
|
4021
|
Deed for 50 ac. tract of situated in Dickenson County, VA, together with all improvements thereon and all appurtenances thereto belonging.
|
||
NONE
|
Owned
|
Surface
|
Paramont Contura, LLC
|
Scott Mullins and Suzan Moore
|
Unrecorded
|
N/A
|
5243
|
Unrecorded deed for 3.65 ac. tract of situated in Dickenson County, VA,together with all improvements thereon and all appurtenances thereto belonging.
|
||
PAR-00442
|
Option to Purchase
|
Surface
|
Paramont Contura, LLC
|
Heartwood Forestland Fund IV Limited Partnership
|
160001429
|
10/10/2016
|
|
Option Agreement to purchase a 100% interest in and to certain realproperty, as depicted on Exhibit A, together with all appurtenant rights associated therewith and improvements located thereon, land situated in Dickenson County, VA.
|
||
|
|
|
|
|
|
|
|
|
|
|
Rolling Thunder (Peerless)
|
Twentymile Creek of Gauley River, Jefferson District of Nicholas County, WV
|
CCL-10068
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
WPP LLC
|
Unrecorded
|
07/01/2005
|
N/A
|
Coal Lease for former between Dingess-Rum Properties, Inc., on 2,484 ac tract.
|
CCL-10073
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
Unrecorded
|
05/12/1999
|
N/A
|
Sublease Agreement between Ark Land Company, now held by ACIN LLC, Sublessor, and Chicopee Coal Company, Inc. (subsequently assigned to Contura Capp Land, LLC), Sublessee, for Amherst Property.
|
||
CCL-10074
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
67/654
|
05/12/1999
|
N/A
|
Sublease Agreement between Ark Land Company, now with ACIN, LLC,Sublessor, and Chicopee Coal Company, Inc., assigned to Belle Coal Company, Inc., then assigned to Boone East Development Company, subsequently assigned to Contura CAPP Land, LLC, Sublessee, for Wriston Property.
|
Copperhead Gap (Aily - Upper Banner)
|
Buchanan, VA
|
CCL-00023
|
Leased
|
Surface & Coal
|
Contura CAPP Land, LLC
|
ACIN LLC
|
Inst # 030001352
|
04/01/2003
|
N/A
|
Coal Mining Lease for the right to mine coal on Lessor's property by surfaceor deep mining methods, located in the VA counties of Buchanan, Russell, Dickenson, Wise and Scott.
|
Lender
|
Commitment
|
L/C Sublimit
|
Citibank, N.A.
|
$30,000,000
|
$30,000,000
|
Credit Suisse AG, Cayman Islands Branch
|
$25,000,000
|
$25,000,000
|
BMO Harris Bank N.A.
|
$25,000,000
|
$25,000,000
|
Jefferies Finance LLC
|
$15,000,000
|
N/A
|
UBS AG, Stamford Branch
|
$15,000,000
|
N/A
|
Webster Business Credit Corporation
|
$15,000,000
|
N/A
|
Total
|
$125,000,000
|
$80,000,000
|
•
|
Certain consents, authorizations, filings or other actions with or by any Governmental Authority may be required in connection with the exercise of remedies by the Collateral Agent after an Event of Default.
|
Deed Date
|
Grantor
|
DB/PG or
Inst # |
Active Location
|
Facility
|
TRAX No.
|
PARAMONT CONTURA, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc.
|
201603536
|
Wise County, VA
|
Toms Creek Preparation Plant and Loadout
|
PAR-00448
|
07/26/2016
|
Alpha Natural Resources, Inc.
|
201603538
|
Wise County, VA
|
Esserville Deep Mine Shop and Facilities (former Maxxim Rebuild, LLC)
|
PAR - 00422
|
DICKENSON-RUSSELL CONTURA, LLC
|
|
|
|
|
|
07/26/2016
|
Old ANR, LLC (successor by conversion to Alpha Natural Resources, Inc.) and Contura CAPP Land, LLC
|
539/402
|
Dickenson County, VA
|
McClure Preparation Plant and Loadout
|
DRC-00185
|
POWER MOUNTAIN CONTURA, LLC
|
|
|
|
|
|
07/22/2016
|
Alpha Natural Resources, Inc.
|
500/588
|
Nicholas County, WV
|
Power Mountain Preparation Plant and Loadout
|
Not yet in TRAX
|
CONTURA ENERGY SERVICES, LLC
|
|
|
|
|
|
07/22/2016
|
Alpha Natural Resources, Inc.
|
302/09
|
Boone County, WV
|
Running Right Leadership Academy
|
Not yet in TRAX
|
CONTURA WYOMING LAND, LLC
|
|
|
|
|
|
07/22/2016
|
Alpha Natural Resources, Inc.
|
|
Campbell County, WY (portion described below) Township 48 North, Range 71 West, 6th P.M. Section 34: E ½ NE
Campbell County, WY (portion described below) |
Belle Ayr Load Out
|
Not yet in TRAX
|
07/22/2016
|
Alpha Natural Resources, Inc.
|
|
Township 51 North, Range 72 West, 6th P.M. Section 22: SWNW Section 21: S ½ NE
|
Eagle Butte Load Out
|
Not yet in TRAX
|
CONTURA PENNSYLVANIA TERMINAL, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
3314/2365
|
Fayette County, PA
|
LaBelle Dock
|
Not in TRAX yet
|
CONTURA COAL RESOURCES, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/2885
|
Greene County, PA
|
Future reserve area
|
Not in TRAX yet
|
EMERALD CONTURA, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/3015
1
|
Greene County, PA
|
Former Emerald Mine Area
|
Not in TRAX yet
|
CUMBERLAND CONTURA, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/2994
2
|
Greene County, PA
|
Cumberland Mine Area
|
Not in TRAX yet
|
CONTURA PENNSYLVANIA LAND, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/2955
|
Greene County, PA
|
Future Freeport reserve area
|
Not in TRAX yet
|
10/31/2016
|
Old ANR, LLC (f/k/a Alpha Natural Resources, Inc.)
|
495/3459
|
Greene County, PA
|
Deed of Correction
|
Not in TRAX yet
|
CONTURA PENNSYLVANIA LAND, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/2899
3
|
Greene County, PA
|
General Pennsylvania Property
|
Not in TRAX yet
|
10/31/2016
|
Old ANR, LLC (f/k/a Alpha Natural Resources, Inc.
|
495/3367
|
Greene County, PA
|
Deed of Correction
|
Not in TRAX yet
|
CONTURA ENERGY SERVICES, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/3023
|
Greene County, PA
|
Portal Road office area
|
Not in TRAX yet
|
CONTURA PENNSYLVANIA LAND, LLC
|
|
|
|
|
|
07/26/2016
|
Alpha Natural Resources, Inc
|
492/2893
|
Greene County, PA
|
Future Freeport reserve area
|
Not in TRAX yet
|
Deed Date
|
Grantor
|
Active Location
|
Notes
|
CONTURA WYOMING LAND, LLC
|
|
||
11/01/2001
|
United States Department of theInterior, by and through Bureau of Land Management
|
Campbell County, WY (2666/00177)
|
Belle Ayr Mine (Lease WYW 161248) TRAX No AWL-00036
|
04/02/2015
|
State of Wyoming by and through Board of Land Commissioners
|
Campbell County, WY (1978/531)
|
Belle Ayr Mine (Lease 0- 26954A) TRAX No AWL-00149
|
09/01/1965
|
United States Department of the Interior, by and through Bureau of Land Management
|
Campbell County, WY (56/552)
|
Eagle Butte Mine (WYW 0313733) (AWL-00144)
|
08/17/1982
|
United States Department of the Interior, by and through Bureau of Land Management
|
Campbell County, WY (692/92)
|
Eagle Butte Mine (WYW 78631) (AWL-00003)
|
08/01/1995
|
United States Department of the Interior, by and through Bureau of Land Management
|
Campbell County, WY (1366/664)
|
Eagle Butte Mine (WYW 124783) (AWL-00002)
|
|
|
|
|
05/01/2008
|
United States Department of the Interior, by and through Bureau of Land Management
|
Campbell County, WY (2357/182)
|
Eagle Butte Mine (Lease WYW 155132) (AWL-00006)
|
CONTURA CAPP LAND, LLC
|
|
||
04/01/2003
|
ACIN LLC
|
Dickenson County, VA (385/650)
|
Active Paramont Contura, LLC mines on this property include: DM#25, DM#26, DM#37, DM#41, DM#44, Bear Ridge, Cabin Ridge, 88 Strip, (ALR -000023)
|
04/01/2003
|
ACIN LLC
|
Russell County VA (579/619)
|
Active Paramont Contura, LLC mines on this property include: DM#25, DM#26, DM#37, DM#41, DM#44, Bear Ridge, Cabin Ridge, 88 Strip, (ALR -000023)
|
Deed Date
|
Grantor
|
Active Location
|
Notes
|
04/01/2003
|
ACIN LLC
|
Wise County, VA (200301638)
|
Active Paramont Contura, LLC mines on this property include: DM#25, DM#26, DM#37, DM#41, DM#44, Bear Ridge, Cabin Ridge, 88 Strip, (ALR -000023)
|
04/01/2003
|
ACIN LLC
|
Scott County, VA (615/974)
|
Active Paramont Contura, LLC mines on this property include: DM#25, DM#26, DM#37, DM#41, DM#44, Bear Ridge, Cabin Ridge, 88 Strip, (ALR -000023)
|
04/01/2003
|
ACIN LLC
|
Buchanan County, VA (567/285)
|
Active Paramont Contura, LLC mines on this property include: DM#25, DM#26, DM#37, DM#41, DM#44, Bear Ridge, Cabin Ridge, 88 Strip, (ALR -000023)
|
CONTURA PENNSYLVANIA LAND, LLC
|
|
||
12/04/1980
|
Talen Generation, LLC (formerly known as PPL Generation, LLC, parent of Realty Company of Pennsylvania, successor to Greene Manor Coal Company)
|
Greene County, PA (656/987) and (492/3036)
|
Cumberland Mine (PLH- 00889)
|
Subsidiaries of the Company
|
Contura Energy, LLC
|
Contura Energy Services, LLC
|
Contura Mining Holding, LLC
|
Contura CAPP Land, LLC
|
Contura Coal Resources, LLC
|
Contura Coal Sales, LLC
|
Contura Coal West, LLC
|
Contura European Marketing, LLC
|
Contura Freeport, LLC
|
Contura Pennsylvania Land, LLC
|
Contura Pennsylvania Terminal, LLC
|
Contura Terminal, LLC
|
Contura Wyoming Land, LLC
|
Cumberland Contura, LLC
|
Dickenson-Russell Contura, LLC
|
Emerald Contura, LLC
|
Nicholas Contura, LLC
|
Paramont Contura, LLC
|
Power Mountain Contura, LLC
|
MSHA ID
|
Operator
|
Mine Name
|
Type
|
Status
|
Longitude
|
Latitude
|
Directions to Mine
|
County
|
Nearest
Town/City
|
State
|
4405270
|
Paramont Contura, LLC
|
Toms Creek Complex
|
Facility
|
Active
|
82.452778
|
36.972222
|
Go 2.4 miles on US 23 South, take exit 28 onto Alt. 58 East, go 7.9 miles, go right onto Exit 1 then left onto Route 72 North. Go 1.9 miles and turn right onto Route 652. Go 3 miles and facility is on the left. Toms Creek Road, Coeburn, Va 24230
|
Wise
|
Coeburn
|
VA
|
4406929
|
Paramont Contura, LLC
|
Deep Mine #26
|
Underground
|
Active
|
82.514722
|
37.0925
|
Travel North on HWY 23 to Pound, Va, take business 23 exit. Turn right on SR 63 toward Clintwood, Va. Turn on to Red Onion Prison Rd, Turn left on to Chip Mill Rd 1.5 miles to mine. Rt 665 Off Rt 72 Clintwood Va 24228
|
Dickenson
|
Pound
|
VA
|
4407163
|
Paramont Contura, LLC
|
88 Strip
|
Surface
|
Active
|
82.158889
|
37.075556
|
Go 2.4 mi. on US23S to Exit 2B To Alt.58E, GO 19.7 MI. lEFT onto Rt. 63N, go3.9 mi. Right onto Rt. 615, go 7.2 mi. Go straight onto Rt. 600,go 1 mi. Right onto Rt. 621, go 4.3 mi.Left onto Rt. 601, go 5.5 mi. 4536 Monte Road, Cleveland Va 24225
|
Dickenson
|
Bee
|
VA
|
4407223
|
Paramont Contura, LLC
|
Deep Mine 41
|
Underground
|
Active
|
82.388333
|
37.096111
|
North 23 to Pound Exit, turn right on to Rt. 83 to Clintwood bearing right toward McClure, turn right onto Route 63 at Fremont, go 2 miles and turn right onto mine road. Mine is on the left. Route 773 Off Rt 63 McClure, Va 24269
|
Dickenson
|
McClure
|
VA
|
4407322
|
Paramont Contura, LLC
|
Cabin Ridge Surface Mine
|
Surface
|
Active
|
82.230556
|
37.039167
|
Go 2.4 miles on US 23S to Exit 2B onto Alt 58E, go 19.7 mi. Left onto Rt 63N, go 10.5 mi Right onto Rt 657, go 5.1 mi. Turn left onto Rt 699 mine on right. 1300 Counts Ridge Dante Va 24237
|
Dickenson
|
Dante
|
VA
|
4407367
|
Paramont Contura, LLC
|
Toms Creek North
|
Underground
|
New Mine
|
82.463056
|
36.973889
|
From Coeburn, Va. take St. Rt. 72N 1.66 miles to St. Rt. 652(Ralph Stanley Hwy.). Turn right onto St. Rt. 652( Ralph Stanley Hwy). Go .4 miles. Turn left onto Tom┐s Creek Prep. Plant Raw Coal Rd. Stay to left and go .38 miles to the mine yard. 12237 Tom’s Creek Rd.Coeburn, VA. 24230
|
Wise
|
Coeburn
|
VA
|
|
|
|
|
|
|
|
|
|
|
|
4400271
|
Dickenson-Russell Contura, LLC
|
Moss No 1 Preparation Plant
|
Facility
|
NonProducing
|
82.525
|
37.125
|
Take U. S. 23 North to Pound Exit onto Business 23 Travel approximately 3 miles and turn right onto RT 83. Travel Rt. 83 for approxiamtely 5 miles. Turn right at Red onion Prison RD,2 miles mine on left
|
Dickenson
|
Pound
|
VA
|
4402277
|
Dickenson-Russell Contura, LLC
|
Moss #3 Plant
|
Facility
|
NonProducing
|
82.186111
|
36.952778
|
Go 2.4 miles on US235 to Ext 2B onto Alt 58E, go 19.7 mi. left onto rt. 63N, go3.9 mi. Right onto Rt.615, go 5 mi. facility is on left. Route 615, Cleveland Va 24225
|
Russell
|
Cleveland
|
VA
|
4405311
|
Dickenson-Russell Contura, LLC
|
McClure River Plant
|
Facility
|
Active
|
82.391667
|
37.108333
|
Travel 9.1 miles on US23North. Turn right onto Business 23 North, go 1.8 miles. Turn right onto Route 83, go 15.2 miles. Turn Right onto Route 63. Go 3 miles, turn right to Facility entrance.
|
Dickenson
|
McClure
|
VA
|
|
|
|
|
|
|
|
|
|
|
|
4608787
|
Nicholas Contura LLC
|
Jerry Fork Eagle
|
Underground
|
Active
|
80.990556
|
38.298611
|
39 West, 11 miles, turn right on Jerry Fork Rd. # 2 Jerry Fork Road, Drennen,
|
Nicholas
|
Drennen
|
WV
|
4606880
|
Power Mountain Contura LLC
|
Power Mountain Processing
|
Facility
|
Active
|
81.002778
|
38.326667
|
# 2 Jerry Fork Road, Drennen Wv 26667
|
Nicholas
|
Drennen
|
WV
|
|
|
|
|
|
|
|
|
|
|
|
3609741
|
Contura Freeport LLC
|
Freeport Mine
|
Underground
|
Temporarily Idled
|
68.847222
|
41.146111
|
1/2 mile south of Clarksville, PA on SR 1011
|
Greene
|
Clarksville
|
PA
|
MSHA ID
|
Operator
|
Mine Name
|
Type
|
Status
|
Longitude
|
Latitude
|
Directions to Mine
|
County
|
Nearest
Town/City
|
State
|
3605018
|
Cumberland Contura, LLC
|
Cumberland Mine
|
Underground
|
Active
|
79.970556
|
39.799722
|
From Ruff Creek, take Route 19 South to Waynesburg. Turn right at first stop light. Follow Rt 21 West approx. 3 miles. Turn left onto the Oak Forest Road. Go approx. 3 miles to village of Oak Forest. Go through the village and turn left at the white church. Go app. 1 mile to mine entrance on left.Cumberland No 9 Portal: 576 Maple RUn Road Wanesburg Pa 15370. Cumberland Preparation Plant: 855 Kirby Road Waynesburg Pa 15370
|
Greene
|
Waynesburg
|
PA
|
3605466
|
Emerald Contura, LLC
|
Emerald Mine No 1
|
Facility
|
NonProducing
|
80.195833
|
39.937778
|
I-79 South to Waynesburg Exit. Route 21 West to U.S.Rt. 19 South to Rolling Meadows Road. Rolling Meadows Road to Garards Fort Road. Go app. 1.5 miles - mine on right. Portal No. 8 Emerald Preparatoin Plant: Route 218 South Waynesburg Pa 15370
|
Greene
|
Waynesburg
|
PA
|
|
|
|
|
|
|
|
|
|
|
|
4800732
|
Contura Coal West LLC
|
Belle Ayr Mine
|
Surface
|
Active
|
105.383056
|
44.1
|
18 miles south of Gillette on Highway 59. 2273 Bishop Road, Gillette WY 82718
|
Campbell
|
Gillette
|
WY
|
4801078
|
Contura Coal West LLC
|
Eagle Butte Mine
|
Surface
|
Active
|
105.416667
|
44.516667
|
8 Miles North of Gillette on Highway 14-16. 10023 Hwy 14-16 Gillette Wy82718
|
Campbell
|
Gillette
|
WY
|
|
|
|
|
|
|
|
|
|
|
|
4407308
|
|
Deep Mine 44 (Contract Mine)
|
Deep
|
Active
|
82º 22’ 28”
|
37º 03’ 32”
|
The mine site is located off RT.652 on Rush Branch of Open Fork of the McClure River, Access to the mine will be 1.3 miles west of Rt. 63 at Nora, Va. Then 1 mile up Rush Branch which is the haulroad at latitude 37º 03’ 32” and longitude 82º 22’ 28” in Dickenson County, Virginia. 1004 Hammons Road, Nora Va 24272
|
Dickenson
|
Nora
|
VA
|
4407129
|
|
Deep Mine 25 (Contract Mine)
|
Deep
|
Active
|
82º 31’ 44”
|
37º 08’ 06”
|
The mine site is located on RT.83, 5 miles east of Pound, Va. at latitude 37º 08’ 06” and longitude 82º 31’ 44” in Dickenson County, Virginia. 1200 Dickenson Highway Clintwood Va 24228
|
Dickenson
|
Clintwood
|
VA
|
4407217
|
|
Bear Ridge (Contract Mine)
|
Deep
|
Active
|
37º 03’ 35”
|
82º 15’ 42”
|
The mine site is located in Dickenson County approximately 2.5 miles northeast of Trammel off State Route 656. The site covers approximately6.45 acres at latitude 37º 03’ 35” and longitude 82º 15’ 42” on the Nora 7.5’ USGS Quadrangle. The mine site situated along Rush Branch of Roaring Fork. Access to the mine will be from State Route 656 2.25 miles east of State Route 63. 767 Four O Road Dante Va 24237
|
Dickenson
|
Dante
|
VA
|
4407231
|
|
Deep Mine 37 (Contract Mine)
|
Deep
|
Active
|
37º 03’ 35”
|
82º 15’ 42”
|
The mine site is located in Dickenson County approximately 6 miles from Clintwood, Va. off of The Lake Road (St. Rt. 607). Turn right onto Dwale Lane. Go approximately .7 miles to the mine. The site covers approximately 6.45 acres at latitude 37º 03’ 35” and longitude 82º 15’ 42” on the Nora 7.5’ USGS Quadrangle. The mine site situated along Rush Branch of Roaring Fork.Access to the mine will be from State Route 607 6 miles northeast of Clintwood 3 way red light at the junction of State Route 83 and The Lake Road (St. Rt. 607). 1103 Dwale Lane, Clintwood Va 24228
|
Dickenson
|
Clintwood
|
VA
|
4407306
|
|
Reedy Ridge (Contract Mine)
|
Deep
|
Active
|
37º 06’ 25.12”
|
82º 23’ 45.90”
|
The mine site is located in Dickenson County approximately 1.2 miles west of McClure off State Route 773. The site covers approximately 0.7 acres at latitude 37º 06’ 25.12” and longitude 82º 23’ 45.90” on the Caney Ridge 7.5’ USGS Quadrangle. The site is situated along Caney Creek. Access to the mine will be from State Route 773 through Dickenson-Russell Coal Company’s McClure Preparation Plant (Permit #1401833) then towards the Refuse Area. 2676 Herndon Road, McClure Va 24237
|
Dickenson
|
McClure
|
VA
|
MSHA ID
|
Operator
|
Mine Name
|
Type
|
Status
|
Longitude
|
Latitude
|
Directions to Mine
|
County
|
Nearest
Town/City
|
State
|
3600897
|
|
La Belle Dock Facility
|
Facility
|
Active
|
79.98999786
|
40.01
|
106 East Fredericktown Road, LaBelle, Pennsylvania 15450
|
Fayette
|
La Belle
|
PA
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Subject to the limitations set forth in the Security Agreement, unless otherwise agreed by the Administrative Agent, in its discretion, no later than 60 days after the Closing Date, deliver to the Administrative Agent a control agreement in respect of each deposit account, securities account or commodities account constituting Collateral identified in the Security Agreement.
|
2.
|
Within 90 days after the Closing Date (or such later date as the Administrative Agent, in its discretion, may agree), (A) deliver to the Administrative Agent executed counterparts of one or more Mortgages on all Material Real Property in a form appropriate for recording in the applicable recording office, (B) provide the Administrative Agent with such information as may be reasonably requested for the Administrative Agent to obtain “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determinations in respect of the Material Real Property and, if any Material Real Property is located in a special flood hazard area, (1) execute and return to the Administrative Agent any notice about special flood hazard area status and flood disaster assistance delivered to the Company by the Administrative Agent and (2) provide evidence of applicable flood insurance as required by Section 6.07(b)(i) if such Material Real Property constitutes Collateral, (C) deliver to the Administrative Agent customary local counsel legal opinions (which, for the avoidance of doubt, shall not include any title opinions) from counsel in such jurisdictions as the Material Real Property is located, each in form and substance reasonably satisfactory to Administrative Agent or the Collateral Agent, (D) to the extent required by the Administrative Agent, use commercially reasonable efforts to deliver to the Administrative Agent evidence of the filing of as-extracted UCC-1 financing statements in the appropriate jurisdiction and (E) payment by the Company of all mortgage recording taxes and related charges required for the recording of such Mortgages unless, in the judgment of the Administrative Agent, delivery of such materials is unnecessary to ensure the Secured Parties benefit from a perfected First Priority security interest (subject to Permitted Real Estate Encumbrances) in such Material Real Property in favor of the Collateral Agent and such flood insurance (it is understood that in lieu of any new Mortgage, mortgage supplements or any other security documents may be delivered if reasonably acceptable to the Administrative Agent).
|
3.
|
With respect to any leasehold interest of the Company or any Restricted Subsidiary that would constitute Material Real Property but for the need to obtain the consent of another Person (other than the Company or any Controlled Subsidiary) in order to grant a security interest therein, use commercially reasonable efforts to obtain such consent for no more than 150 days following the Closing Date, provided that nothing herein shall be construed as requiring the Company or any Restricted Subsidiary to pay any sums to the applicable lessor or to file suit or terminate a lease, or to threaten to do so, other than immaterial or incidental fees and expenses (it is understood, for avoidance of doubt, that, without limiting the foregoing obligations of the Company set forth in this Paragraph 3, any failure to grant a security interest in any such leasehold interest as a result of a failure to obtain a consent shall not be a Default hereunder, and, for avoidance of doubt, the Borrower and its Restricted Subsidiaries shall no longer be required to use commercially reasonable efforts to obtain any such consent after the above-mentioned time periods).
|
Debtor
|
Secured Party
|
Location
|
Filing
Number
|
Filing Date
|
Notes
|
Contura Energy Services, LLC
|
Bank of Utah, as Owner Trustee under the Trust Agreement
|
DE SOS
|
2016 4519334
|
7/26/2016
|
Lien related to the Aircraft Operating Agreement (N731BP)
|
Contura Energy Services, LLC
|
CSC Leasing Company
|
DE SOS
|
2016 5287246
|
8/30/2016
|
Equipment
|
Contura Energy Services, LLC
|
CSC Leasing Company
|
DE SOS
|
2017 0240017
|
1/11/2017
|
Equipment
|
Contura Coal West, LLC
|
Wyoming Department of Environmental Quality
|
DE SOS
|
2016 4869846
|
8/11/2016
|
Equipment
|
Contura Coal West, LLC
|
Wyoming Department of Environmental Quality
|
DE SOS
|
2016 4870083
|
8/11/2016
|
Equipment
|
Contura Coal West, LLC
|
Caterpillar Financial Services Corporation
|
DE SOS
|
2016 6589756
|
10/26/2016
|
Equipment
|
Contura Coal West, LLC
|
Joy Global Surface Mining, Inc.
|
DE SOS
|
2016 7213273
|
11/21/2016
|
Equipment
|
Contura Coal West, LLC
|
Joy Global Surface Mining, Inc.
|
DE SOS
|
2016 7213406
|
11/21/2016
|
Equipment
|
Owner
|
Investment
|
Ownership Interest
|
Contural Terminal, LLC
|
Dominion Terminal Associates
|
40.625%*
|
Contura Coal West, LLC
|
Wyoming Quality Healthcare Coalition
|
33 1/3%
|
1.
|
The loan evidenced by that certain Promissory Note, dated April 1, 2016, made by Four-O-Mining Corporation, a Virginia corporation, in favor of Paramont Contura, LLC (as assigned by Paramont Coal Company Virginia, LLC) in the amount of $180,000. As of February 2017, the amount outstanding under this loan is $122,466.42
|
1.
|
VEBA contributions for non-union retirees in an amount not to exceed $7,000,000 in the aggregate.
|
2.
|
Limited Guaranty, dated December 22, 2016, by Contura Energy, Inc. in favor of the West Virginia Department of Environmental Protection (the “
WVDEP
”) to guarantee certain payment obligations of ANR, Inc. of up to $4.5 M under the Reclamation Funding Agreement and that certain Permitting and Reclamation Plan Settlement Agreement for the State of West Virginia dated as of July 12, 2016, by and among ANR, Inc., Contura Energy, Inc. and the WVDEP.
|
3.
|
Indebtedness under that certain (i) Life Cycle Management Agreement (Model 4100 XPB, S/N ES41125), dated October 30, 2014, by and between Joy Global Surface Mining Inc. (“
Joy
”) and Contura Coal West, LLC (as successor to Alpha Coal West, Inc.) (“
Contura Coal West
”) and (ii) Life Cycle Management Agreement (Model 4100, S/N ES55301), dated October 30, 2014, by and between Joy and Contura Coal West.
|
Email:
|
andy.eidson@conturaenergy.com
|
Re:
|
Borrowing Notice (this “
Notice
”) of Contura Energy, Inc., Contura Energy, LLC, Emerald Contura, LLC, Dickenson-Russell Contura, LLC, Nicholas Contura, LLC, Contura Mining Holding, LLC, Contura Coal Resources, LLC, Contura Wyoming Land, LLC, Contura Coal Sales, LLC, Contura Energy Services, LLC, Power Mountain Contura, LLC, Cumberland Contura, LLC, Contura Pennsylvania Land, LLC, Contura Freeport, LLC, Contura European Marketing, LLC, Paramont Contura, LLC, Contura Pennsylvania Terminal, LLC, Contura CAPP Land, LLC, Contura Coal West, LLC and Contura Terminal, LLC (collectively, the “
Borrowers
”)
|
|
An Interest Period of twelve (12) months requires consent of all Lenders pursuant to the definition of “Interest Period” in the Credit Agreement.
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
CONTURA ENERGY, INC.
1
|
|
By:
|
|
|
Name:
|
|
Title:
|
Lender: [NAME OF LENDER]
|
|
New York, New York
|
Principal Amount: [$ ________________]
|
|
______________ __, ____
|
CONTURA ENERGY, INC.,
CONTURA ENERGY, LLC, EMERALD CONTURA, LLC, DICKENSON-RUSSELL CONTURA, LLC,
NICHOLAS CONTURA, LLC,
CONTURA MINING HOLDING, LLC,
CONTURA COAL RESOURCES, LLC,
CONTURA WYOMING LAND, LLC,
CONTURA COAL SALES, LLC,
CONTURA ENERGY SERVICES, LLC,
POWER MOUNTAIN CONTURA, LLC,
CUMBERLAND CONTURA, LLC,
CONTURA PENNSYLVANIA LAND, LLC,
CONTURA FREEPORT, LLC,
CONTURA EUROPEAN MARKETING, LLC, PARAMONT CONTURA, LLC, CONTURA PENNSYLVANIA TERMINAL, LLC, CONTURA CAPP LAND, LLC, CONTURA COAL WEST, LLC CONTURA TERMINAL, LLC |
|
By:
|
|
|
Name:
|
|
Title:
|
Re:
|
Swingline Loan Notice (this “
Notice
”) of Contura Energy, Inc., Contura Energy, LLC, Emerald Contura, LLC, Dickenson-Russell Contura, LLC, Nicholas Contura, LLC, Contura Mining Holding, LLC, Contura Coal Resources, LLC, Contura Wyoming Land, LLC, Contura Coal Sales, LLC, Contura Energy Services, LLC, Power Mountain Contura, LLC, Cumberland Contura, LLC, Contura Pennsylvania Land, LLC, Contura Freeport, LLC, Contura European Marketing, LLC, Paramont Contura, LLC, Contura Pennsylvania Terminal, LLC, Contura CAPP Land, LLC, Contura Coal West, LLC and Contura Terminal, LLC (collectively, the “
Borrowers
”).
|
CONTURA ENERGY, INC.
1
|
|
By:
|
|
|
Name:
|
|
Title:
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
A.
|
Consolidated EBITDA of the Company and its Restricted Subsidiaries (per Exhibit A)
|
$
|
B.
|
Non-financed Capital Expenditures (including Capital Expenditures financed with the proceeds of any Loans) paid or payable currently in cash by the Company or any of its Subsidiaries
|
$
|
C.
|
Total (A
minus
B)
|
$
|
D.
|
Fixed Charges of the Company and its Restricted Subsidiaries (per Exhibit C)
|
$
|
|
Fixed Charge Coverage Ratio (C divided by D)
|
|
Consolidated EBITDA
|
Quarter
Ended |
Quarter
Ended |
Quarter
Ended |
Quarter
Ended |
Twelve Months Ended
|
As of the last day of any period, Consolidated Net Income (per Exhibit B) for such period
plus
, without duplication:
|
|
|
|
|
|
i. consolidated interest expense, determined in accordance with GAAP
|
|
|
|
|
|
ii. to the extent deducted in computing Consolidated Net Income, the sum of all income, franchise or similar taxes (and less income tax benefits)
|
|
|
|
|
|
iii. depreciation, depletion, amortization (including, without limitation, amortization of intangibles, deferred financing fees and any amortization included in pension or other employee benefit expenses) and all other non-cash items reducing Consolidated Net Income (including, without limitation, write-downs and impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of acquisition accounting) but excluding, in each case, non-cash charges in a period which reflect cash expenses paid or to be paid in another period)
|
|
|
|
|
|
Consolidated EBITDA
|
Quarter
Ended |
Quarter
Ended |
Quarter
Ended |
Quarter
Ended |
Twelve Months Ended
|
iv. non-recurring restructuring costs, expenses and charges including, without limitation, all business optimization costs and expenses, facility opening, pre-opening and closing and consolidation costs and expenses, advisory and professional fees and stay and retention bonuses; provided that the amount of non- recurring restructuring costs, expenses and charges permitted to be added back pursuant to this clause for a four- quarter period shall not exceed 20% of Consolidated EBITDA for such period (calculated before giving effect to such add-back)
|
|
|
|
|
|
v. any expenses, costs or charges related to any equity offering, Investment permitted under Section 7.02 of the Credit Agreement, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by the indenture (whether or not successful)
|
|
|
|
|
|
vi. all non-recurring or unusual losses, charges and expenses (and less all non- recurring or unusual gains)
|
|
|
|
|
|
vii. all non-cash charges and expenses
|
|
|
|
|
|
viii. any debt extinguishment costs
|
|
|
|
|
|
ix. any amount of asset retirement obligations expenses
|
|
|
|
|
|
x. all Transaction Costs incurred in connection with the Transactions contemplated by the Credit Agreement
|
|
|
|
|
|
xi. transaction costs, fees and expenses incurred during this period in connection with any acquisition or disposition not prohibited under the Credit Agreement or any issuance of debt or equity securities by the Company or any of its Restricted Subsidiaries, in each case, for such expenses
|
|
|
|
|
|
Consolidated EBITDA
|
Quarter
Ended |
Quarter
Ended |
Quarter
Ended |
Quarter
Ended |
Twelve Months Ended
|
xii. commissions, premiums, discounts, fees or other charges relating to performance bonds, bid bonds, appeal bonds, surety bonds, reclamation and completion guarantees and other similar obligations; provided that, with respect to any Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income
|
|
|
|
|
|
= Consolidated EBITDA
|
|
|
|
|
|
Notwithstanding the foregoing, for purposes of determining First Lien Leverage Ratio and Total Leverage Ratio, Consolidated EBITDA for the fiscal quarters ended March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 shall be deemed to be $24,500,000, $24,500,000, $39,400,000 and $103,500,000, respectively.
|
|
|
|
|
|
A.
|
The net income (or loss) attributable to the Company and its Restricted Subsidiaries (unless another Person is expressly indicated) for the period covered by the financial statements delivered herewith, determined in accordance with GAAP:
|
$
|
B.
|
Excluding, without duplication:
|
|
|
1. Noncash compensation expenses related to common stock and other equity securities issued to employees:
|
$
|
|
2. Extraordinary and non-recurring gains and losses:
|
$
|
|
3. Income or losses from discontinued operations or disposal of discontinued operations or costs and expenses associated with the closure of any mines (including any reclamation or disposal obligations):
|
$
|
|
4. Any non-cash impairment charges or asset write-off resulting from the application of ASC 320 Investments-Debt and Equity Securities, ASC 323 Investments-Equity Method and Joint Ventures, ASC 350 Intangibles—Goodwill and Other and ASC 360 Property, Plant and Equipment and any future or similar ASC standards relating to impairment
|
$
|
|
5. Net unrealized gains or losses resulting in such period from non-cash foreign currency remeasurement gains or losses:
|
$
|
|
6. Net unrealized gains or losses resulting in such period from the application ASC 815 Derivatives and Hedging, in each case, for such period:
|
$
|
|
7. Non-cash charges including non-cash charges due to cumulative effects of changes in accounting principles:
|
$
|
|
8. Any net income (or loss) for such period of any Person that is not a Restricted Subsidiary or is otherwise not a Subsidiary of such Person or that is accounted for by the equity method of accounting except to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person:
|
$
|
|
9. The net income (but not loss) of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than any restriction that has been waived or released):
|
$
|
C.
|
Plus
, without duplication, any cash dividends and/or distributions actually received by the Company or a Restricted Subsidiary from any Unrestricted Subsidiary and/or Joint Venture during such period to the extent not already included therein:
|
$
|
|
Consolidated Net Income
(A – B.1 – B.2 – B.3 – B.4 – B.5 – B.6 – B.7 – B.8 – B.9 $ + C) |
$
|
A.
|
All scheduled amortization payments of principal paid or due and payable during the Measurement Period by the Company or any its Restricted Subsidiaries in respect of any Indebtedness under clause (a) of the definition of Indebtedness (including scheduled payments of the principal portion of Capital Lease Obligations
|
$
|
B.
|
Consolidated interest expense (including the interest component of payments under Capital Lease Obligations) of the Company and its Restricted Subsidiaries for the Measurement Period
|
$
|
C.
|
The aggregate amount of Federal, state, local and foreign income Taxes and franchise and similar Taxes (net of any benefit or credit) included in the determination of Consolidated Net Income paid in cash during the Measurement Period
|
$
|
D.
|
All Restricted Payments of the type described in clause (a) of the definition of Restricted Payments payable in cash during the Measurement Period to any Person other than the Company and its Restricted Subsidiaries
|
$
|
|
Fixed Charges (sum of A
plus
B
plus
C
plus
D)
|
$
|
|
Assignee is an [Affiliate][Approved Fund] of [identify Lender]
|
3. Borrowers:
|
Contura Energy, Inc., Contura Energy, LLC, Emerald Contura,LLC, Dickenson-Russell Contura, LLC, Nicholas Contura, LLC, Contura Mining Holding, LLC, Contura Coal Resources, LLC, Contura Wyoming Land, LLC, Contura Coal Sales, LLC, Contura Energy Services, LLC, Power Mountain Contura, LLC, Cumberland Contura, LLC, Contura Pennsylvania Land, LLC, Contura Freeport, LLC, Contura European Marketing, LLC, Paramont Contura, LLC, Contura Pennsylvania Terminal, LLC, Contura CAPP Land, LLC, Contura Coal West, LLC and Contura Terminal, LLC(collectively, the “
Borrowers
”)
|
5. Credit Agreement:
|
Asset-Based Revolving Credit Agreement, dated as of April 3, 2017 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “
Credit Agreement
”), by and among the Borrowers, the Guarantors party thereto, the Lenders and L/C Issuers party thereto from time to time and Citibank, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.
|
ASSIGNOR
[NAME OF ASSIGNOR]
|
|
By:
|
|
|
Name:
|
|
Title:
|
ASSIGNEE
[NAME OF ASSIGNEE]
|
|
By:
|
|
|
Name:
|
|
Title:
|
[Consented to and] Accepted:
1
|
|
CITIBANK, N.A.,
|
|
as Administrative Agent[, L/C Issuer]
2
|
|
[and Swingline Lender]
3
|
|
By:
|
|
|
Name:
|
|
Title:
|
[Consented to and]:
4
|
|
CONTURA ENERGY, INC., as the Borrower Representative
|
|
By:
|
|
|
Name:
|
|
Title:
|
CONTURA ENERGY, INC.,
CONTURA ENERGY, LLC, EMERALD CONTURA, LLC, DICKENSON-RUSSELL CONTURA, LLC, NICHOLAS CONTURA, LLC, CONTURA MINING HOLDING, LLC, CONTURA COAL RESOURCES, LLC, CONTURA WYOMING LAND, LLC, CONTURA COAL SALES, LLC, CONTURA ENERGY SERVICES, LLC, POWER MOUNTAIN CONTURA, LLC, CUMBERLAND CONTURA, LLC, CONTURA PENNSYLVANIA LAND, LLC, CONTURA FREEPORT, LLC, CONTURA EUROPEAN MARKETING, LLC, PARAMONT CONTURA, LLC, CONTURA PENNSYLVANIA TERMINAL, LLC, CONTURA CAPP LAND, LLC, CONTURA COAL WEST, LLC and CONTURA TERMINAL, LLC |
|
By:
|
|
|
Name:
|
|
Title:
|
|
Amount
|
Gross billed receivables
|
$ −
|
Ineligible -
|
$ −
|
Over 60 days past due
|
$ −
|
Credits in past due
|
$ −
|
Cross-aging
|
$ −
|
Contra accounts
|
$ −
|
Chargebacks
|
$ −
|
A/R not assignable per contract
|
$ −
|
Foreign without credit insurance
|
$ −
|
Total ineligible
|
$ −
|
Total eligible
|
$ −
|
Advance rate
|
|
Available
|
$ −
|
Gross unbilled receivables
|
$ −
|
Ineligible -
|
|
A/R not assignable per contract
|
$ −
|
Total eligible
|
$ −
|
Advance rate
|
|
Available
|
$ −
|
Gross approved foreign receivables
|
$ −
|
Advance rate
|
|
Available
|
$ −
|
Gross raw coal inventory
|
$ −
|
Ineligible -
|
|
Shrinkage reserve
|
$ −
|
Total eligible
|
$ −
|
Advance rate
|
$ −
|
Available
|
$ −
|
Gross clean coal inventory
|
$ −
|
Ineligible -
|
|
Shrinkage reserve
|
$ −
|
FOB destination shipments
|
$ −
|
Total eligible
|
$ −
|
Advance rate
|
|
Available
|
$ −
|
Grand total available
|
$ −
|
Shipping reserve - Norfolk Southern
|
|
CSX Transportation
|
$ −
|
|
Amount
|
Three Rivers
|
$ −
|
Total
|
$ −
|
Other Reserves
|
$ −
|
Net availability
|
$ −
|
Delivered at Possession Inventory included in Eligible Inventory
|
$ −
|
SECTION 1. DEFINED TERMS
|
1
|
|
|
1.1.
|
Definitions
|
1
|
|
1.2.
|
Other Definitional Provisions
|
5
|
|
SECTION 2. GRANT OF SECURITY INTEREST
|
5
|
|
|
SECTION 3. REPRESENTATIONS AND WARRANTIES
|
7
|
|
|
3.1.
|
[Reserved]
|
7
|
|
3.2.
|
Title; No Other Liens
|
7
|
|
3.3.
|
Valid, Perfected First Priority Liens
|
7
|
|
3.4.
|
Name; Jurisdiction of Organization, Etc
|
7
|
|
3.5.
|
Investment Property
|
8
|
|
3.6.
|
Commercial Tort Claims
|
9
|
|
3.7.
|
Intellectual Property
|
9
|
|
3.8.
|
Special Collateral
|
9
|
|
SECTION 4. COVENANTS
|
9
|
|
|
4.1.
|
[Reserved] ..............................................................Error! Bookmark not defined.
|
|
|
4.2.
|
Delivery of and Control of Instruments, Chattel Paper, Negotiable Documents, Investment Property
|
9
|
|
4.3.
|
Maintenance of Perfected Security Interest; Further Assurances
|
10
|
|
4.4.
|
Investment Property
|
10
|
|
4.5.
|
Voting and Other Rights with Respect to Pledged Securities
|
11
|
|
4.6.
|
Commercial Tort Claims
|
11
|
|
4.7.
|
Intellectual Property
|
11
|
|
4.8.
|
Vehicles
|
12
|
|
4.9.
|
Government Receivables
|
12
|
|
4.10.
|
Deposit Accounts
|
12
|
|
SECTION 5. REMEDIAL PROVISIONS
|
13
|
|
|
5.1.
|
Proceeds to be Turned Over To Collateral Agent
|
13
|
|
5.2.
|
Application of Proceeds
|
13
|
|
5.3.
|
Code and Other Remedies
|
13
|
|
5.4.
|
Certain Matters Relating to Receivables
|
15
|
|
5.5.
|
Effect of Securities Laws
|
15
|
|
5.6.
|
Deficiency
|
15
|
|
SECTION 6. POWER OF ATTORNEY AND FURTHER ASSURANCES
|
15
|
|
|
6.1.
|
Collateral Agent’s Appointment as Attorney-in-Fact, Etc.
|
15
|
|
6.2.
|
Authorization of Financing Statements
|
17
|
|
SECTION 7. LIEN ABSOLUTE
|
17
|
|
|
7.1.
|
Security Interest Absolute
|
17
|
|
7.2.
|
Continuing Rights
|
18
|
|
SECTION 8. THE COLLATERAL AGENT
|
18
|
|
|
8.1.
|
Authority of
|
18
|
|
8.2.
|
No Duty on the Part of Collateral Agent or Secured Parties
|
18
|
|
8.3.
|
Appointment Pursuant to Credit Agreement
|
18
|
|
8.4.
|
Hedge Bank
|
19
|
|
SECTION 9. MISCELLANEOUS
|
19
|
|
|
9.1.
|
Amendments in Writing
|
19
|
|
9.2.
|
Notices
|
19
|
|
9.3.
|
No Waiver by Course of Conduct; Cumulative Remedies
|
19
|
|
9.4.
|
[Reserved] ..............................................................Error! Bookmark not defined.
|
|
|
9.5.
|
Successors and Assigns
|
20
|
|
9.6.
|
Set-Off
|
20
|
|
9.7.
|
Counterparts
|
20
|
|
9.8.
|
Severability
|
20
|
|
9.9.
|
Section Headings
|
21
|
|
9.10.
|
Integration
|
21
|
|
9.11.
|
GOVERNING LAW
|
21
|
|
9.12.
|
Submission to Jurisdiction; Waivers
|
21
|
|
9.13.
|
Acknowledgments
|
22
|
|
9.14.
|
WAIVER OF JURY TRIAL
|
22
|
|
9.15.
|
Release.
|
22
|
|
9.16.
|
Additional Grantors
|
23
|
|
SCHEDULE 1
|
Subsidiary Parties
|
SCHEDULE 2
|
Description of Pledged Investment Property
|
SCHEDULE 3
|
Filings and Other Actions Required to Perfect Security Interests
|
SCHEDULE 4
|
Exact Legal Name, Location of Jurisdiction of Organization and Chief Executive Office
|
SCHEDULE 5
|
Commercial Tort Claims
|
SCHEDULE 6
|
United States Copyrights; Patents; Trademarks; Copyright Licenses
|
SCHEDULE 7
|
Notices
|
ANNEX 1
|
Assumption Agreement
|
ANNEX 2
|
Form of Uncertificated Securities Control Agreement
|
EXHIBIT A-1
|
Form of Copyright Security Agreement
|
EXHIBIT A-2
|
Form of Patent Security Agreement
|
EXHIBIT A-3
|
Form of Trademark Security Agreement
|
GRANTORS:
CONTURA ENERGY, INC.
CONTURA ENERGY, LLC EMERALD CONTURA, LLC DICKENSON-RUSSELL CONTURA, LLC NICHOLAS CONTURA, LLC CONTURA MINING HOLDING, LLC CONTURA COAL RESOURCES, LLC CONTURA WYOMING LAND, LLC CONTURA COAL SALES, LLC CONTURA ENERGY SERVICES, LLC POWER MOUNTAIN CONTURA, LLC CUMBERLAND CONTURA, LLC CONTURA PENNSYLVANIA LAND, LLC CONTURA FREEPORT, LLC CONTURA EUROPEAN MARKETING, LLC PARAMONT CONTURA, LLC CONTURA PENNSYLVANIA TERMINAL, LLC CONTURA CAPP LAND, LLC CONTURA COAL WEST, LLC CONTURA TERMINAL, LLC |
|
By:
|
|
|
Name:
|
|
Title:
|
COLLATERAL AGENT:
CITIBANK, N.A.,
as Collateral Agent |
|
By:
|
|
|
Name:
|
|
Title:
|
[ADDITIONAL GRANTOR],
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF GRANTOR]
|
|
By:
|
|
|
Name:
|
|
Title:
|
CITIBANK, N.A., as Collateral Agent
|
|
By:
|
|
|
Name:
|
|
Title:
|
[NAME OF ISSUER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Address
|
City
|
Zip
|
County
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
Address
|
City
|
Zip
|
County
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
By:
|
|
|
Name:
|
|
Title:
|
[ADDITIONAL BORROWER]
|
|
By:
|
|
|
Name:
|
|
Title:
|
CITIBANK, N.A.,
as Administrative Agent |
|
By:
|
|
|
Name:
|
|
Title:
|
|
|
By:
|
|
|
Name:
|
|
Title: Chief Financial Officer
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
[NAME OF PARTICIPANT]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
BORROWERS:
|
||
|
|
|
CONTURA ENERGY, INC.
|
||
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
CONTURA ENERGY, LLC
|
||
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Manager and President
|
|
|
|
CONTURA ENERGY SERVICES, LLC
|
||
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
|
|
|
CONTURA MINING HOLDING, LLC
|
||
|
|
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
EMERALD CONTURA, LLC
|
DICKENSON-RUSSELL CONTURA, LLC
|
NICHOLAS CONTURA, LLC
|
CONTURA COAL RESOURCES, LLC
|
CONTURA WYOMING LAND, LLC
|
CONTURA COAL SALES, LLC
|
POWER MOUNTAIN CONTURA, LLC
|
CUMBERLAND CONTURA, LLC
|
CONTURA PENNSYLVANIA LAND, LLC
|
CONTURA FREEPORT, LLC
|
CONTURA EUROPEAN MARKETING, LLC
|
PARAMONT CONTURA, LLC
|
CONTURA PENNSYLVANIA TERMINAL, LLC
|
CONTURA CAPP LAND, LLC
|
CONTURA COAL WEST, LLC
|
CONTURA TERMINAL, LLC
|
By:
|
/s/ C. Andrew Eidson
|
|
|
Name:
|
C. Andrew Eidson
|
|
Title:
|
Vice President and Treasurer
|
CITIBANK, N.A.
, as Administrative Agent, Lender,
L/C Issuer and Swingline Lender
|
||
|
|
|
By:
|
/s/ Allister Chan
|
|
|
Name:
|
Allister Chan
|
|
Title:
|
Vice President
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
,
as a Lender and L/C Issuer
|
||
|
|
|
By:
|
/s/ Doreen Barr
|
|
|
Name:
|
Doreen Barr
|
|
Title:
|
Authorized Signatory
|
|
|
|
By:
|
/s/ Szymon Ordys
|
|
|
Name:
|
Szymon Ordys
|
|
Title:
|
Authorized Signatory
|
BMO HARRIS BANK N.A.
,
as a Lender and L/C Issuer
|
||
|
|
|
By:
|
/s/ Jason Hoefler
|
|
|
Name:
|
Jason Hoefler
|
|
Title:
|
Managing Director
|
JEFFERIES FINANCE LLC
,
as a Lender
|
||
|
|
|
By:
|
/s/ J. Paul McDonnell
|
|
|
Name:
|
J. Paul McDonnell
|
|
Title:
|
Managing Director
|
UBS AG, STAMFORD BRANCH
,
as a Lender
|
||
|
|
|
By:
|
/s/ Craig Pearson
|
|
|
Name:
|
Craig Pearson
|
|
Title:
|
Associate Director
|
|
|
|
By:
|
/s/ Denise Bushee
|
|
|
Name:
|
Denise Bushee
|
|
Title:
|
Associate Director
|
WEBSTER BUSINESS CREDIT CORPORATION
,
as a Lender
|
||
|
|
|
By:
|
/s/ Harvey Winter
|
|
|
Name:
|
Harvey Winter
|
|
Title:
|
SVP
|
Article 1
|
||
Definitions
|
||
Section 1.01.
|
Definitions
|
1
|
Article 2
|
||
Credit Facility
|
||
Section 2.01.
|
Commitment to Make Loans
|
8
|
Section 2.02.
|
Promissory Note
|
9
|
Section 2.03.
|
Use of Proceeds
|
9
|
Section 2.04.
|
Repayment
|
9
|
Section 2.05.
|
Interest
|
9
|
Section 2.06.
|
Loans
|
9
|
Section 2.07.
|
Termination and Reduction of Commitment
|
10
|
Section 2.08.
|
Prepayment; Repayment
|
10
|
Section 2.09.
|
Payments
|
10
|
Section 2.10.
|
Mandatory Prepayments
|
10
|
Article 3
|
||
Representations and Warranties
|
||
Section 3.01.
|
Organization and Good Standing
|
11
|
Section 3.02.
|
Power and Authority: Validity of Agreement
|
11
|
Section 3.03.
|
No Violation of Laws or Agreements
|
11
|
Section 3.04.
|
Compliance
|
11
|
Section 3.05.
|
Litigation
|
12
|
Section 3.06.
|
Environmental Matters
|
12
|
Section 3.07.
|
Title to Assets
|
12
|
Section 3.08.
|
Accuracy of Information
|
12
|
Section 3.09.
|
Consents
|
12
|
Section 3.10.
|
Use of Proceeds
|
12
|
Section 3.11.
|
Anti-Corruption Laws and Sanctions
|
13
|
Article 4
|
||
Conditions
|
||
Section 4.01.
|
Effectiveness
|
13
|
Section 4.02.
|
Additional Condition to Each Loan
|
13
|
Article 5
|
||
Affirmative Covenants
|
||
Section 5.01.
|
Good Standing and Government Compliance
|
14
|
Section 5.02.
|
Financial Statements, Reports. Certificates
|
14
|
Section 5.03.
|
Taxes
|
15
|
Section 5.04.
|
Insurance
|
16
|
Section 5.05.
|
[Reserved]
|
16
|
Section 5.06.
|
Maintenance of Properties
|
16
|
Section 5.07.
|
Additional Guarantors
|
16
|
Section 5.08.
|
State Settlements
|
16
|
Section 5.09.
|
Compliance with Leases
|
16
|
Article 6
|
||
Negative Covenants
|
||
Section 6.01.
|
Change in Location; Change in Business
|
16
|
Section 6.02.
|
Mergers or Acquisitions
|
17
|
Section 6.03.
|
Distributions
|
17
|
Section 6.04.
|
Transactions with Affiliates
|
18
|
Section 6.05.
|
Use of Proceeds
|
18
|
Article 7
|
||
Default
|
||
Section 7.01.
|
Events of Default
|
18
|
Section 7.02.
|
Rights and Remedies
|
20
|
Section 7.03.
|
Remedies Cumulative; No Waiver
|
20
|
Section 7.04.
|
Demand; Protest
|
20
|
Article 8
|
||
Guarantee
|
||
Section 8.01.
|
Guarantee
|
20
|
Section 8.02.
|
Guarantee of Payment
|
20
|
Section 8.03.
|
No Limitations, etc
|
21
|
Section 8.04.
|
Reinstatement
|
22
|
Section 8.05.
|
Agreement to Pay; Subrogation and Subordination
|
22
|
Section 8.06.
|
Information
|
23
|
Article 9
|
||
Miscellaneous
|
||
Section 9.01.
|
Indemnification; Release; Expenses
|
23
|
Section 9.02.
|
Binding and Governing Law; Jurisdiction
|
24
|
Section 9.03.
|
Payment on Non-Business Days
|
24
|
Section 9.04.
|
Severability
|
24
|
Section 9.05.
|
Counterparts
|
24
|
Section 9.06.
|
Notices
|
25
|
Section 9.07.
|
Amendments, Etc
|
25
|
Section 9.08.
|
Waiver of Jury Trial
|
25
|
CONTURA ENERGY, INC., as Lender
|
|
By:
|
/s/ John DeGroote
|
|
Name:
John DeGroote
|
|
Title:
President and Secretary
|
ANR, INC., as Borrower
|
|
By:
|
/s/ David J. Stetson
|
|
Name:
David J. Stetson
|
|
Title:
President & Chief Executive Officer
|
ALEX ENERGY, LLC
ALPHA COAL SALES CO., LLC
ALPHA NATURAL RESOURCES, LLC
AMFIRE MINING COMPANY, LLC
ARACOMA COAL COMPANY, LLC
BANDMILL COAL LLC
BLACK CASTLE MINING COMPANY, LLC
BROOKS RUN MINING COMPANY, LLC
BROOKS RUN SOUTH MINING, LLC
DELBARTON MINING COMPANY, LLC
ELK RUN COAL COMPANY, LLC
ENTERPRISE MINING COMPANY, LLC
GOALS COAL COMPANY
HIGHLAND MINING COMPANY
INDEPENDENCE COAL COMPANY, LLC
JACKS BRANCH COAL COMPANY
KANAWHA ENERGY COMPANY, LLC
KEPLER PROCESSING COMPANY, LLC
KINGSTON MINING, INC.
LITWAR PROCESSING COMPANY, LLC
MARFORK COAL COMPANY, LLC
MILL BRANCH COAL LLC
NORTH FORK COAL CORPORATION
OMAR MINING COMPANY, LLC
PIGEON CREEK PROCESSING CORPORATION
PIONEER FUEL CORPORATION
POWER MOUNTAIN COAL COMPANY, LLC
REPUBLIC ENERGY, LLC
RIVERSIDE ENERGY COMPANY, LLC
ROAD FORK DEVELOPMENT COMPANY, LLC
ROCKSPRING DEVELOPMENT, INC.
RUM CREEK COAL SALES, INC.
SIDNEY COAL COMPANY, LLC
SPARTAN MINING COMPANY, LLC
STIRRAT COAL COMPANY, LLC
TRACE CREEK COAL COMPANY
as Guarantors
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By:
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/s/ Andrew Eidson
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Name:
Andrew Eidson
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Title:
Vice President
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PAGE
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1
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Definitions.
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1
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2
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Demand Registration.
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5
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3
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Shelf Registration.
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8
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4
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Piggyback Registration.
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9
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5
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Suspensions; Withdrawals; Notices
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10
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6
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Company Undertakings.
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12
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7
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Holder Undertakings
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18
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8
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Registration Expenses.
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20
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9
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Lock-Up Agreements.
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21
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10
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Information Rights.
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22
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11
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Indemnification; Contribution.
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23
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12
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Transfer of Registration Rights.
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27
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13
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Amendment, Modification and Waivers; Further Assurances.
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27
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14
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Miscellaneous.
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28
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Annex A Form of Joinder Agreement
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Telephone:
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(276) 285-2099 (until August 30, 2016)
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Facsimile:
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(276) 628-3116 (until August 30, 2016)
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Email:
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andy.eidson@conturaenergy.com
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Attention:
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William Taylor
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E-mail:
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william.taylor@davispolk.com; byron.rooney@davispolk.com
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CONTURA ENERGY, INC.
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By:
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/s/ John DeGroote
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Name: John DeGroote
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Title: Director, President and Secretary
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Address for Notice:
Contura Energy, Inc.
P.O. Box 848
Bristol, TN 37621-0848
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Highbridge Tactical Credit & Convertibles Master Fund, L.P.
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By:
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Highbridge Capital Management, LLC, as Trading Manager
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By:
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/s/ Jonathan Segal
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Name: Jonathan Segal
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Title: Managing Director
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Address:
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40 West 57
th
Street, 32
nd
Floor
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New York, NY 10019
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Telephone:
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212-287-4700
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Fax No.:
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E-mail:
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jonathan.segal@highbridge.com
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Highbridge Tactical Credit & Convertibles Master Fund, L.P.
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By:
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Highbridge Capital Management, LLC, as Trading Manager
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By:
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Name: Jonathan Segal
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Title: Managing Director
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Highbridge International LLC
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By:
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Highbridge Capital Management, LLC, as Trading Manager
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By:
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/s/ Jonathan Segal
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Name: Jonathan Segal
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Title: Managing Director
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Address:
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40 West 57
th
Street, 32
nd
Floor
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New York, NY 10019
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Telephone:
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212-287-4700
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Fax No.:
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E-mail:
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jonathan.segal@highbridge.com
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Highbridge International LLC
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By:
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Highbridge Capital Management, LLC, as Trading Manager
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By:
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Name: Jonathan Segal
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Title: Managing Director
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BlueMountain Foinaven Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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Telephone:
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Fax No.:
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E-mail:
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legalnotices@bmcm.com
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BlueMountain Foinaven Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Blue Mountain Credit Alternatives Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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Telephone:
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Fax No.:
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E-mail:
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legalnotices@bmcm.com
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Blue Mountain Credit Alternatives Master Fund L.P
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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BlueMountain Equity Alternatives Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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Telephone:
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Fax No.:
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E-mail:
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legalnotices@bmcm.com
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BlueMountain Equity Alternatives Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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BlueMountain Guadalupe Peak Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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Telephone:
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Fax No.:
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E-mail:
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legalnotices@bmcm.com
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BlueMountain Guadalupe Peak Fund L.P
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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BlueMountain Logan Opportunities Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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Telephone:
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Fax No.:
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E-mail:
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legalnotices@bmcm.com
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BlueMountain Logan Opportunities Master Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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BlueMountain Montenvers Master SCA SICAV-SIF
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By:
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BlueMountain Capital Management, LLC, its investment manager
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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|
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Telephone:
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Fax No.:
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E-mail:
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legalnotices@bmcm.com
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BlueMountain Montenvers Master SCA SICAV-SIF
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By:
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BlueMountain Capital Management, LLC, its investment manager
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|
|
|
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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BlueMountain Kicking Horse Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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|
|
|
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By:
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/s/ David M. O'Mara
|
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Name: David M. O'Mara
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Title: Deputy General Counsel
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Address:
|
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C/O BlueMountain Capital Management, LLC
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280 Park Ave, 12
th
Floor
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New York, NY 10017
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|
|
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Telephone:
|
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|
|
Fax No.:
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E-mail:
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legalnotices@bmcm.com
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BlueMountain Kicking Horse Fund L.P.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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|
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|
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By:
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/s/ David M. O'Mara
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Name: David M. O'Mara
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Title: Deputy General Counsel
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BlueMountain Timberline Ltd.
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By:
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BlueMountain Capital Management, LLC, its investment manager
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|
|
|
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By:
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/s/ David M. O'Mara
|
|
Name: David M. O'Mara
|
|
Title: Deputy General Counsel
|
Address:
|
|
C/O BlueMountain Capital Management, LLC
|
|
280 Park Ave, 12
th
Floor
|
|
New York, NY 10017
|
|
|
|
Telephone:
|
|
|
|
Fax No.:
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|
|
|
E-mail:
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legalnotices@bmcm.com
|
BlueMountain Timberline Ltd.
|
|
By:
|
BlueMountain Capital Management, LLC, its investment manager
|
|
|
|
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By:
|
/s/ David M. O'Mara
|
|
Name: David M. O'Mara
|
|
Title: Deputy General Counsel
|
Bay Street Holdings, LLC Series 22 - Contura Energy
|
|
|
|
By:
|
/s/ John T. Rudy
|
|
Name: John T. Rudy
|
|
Title: President
|
Address:
|
|
111 West Monroe St.
|
|
Chicago, Illinois 60603
|
|
|
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Telephone:
|
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Fax No.:
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E-mail:
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[HOLDER]
|
|
|
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By:
|
|
|
Name:
|
|
Title:
|
[
HOLDER
]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Date:
|
|
Address:
|
|
|
|
|
|
|
|
Phone Number:
|
|
Facsimile Number:
|
|
E-mail for Notice:
|
|
I.R.S. I.D. Number:
|
|
Amount of Registrable Securities Acquired:
|
|
[
HOLDER
]
|
|
By:
|
|
|
Name:
|
|
Title:
|
(a)
|
Section 10(a)(i) is hereby amended and restated as follows:
|
(b)
|
Section 10(a)(ii) is hereby amended and restated as follows:
|
(c)
|
Section 10(b) is hereby amended and restated as follows:
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ Mark M. Manno
|
|
Name:
Mark M. Manno
|
|
Title:
EVP, General Counsel, Secretary & CPO
|
Highbridge Tactical Credit & Convertibles Master Fund, L.P.
By: Highbridge Capital Management, LLC, as Trading Manager |
|
By:
|
/s/ Jason Hempel
|
|
Name: Jason Hempel
|
|
Title: Managing Director
|
Highbridge International LLC
By: Highbridge Capital Management, LLC, as Trading Manager |
|
By:
|
/s/ Jason Hempel
|
|
Name: Jason Hempel
|
|
Title: Managing Director
|
BlueMountain Foinaven Master Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Equity Alternatives Master Fund
L.P. By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Guadalupe Peak Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Logan Opportunities Master Fund
L.P. By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Montenvers Master SCA SICAV-
SIF By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Kicking Horse Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Timberline Ltd.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: EVP, General Counsel, Secretary & CPO
|
1992 Tactical Credit Master Fund, L.P.
By: Highbridge Capital Management, LLC, as Trading Manager |
|
By:
|
/s/ Jonathan Segal
|
|
Name: Jonathan Segal
|
|
Title: Managing Director
|
1992 MSF International Ltd.
By: Highbridge Capital Management, LLC, as Trading Manager |
|
By:
|
/s/ Jonathan Segal
|
|
Name: Jonathan Segal
|
|
Title: Managing Director
|
BlueMountain Foinaven Master Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Equity Alternatives Master Fund
L.P. By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Guadalupe Peak Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Logan Opportunities Master Fund
L.P. By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Montenvers Master SCA SICAV-
SIF By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Kicking Horse Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Timberline Ltd.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
(a)
|
Section 10(b) of the Registration Rights Agreement, as amended and restated by Amendment No. 1 and Amendment No. 2, is hereby amended and restated as follows:
|
(b)
|
Section 14(o) of the Registration Rights Agreement, as amended and restated by Amendment No. 1 and Amendment No. 2, is hereby amended and restated as follows:
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: EVP, Chief Administrative & Legal Officer and Secretary
|
1992 Tactical Credit Master Fund, L.P.
By: Highbridge Capital Management, LLC, as Trading Manager |
|
By:
|
/s/ Jonathan Segal
|
|
Name: Jonathan Segal
|
|
Title: Managing Director
|
1992 MSF International Ltd.
By: Highbridge Capital Management, LLC, as Trading Manager |
|
By:
|
/s/ Jonathan Segal
|
|
Name: Jonathan Segal
|
|
Title: Managing Director
|
BlueMountain Foinaven Master Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Equity Alternatives Master Fund
L.P. By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Guadalupe Peak Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Logan Opportunities Master Fund
L.P. By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Montenvers Master SCA SICAV-
SIF By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Kicking Horse Fund L.P.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
BlueMountain Timberline Ltd.
By: BlueMountain Capital Management, LLC, its investment manager |
|
By:
|
/s/ David M. O’Mara
|
|
Name: David M. O’Mara
|
|
Title: Deputy General Counsel
|
•
|
liability for, and amount of, the Working Capital Adjustment;
|
•
|
ownership of the tax credits identified on
Schedule A
hereto (collectively, the "
Virginia Coal Tax Credit
");
|
•
|
ownership of the equipment identified on
Schedule B
and
Schedule C
hereto;
|
•
|
the treatment of certain trade payables, postpetition property taxes and other Liabilities as either Excluded Liabilities or Assumed Liabilities, including as identified on
Schedule D
,
Schedule E
and
Schedule F
hereto;
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ Andrew Eidson
|
|
Name: Andrew Eidson
|
|
Title: EVP - Chief Financial Officer
|
ANR, INC.
, for itself and on behalf of all Reorganized Debtors
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: SVP, General Counsel and Secretary
|
|
OLD ANR, LLC
, for itself and on behalf of all Sellers in its capacity as Sellers’ Representative
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: SVP, General Counsel and Secretary
|
|
Reorganized
Debtor |
Accounts
|
Account Description
|
Period Year
|
Estimated
Credit |
||
Dickenson‑Russell Coal Company, LLC
|
115225, 190310, 190315
|
VA CEET Credit, net
|
2016
|
|
$1,728,885.46
|
|
Paramont Coal Company, LLC
|
115225, 190310, 190315
|
VA CEET Credit, net
|
2016
|
|
$12,282,156.48
|
|
Total
|
|
$14,011,041.94
|
|
Asset Serial Number
|
Asset Description
|
EAM Number
|
Asset Minor Category
|
141075
|
495BI BUCYRUS
|
103495
|
SHOVEL - BI 495
|
141075
|
NEW BASE FOR OPERATOR CAB FOR 495 SHOVEL
|
103495
|
SHOVEL - BI 495
|
141075
|
NEW INERGEN FIRE SUPPRESSION SYSTEM 495 SHOVEL
|
|
SHOVEL - BI 495
|
141075
|
SHOVEL TRACKS FOR 495 BI BUCYRUS
|
103495
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS-REBUILD
|
103495
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
141075
|
495BI BUCYRUS
|
|
SHOVEL - BI 495
|
50581
|
Komatsu 830E Rock Truck - LBO
|
1238501
|
HAULAGE TRUCKS - OFF HIGHWAY
|
100572
|
Komatsu 830E Haul Truck 1.0
|
1238503
|
HAULAGE TRUCKS - OFF HIGHWAY
|
100635
|
Komatsu 830E Haul Truck
|
1238502
|
HAULAGE TRUCKS - OFF HIGHWAY
|
130604
|
KOMATSU 830E TRUCK WITH BRIDGESTON TIRES LBO
|
1238500
|
HAULAGE TRUCKS - OFF HIGHWAY
|
•
|
Mouse houses / trailing cable connection boxes (approx. 8-10 units)
|
•
|
12470 / 7200 Substation
|
•
|
Trailing cable (approx. 6,000 - 8,000 ft.)
|
Asset Serial Number
|
Asset Description
|
EAM
Number |
Asset Number
|
Asset Minor Category
|
141085
|
Shovel Upgrade-1 GBT
|
1031600
|
21832
|
SHOVEL - Bl 495
|
141085
|
Bucyrus 495 Shovel Swing System
|
1031600
|
49272
|
SHOVEL - Bl 495
|
141085
|
Bucket Rebuild (with door)
|
1031600
|
S0681
|
SHOVEL - Bl 495
|
141085
|
495 BlBucyrus
|
1031600
|
51790
|
SHOVEL - Bl 495
|
141085
|
495 BlBucyrus
|
1031600
|
51793
|
SHOVEL - BJ 495
|
141085
|
495 BlBucyrus
|
1031600
|
51794
|
SHOVEL - Bl 495
|
141085
|
495 BJBucyrus
|
1031600
|
51798
|
SHOVEL - Bl 495
|
141085
|
Rebuild Rails& Rollers on Bucyrus 495 Shovel
|
1031600
|
51890
|
SHOVEL - Bl 495
|
141085
|
Undercarriage Rebuild Bucyrus 495 Shovel
|
1031600
|
51892
|
SHOVEL - Bl 495
|
141085
|
495 BlBucyrus
|
1031600
|
52340
|
SHOVEL - Bl 495
|
Y
EAR
|
P
AYMENT
D
ATES
|
A
GGREGATE
A
NNUAL
P AYMENT A MOUNT |
2017
|
July 1, October 1
|
$1,000,000
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$15,000,000
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
/s/ Mark M. Manno
|
By: Mark M. Manno
|
Its: EVP, General Counsel, CPO & Secretary
|
|
CONTURA ENERGY, INC.
|
/s/ John DeGroote
|
By: John DeGroote
|
Its: President and Secretary
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
/s/ Kristin A. Boggs
|
By: Kristin A. Boggs
|
Its: General Counsel
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
/s/ James Hafliger
|
By: James Hafliger
|
Its: Office of Mines and Minerals Director
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
/s/ Allen Cottrell
|
By: Allen Cottrell
|
Its: Commissioner
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
/s/ Joseph G. Pizarchik
|
By: Joseph G. Pizarchik
|
Its: Director
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
/s/ John W. Warren
|
By: John W. Warren
|
Its: Director
|
|
|
|
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502393
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505389
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505489
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
WV1016938
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O504286
|
TRACE CREEK COAL COMPANY
|
WV
|
Ban
d
m
ill
|
O504691
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S504186
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S506288
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S505389
|
ALEX ENERGY, INC.
|
WV
|
Bandmill
|
D001982
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
U500500
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O005082
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
U021383
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O501104
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
P501114
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503408
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
S508486
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
U009283
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bandmill
|
S500104
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bens Creek
–
Black Bear
|
U501391
|
COBRA NATURAL RESOURCES
,
LLC
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503897
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O002685
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O500788
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O502386
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O504191
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek
–
Black Bear
|
O505088
|
COBRA NATURAL RESOURCES
,
LLC
|
WV
|
Bens Creek – Black Bear
|
S401395
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S504988
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500498
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500590
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503592
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503792
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek
–
Black Bear
|
U504491
|
COBRA NATURAL RESOURCES
,
LLC
|
WV
|
Bens Creek – Black Bear
|
S400400
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501307
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S502099
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501608
|
PREMIUM ENERGY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucum
b
er
|
U007584
|
RIVERSIDE ENERGY COMPANY
,
LLC
|
WV
|
Cucumber
|
U402387
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Delbarton
|
P502112
|
DELBARTON MINING COMPANY
|
WV
|
Elk Run
|
O506086
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
O004383
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
Prospect
|
ELK RUN COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Elk Run
|
U066300
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
P502213
|
PERFORMANCE COAL COMPANY
|
WV
|
Elk Run
|
P300114
|
PERFORMANCE COAL COMPANY
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H052900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H056200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200301
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200787
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S102690
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200205
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200401
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200493
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200593
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200609
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P052600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P201414
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P202014
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
R062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S007185
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051600
|
BROOKS RUN MINING COMPANY
,
LLC
|
WV
|
Erbacon
|
U102691
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201005
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201400
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201689
|
BROOKS RUN MINING COMPANY
,
LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
UO35900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D000782
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011082
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
I048200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P203507
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200310
|
BROOKS RUN MINING COMPANY
,
LLC
|
WV
|
Erbacon
|
S200487
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201498
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U307186
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D004781
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H047100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
E
r
b
acon
|
U101991
|
BROOKS RUN MINING COMPANY
,
LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Erbacon
|
U200105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011382
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
R067300
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
O100898
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100893
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
U301799
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
U301406
|
MARFORK COAL COMPANY, INC.
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
P064200
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R067100
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U306686
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
H035600
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R069000
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U300409
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U302912
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U301407
|
GREEN VALLEY COAL COMPANY
|
WV
|
Inman Admiral
|
D010182
|
BLACK CASTLE MINING COMPANY
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S601189
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman
Ad
m
i
ra
l
|
S602688
|
ELK RUN COAL COMPANY
,
INC
.
|
WV
|
Inman Admiral
|
S501400
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
O509588
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
S007076
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
U040300
|
OMAR MINING COMPANY
|
WV
|
Kepler
|
R063000
|
DUCHESS COAL COMPANY
|
WV
|
Kepler
|
D006982
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O010783
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O017483
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
U058900
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O005983
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
O007882
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400896
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S401298
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
U503496
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
U503596
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
NPDES WV 1012207
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U047100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Ke
p
ler
|
U402195
|
RIVERSIDE ENERGY COMPANY
,
LLC
|
WV
|
Kepler
|
U400196
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400295
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400595
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400695
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400697
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400901
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401100
|
RIVERSIDE ENERGY COMPANY
,
LLC
|
WV
|
Kepler
|
U401300
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401497
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401200
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kingston
|
P300115
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
P301012
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
P301413
|
KINGSTON RESOURCES
,
INC
.
|
WV
|
Kingston
|
Prospect No. 9
|
KINGSTON RESOURCES, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Liberty
|
U501887
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501992
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U002685
|
INDEPENDENCE COAL COMPANY
,
INC
.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501106
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Lib
er
t
y
|
U500594
|
INDEPENDENCE COAL COMPANY
,
INC
.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U502191
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U501892
|
OMAR MINING COMPANY
|
WV
|
Litwar
|
P402708
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Litwar
|
O011783
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
O007583
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
P300514
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
U400102
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014483
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014883
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Mammoth
|
P302013
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P303212
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P304412
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
S004577
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007085
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008379
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S301491
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S303790
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S600886
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U005584
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U300990
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U302200
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U601889
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S000684
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007885
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008883
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
Z000481
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U045400
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U301500
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
E010300
|
KANAWHA ENERGY COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Mammoth
|
E011000
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O304391
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P071300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303611
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
R064900
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S300691
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S304589
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S600988
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S602389
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300904
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U301290
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P300205
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P301111
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303310
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammo
th
|
P303511
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S303390
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O301907
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300504
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300896
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U302099
|
KANAWHA ENERGY COMPANY
|
WV
|
Marfork
|
|
BOONE EAST DEVELOPMENT CO.
|
WV
|
Marfork
|
P300515
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
D004081
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
S014278
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U008383
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U013000
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
P500213
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Marfork
|
P300415
|
KINGSTON MINING, INC.
|
WV
|
Marfork
|
P301513
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
Pending
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U301394
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
P301011
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
S300809
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
E003800
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
S011977
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S400596
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S401595
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
O400708
|
PIONEER FUEL CORPORATION
|
WV
|
Martin County
|
E001700
|
GREYEAGLE COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Martin County
|
O013983
|
GREYEAGLE COAL COMPANY
|
WV
|
Nicholas
|
S005185
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300199
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY
,
INC
.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S006385
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U302494
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300907
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Ni
c
h
oas
l
|
S301405
|
ALEX ENERGY
,
INC
.
|
WV
|
Nicholas
|
S302003
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301192
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301806
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
H015500
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O002184
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O004183
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300293
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300589
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O301286
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O302093
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S300590
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U300489
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U302194
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O010983
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S008776
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U026900
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U045800
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U065700
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U067600
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300895
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
D003181
|
RAWL SALES
&
PROCESSING COMPANY
|
WV
|
Rawl
|
O507892
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U066700
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U507192
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O504989
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
P057200
|
RAWL SALES
&
PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rockspring
|
Prospect
|
LAUREL CREEK CO., INC.
|
WV
|
Rockspring
|
U500601
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507292
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
S504689
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O501090
|
ARACOMA COAL COMPANY
,
INC
.
|
WV
|
Rockspring
|
U507692
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U500304
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U501091
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U502006
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O505491
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
U002584
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
R
oc
k
spr
i
ng
|
P501014
|
ROCKSPRING DEVELOPMENT
,
INC
.
|
WV
|
Rockspring
|
Pending
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
O503290
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
U501087
|
STIRRAT COAL COMPANY
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502408
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U301695
|
PERFORMANCE COAL COMPANY
|
WV
|
Twilight
|
U501295
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
O501496
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
O507891
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
U501198
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S500398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502396
|
INDEPENDENCE COAL COMPANY
,
INC
.
|
WV
|
Twilight
|
U502196
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twin Star
|
S401197
|
TWIN STAR MINING, INC. - WV
|
WV
|
Unassigned
|
P500612
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
White Flame
|
S501501
|
WHITE FLAME ENERGY, INC.
|
WV
|
White Flame
|
S502097
|
WHITE FLAME ENERGY, INC.
|
WV
|
Wabash
|
39
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
276
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
290
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
158
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
Prospect
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
298
|
WABASH MINE HOLDING COMPANY
|
IL
|
Coalgood
|
8480322
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480324
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
C
oa
l
good
|
8480325
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485533
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487037
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487038
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487039
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488083
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488084
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489031
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489032
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
6805012
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800014
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800062
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Martin County
|
8800207
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805179
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805182
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805188
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805189
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805190
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8807000
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807002
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808008
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8808015
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808016
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808017
|
PETER CAVE MINING COMPANY
|
KY
|
Roxana
|
8675269
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
2985329
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
2985332
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8365601
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8585079
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8980573
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984146
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984399
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984400
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984424
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984430
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8985167
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985736
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985742
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985977
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985986
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987025
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987094
|
ROAD FORK DEVELOPMENT COMPANY
,
|
KY
|
Sidney
|
8988168
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8988170
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989156
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989159
|
LONG FORK COAL COMPANY
|
KY
|
Coalgood
|
8485532
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485535
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Marnti County
|
8805187
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Roxana
|
8675272
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675279
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675280
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675282
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
8984029
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984194
|
SIDNEY COAL COMPANY, INC.
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Sidney
|
8984431
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984433
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984434
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984435
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984436
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984496
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985739
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Martin County
|
8805175
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805186
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Sidney
|
8980835
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8980932
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984095
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987082
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Coalg ood
|
8485536
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
8800215
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805147
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805180
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807001
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808010
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Rawl
|
8984439
|
NEW RIDGE MINING COMPANY
|
KY
|
Roxana
|
8675268
|
ENTERPRISE MINING COMPANY
,
LLC
|
KY
|
Roxana
|
8675278
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675283
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
4985319
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
6985333
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8980639
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980914
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980915
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980947
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984223
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984418
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984432
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984437
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8985579
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985646
|
SIDNEY COAL COMPANY
,
INC
.
|
KY
|
Sidney
|
8985647
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985649
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985735
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985745
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985746
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985751
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sid
ney
|
8989160
|
NEW RIDGE MINING COMPANY
|
KY
|
Twin Star
|
1101960
|
TWIN STAR MINING, INC.
|
VA
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Twin Star
|
1101961
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101966
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101967
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101968
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101981
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201969
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201970
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201973
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301956
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301962
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1801971
|
TWIN STAR MINING, INC.
|
VA
|
TCC
|
2475
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2904
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2885
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2664
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2957
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2982
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2725
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2710
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2882297
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82144
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2282293
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82201
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82077
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2883130
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2283116
|
TENNESSEE CONSOLIDATED COAL CO
.
|
TN
|
TCC
|
82191
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
2.
|
Funding of the Restricted Cash Reclamation Accounts by ANR.
|
Year
|
Payment Dates
|
Aggregate Annual Payment Amount
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$14,000,000
|
ANR, INC.,
/s/ Andrew B. McCallister
___________________________________
By: Andrew B. McCallister
Its: Senior Vice President, General Counsel and Secretary
CONTURA ENERGY, INC.
/s/ Mark M. Manno
___________________________________
By: Mark M. Manno
Its: EVP, General Counsel, Secretary and CPO
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
/s/ Kristin A. Boggs
___________________________________
By: /s/ Kristin A. Boggs
Its: General Counsel
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
/s/ Thomas A. Benner
___________________________________
By: Thomas A. Benner
Its: Director of Mines and Minerals
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
/s/ Charles G. Snavely
___________________________________
By: Charles G. Snavely
Its: Secretary
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
/s/ Glenda H. Owens
___________________________________
By: Glenda H. Owens
Its: Acting Director
LEXINGTON COAL COMPANY, LLC
/s/ Steven R. Poe
___________________________________
By: Steven R. Poe
Its: Manager
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
/s/ John Warren
___________________________________
By: John Warren
Its: Director
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates
/s/ Mark M. Manno
_________________________________
By: Mark M. Manno
Its: EVP, General Counsel, CPO & Secretary
|
UNITED STATES DEPARTMENT OF THE INTERIOR, ON BEHALF OF: (I) THE OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT, INCLUDING IN ITS CAPACITY AS THE REGULATORY AUTHORITY OVER SURFACE MINING OPERATIONS IN THE STATE OF TENNESSEE; (II) OFFICE OF NATURAL RESOURCES REVENUE; AND (III) THE BUREAU OF LAND MANAGEMENT
/s/ Janice M. Schneider
___________________________________
By: Janice M. Schneider
Its: Assistant Secretary
Land and Minerals Management
|
CITICORP NORTH AMERICA, INC.,
AS FIRST LIEN AGENT
/s/ Dale Goncher
__________________________________
By: Dale Goncher
Its: Vice President
|
CONTURA ENERGY, INC.
/s/ John DeGroote
___________________________________
By: John DeGroote
Its: President and Secretary
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
By:
|
/s/ Mark M. Manno
|
|
By:
|
/s/ Allen Luttrell
|
|
Name: Mark M. Manno
|
|
|
Name: Allen Luttrell
|
|
Title: EVP, General Counsel, CPO & Secretary
|
|
|
Title: Commissioner
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
|
||
By:
|
/s/ John DeGroote
|
|
|
|
|
Name: John DeGroote
|
|
|
|
|
Title: President and Secretary
|
|
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
COUNTY
|
STATUS
|
Roxana
|
8605285
|
ENTERPRISE MINING COMPANY, LLC
|
Knott
|
Active
|
Roxana
|
8677024
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Active
|
Roxana
|
8678051
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Active
|
Roxana
|
8678052
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Active
|
Sidney
|
8985168
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Active
|
Sidney
|
8985818
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Active
|
Sidney
|
8988106
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Active
|
Sidney
|
8989157
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Active
|
Coalgood
|
8480322
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8480324
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8480325
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8485533
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8487037
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8487038
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8487039
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8488083
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8488084
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8489031
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Coalgood
|
8489032
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Martin County
|
6805012
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8800014
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8800062
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8800207
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8805179
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8805182
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8805188
|
PETER CAVE MINING COMPANY
|
Martin
|
Reclaim-Only
|
Martin County
|
8805189
|
PETER CAVE MINING COMPANY
|
Martin
|
Reclaim-Only
|
Martin County
|
8805190
|
PETER CAVE MINING COMPANY
|
Martin
|
Reclaim-Only
|
Martin County
|
8807000
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8807002
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8808008
|
PETER CAVE MINING COMPANY
|
Martin
|
Reclaim-Only
|
Martin County
|
8808015
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8808016
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8808017
|
PETER CAVE MINING COMPANY
|
Martin
|
Reclaim-Only
|
Roxana
|
8675269
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Sidney
|
2985329
|
ISLAND CREEK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Sidney
|
2985332
|
ISLAND CREEK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Sidney
|
8365601
|
BELFRY COAL CORPORATION
|
Floyd
|
Reclaim-Only
|
Sidney
|
8585079
|
BELFRY COAL CORPORATION
|
Johnson
|
Reclaim-Only
|
Sidney
|
8980573
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984146
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984399
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984400
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984424
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
COUNTY
|
STATUS
|
Sidney
|
8984430
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985167
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985736
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985742
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985977
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985986
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8987025
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8987094
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8988168
|
LONG FORK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Sidney
|
8988170
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8989156
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8989159
|
LONG FORK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Coalgood
|
8485532
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan County
|
Reclaim-Only
|
Coalgood
|
8485535
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Martin County
|
8805187
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Roxana
|
8675272
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Roxana
|
8675279
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Roxana
|
8675280
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Roxana
|
8675282
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Sidney
|
8984029
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984194
|
SIDNEY COAL COMPANY, INC.
|
Martin & Pike
|
Reclaim-Only
|
Sidney
|
8984431
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984433
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984434
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984435
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984436
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984496
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985739
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Martin County
|
8805175
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8805186
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Sidney
|
8980835
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8980932
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984095
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8987082
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Coalgood
|
8485536
|
HARLAN RECLAMATION SERVICES LLC
|
Harlan
|
Reclaim-Only
|
Martin County
|
8800215
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8805147
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8805180
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8807001
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Martin County
|
8808010
|
MARTIN COUNTY COAL CORPORATION
|
Martin
|
Reclaim-Only
|
Rawl
|
8984439
|
NEW RIDGE MINING COMPANY
|
Pike
|
Reclaim-Only
|
Roxana
|
8675268
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
COUNTY
|
STATUS
|
Roxana
|
8675278
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Roxana
|
8675283
|
ENTERPRISE MINING COMPANY, LLC
|
Letcher
|
Reclaim-Only
|
Sidney
|
4985319
|
ISLAND CREEK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Sidney
|
6985333
|
ISLAND CREEK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Sidney
|
8980639
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8980914
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8980915
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8980947
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984223
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984418
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984432
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8984437
|
LONG FORK COAL COMPANY
|
Pike
|
Reclaim-Only
|
Sidney
|
8985579
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985646
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985647
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985649
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985735
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985745
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985746
|
SIDNEY COAL COMPANY, INC.
|
Pike
|
Reclaim-Only
|
Sidney
|
8985751
|
SIDNEY COAL COMPANY, INC.
|
Sidney
|
Reclaim-Only
|
Sidney
|
8989160
|
NEW RIDGE MINING COMPANY
|
Pike
|
Reclaim-Only
|
4.
|
Funding of the Restricted Cash Reclamation
Accounts by the Reorganized Debtors. |
6.
|
Funding of the Reorganized Debtors’ Water Treatment Obligations Pursuant to the Water Treatment Stipulation
|
Year
|
Payment Dates
|
Aggregate Annual Payment Amount
|
2017
|
July 1, October 1
|
$1,000,000
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$15,000,000
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
/s/ Mark M. Manno
|
|
/s/ Allen Luttrell
|
||
By: Mark M. Manno
|
|
By: Allen Luttrell
|
||
Its: EVP, General Counsel, CPO & Secretary
|
|
Its: Commissioner
|
||
|
|
|
||
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING RECLAMATION AND ENFORCEMENT
|
||
/s/ John DeGroote
|
|
/s/ Joseph G. Pizarchik
|
||
By: John DeGroote
|
|
By: Joseph G. Pizarchik
|
||
Its: President and Secretary
|
|
Its: Director
|
||
|
|
|
|
|
|
|
|
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
/s/ Kristin A. Boggs
|
|
/s/ John W. Warren
|
||
By: Kristin A. Boggs
|
|
By: John W. Warren
|
||
Its: General Counsel
|
|
Its: Director
|
||
|
|
|
|
|
|
|
|
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
/s/ James Hafliger
|
|
|
||
By: James Hafliger
|
|
|
||
Its: Office of Mines and Minerals Director
|
|
|
||
|
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502393
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505389
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505489
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
WV1016938
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O504286
|
TRACE CREEK COAL COMPANY
|
WV
|
Band mill
|
O504691
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S504186
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S506288
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S505389
|
ALEX ENERGY, INC.
|
WV
|
Bandmill
|
D001982
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
U500500
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O005082
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
U021383
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O501104
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
P501114
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503408
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S508486
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
U009283
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bandmill
|
S500104
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503897
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O002685
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O500788
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O502386
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O504191
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O505088
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S401395
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S504988
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500498
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500590
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503592
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503792
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U504491
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S400400
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501307
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S502099
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501608
|
PREMIUM ENERGY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U007584
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Cucumber
|
U402387
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Delbarton
|
P502112
|
DELBARTON MINING COMPANY
|
WV
|
Elk Run
|
O506086
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
O004383
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
Prospect
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
U066300
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
P502213
|
PERFORMANCE COAL COMPANY
|
WV
|
Elk Run
|
P300114
|
PERFORMANCE COAL COMPANY
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H052900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H056200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200301
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200787
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S102690
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200205
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200401
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200493
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200593
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200609
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P052600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P201414
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P202014
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
R062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S007185
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Erbacon
|
U102691
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201005
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201400
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201689
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
UO35900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D000782
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011082
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
I048200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P203507
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200310
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200487
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201498
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U307186
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D004781
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H047100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U101991
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011382
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
R067300
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
O100898
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100893
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
U301799
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
U301406
|
MARFORK COAL COMPANY, INC.
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
P064200
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R067100
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U306686
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
H035600
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R069000
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U300409
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U302912
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U301407
|
GREEN VALLEY COAL COMPANY
|
WV
|
Inman Admiral
|
D010182
|
BLACK CASTLE MINING COMPANY
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S601189
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S501400
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
O509588
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
S007076
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
U040300
|
OMAR MINING COMPANY
|
WV
|
Kepler
|
R063000
|
DUCHESS COAL COMPANY
|
WV
|
Kepler
|
D006982
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O010783
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O017483
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
U058900
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O005983
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
O007882
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400896
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S401298
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
U503496
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
U503596
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
NPDES WV 1012207
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U047100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U402195
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400196
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400295
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400595
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400695
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400697
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400901
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Kepler
|
U401300
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401497
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401200
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kingston
|
P300115
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
P301012
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
P301413
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
Prospect No. 9
|
KINGSTON RESOURCES, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501887
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501992
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U002685
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501106
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500594
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U502191
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U501892
|
OMAR MINING COMPANY
|
WV
|
Litwar
|
P402708
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Litwar
|
O011783
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
O007583
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
P300514
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
U400102
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014483
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014883
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Mammoth
|
P302013
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P303212
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P304412
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
S004577
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007085
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008379
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S301491
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S303790
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S600886
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U005584
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U300990
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U302200
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U601889
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S000684
|
JACKS BRANCH COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Mammoth
|
S007885
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008883
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
Z000481
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U045400
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U301500
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
E010300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
E011000
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O304391
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P071300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303611
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
R064900
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S300691
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S304589
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S600988
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S602389
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300904
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U301290
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P300205
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P301111
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303310
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303511
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S303390
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O301907
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300504
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300896
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U302099
|
KANAWHA ENERGY COMPANY
|
WV
|
Marfork
|
|
BOONE EAST DEVELOPMENT CO.
|
WV
|
Marfork
|
P300515
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
D004081
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
S014278
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U008383
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U013000
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
P500213
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Marfork
|
P300415
|
KINGSTON MINING, INC.
|
WV
|
Marfork
|
P301513
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
Pending
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U301394
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
P301011
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
S300809
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
E003800
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
S011977
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S400596
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S401595
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
O400708
|
PIONEER FUEL CORPORATION
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Martin County
|
E001700
|
GREYEAGLE COAL COMPANY
|
WV
|
Martin County
|
O013983
|
GREYEAGLE COAL COMPANY
|
WV
|
Nicholas
|
S005185
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300199
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S006385
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U302494
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300907
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S302003
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301192
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301806
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
H015500
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O002184
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O004183
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300293
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300589
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O301286
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O302093
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S300590
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U300489
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U302194
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O010983
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S008776
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U026900
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U045800
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U065700
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U067600
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300895
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
D003181
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Rawl
|
O507892
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U066700
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U507192
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O504989
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
P057200
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rockspring
|
Prospect
|
LAUREL CREEK CO., INC.
|
WV
|
Rockspring
|
U500601
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507292
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
S504689
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O501090
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507692
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U500304
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U501091
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U502006
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O505491
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
U002584
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
P501014
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
Pending
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
O503290
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
U501087
|
STIRRAT COAL COMPANY
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502408
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Twilight
|
U301695
|
PERFORMANCE COAL COMPANY
|
WV
|
Twilight
|
U501295
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
O501496
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
O507891
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
U501198
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S500398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502396
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U502196
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twin Star
|
S401197
|
TWIN STAR MINING, INC. - WV
|
WV
|
Unassigned
|
P500612
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
White Flame
|
S501501
|
WHITE FLAME ENERGY, INC.
|
WV
|
White Flame
|
S502097
|
WHITE FLAME ENERGY, INC.
|
WV
|
Wabash
|
39
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
276
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
290
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
158
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
Prospect
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
298
|
WABASH MINE HOLDING COMPANY
|
IL
|
Coalgood
|
8480322
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480324
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480325
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485533
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487037
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487038
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487039
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488083
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488084
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489031
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489032
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
6805012
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800014
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800062
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800207
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805179
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805182
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805188
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805189
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805190
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8807000
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807002
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808008
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8808015
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808016
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808017
|
PETER CAVE MINING COMPANY
|
KY
|
Roxana
|
8675269
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
2985329
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
2985332
|
ISLAND CREEK COAL COMPANY
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Sidney
|
8365601
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8585079
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8980573
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984146
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984399
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984400
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984424
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984430
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8985167
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985736
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985742
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985977
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985986
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987025
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987094
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8988168
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8988170
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989156
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989159
|
LONG FORK COAL COMPANY
|
KY
|
Coalgood
|
8485532
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485535
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Marnti County
|
8805187
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Roxana
|
8675272
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675279
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675280
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675282
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
8984029
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984194
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984431
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984433
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984434
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984435
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984436
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984496
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985739
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Martin County
|
8805175
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805186
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Sidney
|
8980835
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8980932
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984095
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987082
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Coalgood
|
8485536
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
8800215
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805147
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805180
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807001
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808010
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Rawl
|
8984439
|
NEW RIDGE MINING COMPANY
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Roxana
|
8675268
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675278
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675283
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
4985319
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
6985333
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8980639
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980914
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980915
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980947
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984223
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984418
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984432
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984437
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8985579
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985646
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985647
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985649
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985735
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985745
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985746
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985751
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989160
|
NEW RIDGE MINING COMPANY
|
KY
|
Twin Star
|
1101960
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101961
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101966
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101967
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101968
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101981
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201969
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201970
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201973
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301956
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301962
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1801971
|
TWIN STAR MINING, INC.
|
VA
|
TCC
|
2475
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2904
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2885
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2664
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2957
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2982
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2725
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2710
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2882297
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82144
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2282293
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82201
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82077
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2883130
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
TCC
|
2283116
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82191
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its affiliates
|
|
KENTUCKY ENERGY AND
ENVIRONMENTAL CABINET,
DEPARTMENT FOR NATURAL
RESOURCES
|
/s/ Andrew B. McCallister
|
|
|
By: Andrew B. McCallister
|
|
/s/ Charles G. Snavely
|
Its: Senior Vice President, General Counsel and Secretary
|
|
By: Charles G. Snavely
|
|
Its: Secretary
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
|
|
|
|
/s/ Mark M. Manno
|
|
|
By: Mark M. Manno
|
|
|
Its: EVP, General Counsel, Secretary & CPO
|
|
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
||
/s/ Mark M. Manno
|
|
|
||
By:
|
Mark M. Manno
|
|
By:
|
|
Its:
|
EVP, General Counsel, CPO & Secretary
|
|
Its:
|
|
CONTURA ENERGY, INC>
|
|
|
|
By:
|
|
Its:
|
|
CONTURA ENERGY, INC>
|
|
/s/ John DeGroote
|
|
By:
|
John DeGroote
|
Its:
|
President and Secretary
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
||
|
|
/s/ James Hafliger
|
||
By:
|
|
|
By:
|
James Hafliger
|
Its:
|
|
|
Its:
|
Office of Mines and Minerals Director
|
CONTURA ENERGY, INC>
|
|
|
|
By:
|
|
Its:
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE
|
STATUS
|
Wabash
|
39
|
WABASH MINE HOLDING COMPANY
|
IL-DNR General Mine Permit
|
Reclaim Only
|
Wabash
|
276
|
WABASH MINE HOLDING COMPANY
|
IL-DNR Refuse Area
|
Reclaim Only
|
Wabash
|
290
|
WABASH MINE HOLDING COMPANY
|
IL-DNR Shaft 5
|
Reclaim Only
|
Wabash
|
158
|
WABASH MINE HOLDING COMPANY
|
IL-DNR Rokdust Site
|
Reclaim Only
|
Wabash
|
Prospect
|
WABASH MINE HOLDING COMPANY
|
|
Reclaim Only
|
Wabash
|
298
|
WABASH MINE HOLDING COMPANY
|
IL-DNR Rockdust Site
|
Reclaim Only
|
Year
|
Payment Dates
|
Aggregate Annual
Payment Amount |
||
2017
|
July 1, October 1
|
|
$1,000,000
|
|
2018
|
January1, April 1, July 1, October 1
|
|
$1,500,000
|
|
2019
|
January1, April 1, July 1, October 1
|
|
$2,500,000
|
|
2020
|
January1, April 1, July 1, October 1
|
|
$2,500,000
|
|
2021
|
January1, April 1, July 1, October 1
|
|
$2,500,000
|
|
2022
|
January1, April 1, July 1, October 1
|
|
$2,500,000
|
|
2023
|
January1, April 1, July 1, October 1
|
|
$2,500,000
|
|
Total
|
|
|
$15,000,000
|
|
17.
|
Headings
. Titles and headings in this Reclamation Funding Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Reclamation Funding Agreement.
|
18.
|
Execution in Counterpart
. This Reclamation Funding Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the Parties to this Reclamation Funding Agreement may be transmitted by facsimile or by electronic mail, and such transmission will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party.
|
19.
|
Severability
. If any provision of this Reclamation Funding Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
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CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
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|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
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WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
/S/ Kristin A. Boggs
|
|
|
||
By:
|
Kristin A. Boggs
|
|
By:
|
|
Its:
|
General Counsel
|
|
Its:
|
|
ILLINOIS DEPARTMENT
OF NATURAL RESOURCES |
|
|
|
By:
|
|
Its:
|
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
ILLINOIS DEPARTMENT
OF NATURAL RESOURCES |
|
/s James Hafliger
|
|
By:
|
James Hafliger
|
Its:
|
Office of Mines and Minerals Director
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
/s/ Allen Guttrell
|
||
By:
|
|
|
By:
|
Allen Guttrell
|
Its:
|
|
|
Its:
|
Commissioner
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
ILLINOIS DEPARTMENT
OF NATURAL RESOURCES |
|
|
|
By:
|
|
Its:
|
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
/s/ Joseph G. Pizarchik
|
||
By:
|
|
|
By:
|
Joseph G. Pizarchik
|
Its:
|
|
|
Its:
|
Director
|
ILLINOIS DEPARTMENT
OF NATURAL RESOURCES |
|
|
|
By:
|
|
Its:
|
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
|
|
/s/ John W. Warren
|
||
By:
|
|
|
By:
|
John W. Warren
|
Its:
|
|
|
Its:
|
Director
|
ILLINOIS DEPARTMENT
OF NATURAL RESOURCES |
|
|
|
By:
|
|
Its:
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502393
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505389
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505489
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
WV1016938
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O504286
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O504691
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S504186
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S506288
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S505389
|
ALEX ENERGY, INC.
|
WV
|
Bandmill
|
D001982
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
U500500
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O005082
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
U021383
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O501104
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
P501114
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
S503408
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S508486
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
U009283
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bandmill
|
S500104
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503897
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O002685
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O500788
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O502386
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O504191
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
505088
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S401395
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S504988
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500498
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500590
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503592
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503792
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U504491
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S400400
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501307
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S502099
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501608
|
PREMIUM ENERGY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U007584
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Cucumber
|
U402387
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Delbarton
|
P502112
|
DELBARTON MINING COMPANY
|
WV
|
Elk Run
|
O506086
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
O004383
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
Prospect
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
U066300
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
P502213
|
PERFORMANCE COAL COMPANY
|
WV
|
Elk Run
|
P300114
|
PERFORMANCE COAL COMPANY
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H052900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H056200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200301
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200787
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S102690
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Erbacon
|
S200205
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200401
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200493
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200593
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200609
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P052600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P201414
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P202014
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
R062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S007185
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U102691
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201005
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201400
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201689
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
UO35900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D000782
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011082
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
I048200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P203507
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200310
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200487
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201498
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U307186
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D004781
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H047100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U101991
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011382
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
R067300
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
O100898
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100893
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
U301799
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
U301406
|
MARFORK COAL COMPANY, INC.
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
P064200
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R067100
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U306686
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
H035600
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R069000
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U300409
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U302912
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U301407
|
GREEN VALLEY COAL COMPANY
|
WV
|
Inman Admiral
|
D010182
|
BLACK CASTLE MINING COMPANY
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S601189
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S501400
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
O509588
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
S007076
|
OMAR MINING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Inman Admiral
|
U040300
|
OMAR MINING COMPANY
|
WV
|
Kepler
|
R063000
|
DUCHESS COAL COMPANY
|
WV
|
Kepler
|
D006982
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O010783
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O017483
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
U058900
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O005983
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
O007882
|
HERNDON PROCESSING COPANY, LLC
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400896
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S401298
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
U503496
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
U503596
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
NPDES WV 1012207
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U047100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U402195
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400196
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400295
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400595
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400695
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400697
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400901
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401300
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401497
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401200
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kingston
|
P300115
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
P301012
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
P301413
|
KINGSTON RESOURCES,INC.
|
WV
|
Kingston
|
Prospect No. 9
|
KINGSTON RESOURCES, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501887
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501992
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U002685
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501106
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500594
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U502191
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U501892
|
OMAR MINING COMPANY
|
WV
|
Litwar
|
P402708
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Litwar
|
O011783
|
LITWAR PROCESSIG COMPANY, LLC
|
WV
|
Litwar
|
O007583
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
P300514
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
U400102
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014483
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014883
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Mammoth
|
P302013
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P303212
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P304412
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
S004577
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007085
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008379
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S301491
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S393790
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S600886
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U005584
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U300990
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U302200
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U601889
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S000684
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007885
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008883
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
Z000481
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U045400
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U301500
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
E010300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
E011000
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O304391
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P071300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303611
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
R064900
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S300691
|
KANAWHA ENERGY COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Mammoth
|
S304589
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S600988
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S602389
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300904
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U301290
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P300205
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P301111
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303310
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303511
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S303390
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O311907
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300504
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300896
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U302099
|
KANAWHA ENERGY COMPANY
|
WV
|
Marfork
|
|
BOONE EAST DEVELOPMENT CO.
|
WV
|
Marfork
|
P300515
|
MARFOLK COALCOMPANY, INC.
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
D004081
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
S014278
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U008383
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U013000
|
CLEAR FORK COAL COMPANU
|
WV
|
Marfork
|
P500213
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Marfork
|
P300415
|
KINGSTON MINING, INC.
|
WV
|
Marfork
|
P301513
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
Pending
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U301394
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
P301011
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
S300809
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
E003800
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
S011977
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S400596
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S401595
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
O400708
|
PIONEER FUEL CORPORATION
|
WV
|
Martin County
|
E001700
|
GREYEAGLE COAL COMPANY
|
WV
|
Martin County
|
O013983
|
GREYEAGLE COAL COMPANY
|
WV
|
Nicholas
|
S005183
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300199
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S006385
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U302494
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300907
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S302003
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301192
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301806
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
H015500
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O002184
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O004183
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300293
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300589
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O301286
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O302093
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S300590
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U300489
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U302194
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O010983
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S008776
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U026900
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U045800
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U065700
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U067600
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300895
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
D003181
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O507892
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Rawl
|
U066700
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U507192
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O504989
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
P057200
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rockspring
|
Prospect
|
LAUREL CREEK CO., INC.
|
WV
|
Rockspring
|
U500601
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507292
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
S504689
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O501090
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507692
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U500304
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U501091
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U502006
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O505491
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
U002584
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
P501014
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
Pending
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
503290
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
U501087
|
STIRRAT COAL COMPANY
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502408
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U301695
|
PERFORMANCE COAL COMPANY
|
WV
|
Twilight
|
U501295
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
O501496
|
ELK RUN COAL COMPANY
|
WV
|
Twilight
|
O507891
|
ELK RUN COAL COMPANY
|
WV
|
Twilight
|
U501198
|
ELK RUN COAL COMPANY
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S500398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502396
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U502196
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twin Star
|
S401197
|
TWIN STAR MINING, INC. – WV
|
WV
|
Unassigned
|
P500612
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
White Flame
|
S501501
|
WHITE FLAME ENERGY, INC.
|
WV
|
White Flame
|
S502097
|
WHITE FLAME ENERGY, INC.
|
WV
|
Wabash
|
39
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
276
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
290
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
158
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
Prospect
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
298
|
WABASH MINE HOLDING COMPANY
|
IL
|
Coalgood
|
8480322
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480324
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480325
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485533
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487037
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487038
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487039
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488083
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488084
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489031
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489032
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
6805012
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800014
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800062
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800207
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805179
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805182
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805188
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805189
|
PETER CAVE MINING COMPANY
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Martin County
|
8805190
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8807000
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807002
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808008
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8808015
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808016
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808017
|
PETER CAVE MINING COMPANY
|
KY
|
Roxana
|
8675269
|
ENTERPRISE MINING COAL COMPANY
|
KY
|
Sidney
|
2985329
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
2985332
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8365601
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8585079
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8980573
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984146
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984399
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984400
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984424
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984430
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8985167
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985736
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985742
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985977
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985986
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987025
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987094
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8988168
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8988170
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989156
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989159
|
LONG FORK COAL COMPANY
|
KY
|
Coalgood
|
8485532
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485535
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
8805187
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Roxana
|
8675272
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675279
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675280
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675282
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
8984029
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984194
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984431
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8984433
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8984434
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8984435
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Sidney
|
8984436
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8984496
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985739
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Martin County
|
8805175
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805186
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Sidney
|
8980835
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8980932
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984095
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987082
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Coalgood
|
8485536
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
8800215
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805147
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805180
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807001
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808010
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Rawl
|
8984439
|
NEW RIDGE MINING COMPANY
|
KY
|
Roxana
|
8675268
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675278
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675283
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
4985319
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
6985333
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8980639
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8980914
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8980915
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8980947
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984223
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984418
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984432
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
KY
|
Sidney
|
8984437
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8985579
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985646
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985647
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985649
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985735
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985745
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985746
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985751
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Twin Star
|
1101960
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101961
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101966
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101967
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101968
|
TWIN STAR MINING, INC.
|
VA
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Twin Star
|
1101981
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201969
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201970
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201973
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301956
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301962
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1801971
|
TWIN STAR MINING, INC.
|
VA
|
TCC
|
2475
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2904
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2885
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2664
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2957
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2982
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2725
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2710
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2882297
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82144
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2282293
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82201
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82077
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2883130
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2283116
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82191
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its affiliates
|
|
ILLINOIS DEPARTMENT OF NATURAL
RESOURCES
|
|
|
|
|
|
|
/s/ Andrew B. McCallister
|
|
/s/ Thomas A. Benner
|
By: Andrew B. McCallister
|
|
By: Thomas A. Benner
|
Its: Senior Vice President, General Counsel and Secretary
|
|
Its: Director Office of Mines and Minerals
|
|
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
|
|
|
|
|
|
|
/s/ Mark M. Manno
|
|
|
By: Mark M. Manno
|
|
|
Its: EVP, General Counsel, Secretary & CPO
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
VIRGINIA DEPARTMENT OF MINES,
MINERALS AND ENERGY |
||
/s/ Mark M. Manno
|
|
|
||
By:
|
Mark M. Manno
|
|
By:
|
|
Its:
|
EVP, General Counsel, CFO & Secretary
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
|
|
By:
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
/s/ John DeGroote
|
|
By:
|
John DeGroote
|
Its:
|
President and Secretary
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates |
|
COMMONWEALTH OF VIRGINIA, DEPARTMENT OF MINES, MINERALS AND ENERGY
|
|||
|
|
/s/ John W. Warren
|
|
||
By:
|
|
|
By:
|
John W. Warren
|
|
Its:
|
|
|
Its:
|
Director
|
|
CONTURA ENERGY, INC.
|
|
|
|
By:
|
|
Its:
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE
|
STATUS
|
Twin Star
|
1101960
|
TWIN STAR MINING, INC.
|
Long Branch Surface - Eagle
|
Reclaim Only
|
Twin Star
|
1101961
|
TWIN STAR MINING, INC.
|
Long Branch Surface - Blair
|
Temporary Cessation
|
Twin Star
|
1101966
|
TWIN STAR MINING, INC.
|
Lower Elk Creek Strip
|
Temporary Cessation
|
Twin Star
|
1101967
|
TWIN STAR MINING, INC.
|
Laurel Fork Strip
|
Reclaim Only
|
Twin Star
|
1101968
|
TWIN STAR MINING, INC.
|
Lower Elk Creek Reserve
|
Reclaim Only
|
Twin Star
|
1101981
|
TWIN STAR MINING, INC.
|
Sycamore Strip
|
Active
|
Twin Star
|
1201969
|
TWIN STAR MINING, INC.
|
SG #1 Mine
|
Reclaim Only
|
Twin Star
|
1201970
|
TWIN STAR MINING, INC.
|
Long Branch Deep Mine
|
Reclaim Only
|
Twin Star
|
1201973
|
TWIN STAR MINING, INC.
|
Sycamore Fork
|
Reclaim Only
|
Twin Star
|
1301956
|
TWIN STAR MINING, INC.
|
Twin Star Preparation Plant
|
Active
|
Twin Star
|
1301962
|
TWIN STAR MINING, INC.
|
Twin Star Mining, Inc. Load Out
|
Temporary Cessation
|
Twin Star
|
1801971
|
TWIN STAR MINING, INC.
|
Twin Star Haulroad
|
Active
|
Year
|
Payment Dates
|
Aggregate Annual
Payment Amount |
2017
|
July 1, October 1
|
$1,000,000
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$15,000,000
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
/s/ Mark M. Manno
|
|
|
||
By:
|
Mark M. Manno
|
|
By:
|
|
Its:
|
EVP, General Counsel, CFO & Secretary
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
|
|
|
||
By:
|
|
|
|
|
Its:
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
/s/ John DeGroote
|
|
|
||
By:
|
John DeGroote
|
|
By:
|
|
Its:
|
President and Secretary
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
|
|
|
||
By:
|
|
|
|
|
Its:
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
/s/ Kristin A. Boggs
|
|
|
||
By:
|
Kristin A. Boggs
|
|
By:
|
|
Its:
|
General Counsel
|
|
Its:
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
|
|
|
||
By:
|
|
|
|
|
Its:
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
/s/ James Hafliger
|
|
|
||
By:
|
James Hafliger
|
|
|
|
Its:
|
Office of Mines and Minerals Director
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
/s/ Allen Luttrell
|
||
By:
|
|
|
By:
|
Allen Luttrell
|
Its:
|
|
|
Its:
|
Commissioner
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
|
|
|
||
By:
|
|
|
|
|
Its:
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
/s/ Joseph G. Pizarchik
|
||
By:
|
|
|
By:
|
Joseph G. Pizarchik
|
Its:
|
|
|
Its:
|
Director
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
|
|
|
||
By:
|
|
|
|
|
Its:
|
|
|
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
||
|
|
|
||
By:
|
|
|
By:
|
|
Its:
|
|
|
Its:
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
||
|
|
/s/ John W. Warren
|
||
By:
|
|
|
By:
|
John W. Warren
|
Its:
|
|
|
Its:
|
Directors
|
ILLINOIS DEPARTMENT OF NATURAL RESOURCES
|
|
|
||
|
|
|
||
By:
|
|
|
|
|
Its:
|
|
|
|
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502393
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505389
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505489
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
WV1016938
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O504286
|
TRACE CREEK COAL COMPANY
|
WV
|
Band mill
|
O504691
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S504186
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S506288
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S505389
|
ALEX ENERGY, INC.
|
WV
|
Bandmill
|
D001982
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
U500500
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O005082
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
U021383
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O501104
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
P501114
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503408
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S508486
|
HIGHLAND MINING COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
U009283
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bandmill
|
S500104
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503897
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O002685
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O500788
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O502386
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O504191
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O505088
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S401395
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S504988
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500498
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500590
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503592
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503792
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U504491
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S400400
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501307
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S502099
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501608
|
PREMIUM ENERGY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U007584
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Cucumber
|
U402387
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Delbarton
|
P502112
|
DELBARTON MINING COMPANY
|
WV
|
Elk Run
|
O506086
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
O004383
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
Prospect
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
U066300
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
P502213
|
PERFORMANCE COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Elk Run
|
P300114
|
PERFORMANCE COAL COMPANY
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H052900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H056200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200301
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200787
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S102690
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200205
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200401
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200493
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200593
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200609
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P052600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P201414
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P202014
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
R062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S007185
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U102691
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201005
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201400
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201689
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
UO35900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D000782
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011082
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
I048200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P203507
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200310
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200487
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201498
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U307186
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D004781
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H047100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U101991
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011382
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
R067300
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
O100898
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100893
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
U301799
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
U301406
|
MARFORK COAL COMPANY, INC.
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
P064200
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R067100
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U306686
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
H035600
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R069000
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U300409
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U302912
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U301407
|
GREEN VALLEY COAL COMPANY
|
WV
|
Inman Admiral
|
D010182
|
BLACK CASTLE MINING COMPANY
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S601189
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S501400
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Inman Admiral
|
O509588
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
S007076
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
U040300
|
OMAR MINING COMPANY
|
WV
|
Kepler
|
R063000
|
DUCHESS COAL COMPANY
|
WV
|
Kepler
|
D006982
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O010783
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O017483
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
U058900
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O005983
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
O007882
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400896
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S401298
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
U503496
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
U503596
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
NPDES WV 1012207
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U047100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U402195
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400196
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400295
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400595
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400695
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400697
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400901
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401300
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401497
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401200
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kingston
|
P300115
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
P301012
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
P301413
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
Prospect No. 9
|
KINGSTON RESOURCES, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501887
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501992
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U002685
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501106
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500594
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U502191
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U501892
|
OMAR MINING COMPANY
|
WV
|
Litwar
|
P402708
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Litwar
|
O011783
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
O007583
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
P300514
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
U400102
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014483
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014883
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Mammoth
|
P302013
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P303212
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P304412
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
S004577
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007085
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008379
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S301491
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S303790
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S600886
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U005584
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U300990
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U302200
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U601889
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S000684
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007885
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008883
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
Z000481
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U045400
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
U301500
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
E010300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
E011000
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O304391
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P071300
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303611
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
R064900
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S300691
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S304589
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S600988
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S602389
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300904
|
KANAWHA ENERGY COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Mammoth
|
U301290
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P300205
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P301111
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303310
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
P303511
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
S303390
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
O301907
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300504
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U300896
|
KANAWHA ENERGY COMPANY
|
WV
|
Mammoth
|
U302099
|
KANAWHA ENERGY COMPANY
|
WV
|
Marfork
|
|
BOONE EAST DEVELOPMENT CO.
|
WV
|
Marfork
|
P300515
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
D004081
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
S014278
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U008383
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
U013000
|
CLEAR FORK COAL COMPANY
|
WV
|
Marfork
|
P500213
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Marfork
|
P300415
|
KINGSTON MINING, INC.
|
WV
|
Marfork
|
P301513
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
Pending
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U301394
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
P301011
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
S300809
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
E003800
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
S011977
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S400596
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S401595
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
O400708
|
PIONEER FUEL CORPORATION
|
WV
|
Martin County
|
E001700
|
GREYEAGLE COAL COMPANY
|
WV
|
Martin County
|
O013983
|
GREYEAGLE COAL COMPANY
|
WV
|
Nicholas
|
S005185
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300199
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S006385
|
ALEX ENERGY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Nicholas
|
U302494
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300907
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nichoasl
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S302003
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301192
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301806
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
H015500
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O002184
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O004183
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300293
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300589
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O301286
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O302093
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S300590
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U300489
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U302194
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O010983
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S008776
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U026900
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U045800
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U065700
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U067600
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300895
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
D003181
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O507892
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U066700
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U507192
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O504989
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
P057200
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rockspring
|
Prospect
|
LAUREL CREEK CO., INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Rockspring
|
U500601
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507292
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
S504689
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O501090
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507692
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U500304
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U501091
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U502006
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O505491
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
U002584
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
P501014
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
Pending
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
O503290
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
U501087
|
STIRRAT COAL COMPANY
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502408
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U301695
|
PERFORMANCE COAL COMPANY
|
WV
|
Twilight
|
U501295
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
O501496
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
O507891
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
U501198
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Twilight
|
S500398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502396
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U502196
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twin Star
|
S401197
|
TWIN STAR MINING, INC. - WV
|
WV
|
Unassigned
|
P500612
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
White Flame
|
S501501
|
WHITE FLAME ENERGY, INC.
|
WV
|
White Flame
|
S502097
|
WHITE FLAME ENERGY, INC.
|
WV
|
Wabash
|
39
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
276
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
290
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
158
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
Prospect
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
298
|
WABASH MINE HOLDING COMPANY
|
IL
|
Coalgood
|
8480322
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480324
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480325
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485533
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487037
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487038
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487039
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488083
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488084
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489031
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489032
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
6805012
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800014
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800062
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800207
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805179
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805182
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805188
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805189
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805190
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8807000
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807002
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808008
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8808015
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808016
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808017
|
PETER CAVE MINING COMPANY
|
KY
|
Roxana
|
8675269
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
2985329
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
2985332
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8365601
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8585079
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8980573
|
SIDNEY COAL COMPANY, INC.
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Sidney
|
8984146
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984399
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984400
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984424
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984430
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8985167
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985736
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985742
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985977
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985986
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987025
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987094
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8988168
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8988170
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989156
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989159
|
LONG FORK COAL COMPANY
|
KY
|
Coalgood
|
8485532
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485535
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Marnti County
|
8805187
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Roxana
|
8675272
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675279
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675280
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675282
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
8984029
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984194
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984431
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984433
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984434
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984435
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984436
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984496
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985739
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Martin County
|
8805175
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805186
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Sidney
|
8980835
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8980932
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984095
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987082
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Coalgood
|
8485536
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
8800215
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805147
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805180
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807001
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808010
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Rawl
|
8984439
|
NEW RIDGE MINING COMPANY
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Roxana
|
8675268
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675278
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675283
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
4985319
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
6985333
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8980639
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980914
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980915
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980947
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984223
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984418
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984432
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984437
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8985579
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985646
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985647
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985649
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985735
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985745
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985746
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985751
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989160
|
NEW RIDGE MINING COMPANY
|
KY
|
Twin Star
|
1101960
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101961
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101966
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101967
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101968
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101981
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201969
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201970
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201973
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301956
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301962
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1801971
|
TWIN STAR MINING, INC.
|
VA
|
TCC
|
2475
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2904
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2885
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2664
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2957
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2982
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2725
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2710
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2882297
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82144
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2282293
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
TCC
|
82201
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82077
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2883130
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2283116
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82191
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
Debtor
‐
Twin Star Mining Company
‐
Virginia DMLR 5 Year Reclamation Schedule
|
|
|
|
|
|
|
|
2016
|
2017
|
2018
|
2019
|
2020
|
||
Mine Name
|
Permit#
|
Type
|
Status
|
Current Bond
|
Description
|
Reclamation Details
|
Reclamation Projects
|
Reclamation Projects
|
Reclamation Projects
|
Reclamation Projects
|
Reclamation Projects
|
||
Twin Star Prep Plant
|
1301956
|
Surface
|
Idle
|
$
|
492,000
|
|
Abandoned preparation plant that is only a shell, currently being used as an equipment shop, includes main stockpile area which is mostly covered
|
ARO estimate based on
current conditions, CSMO / NPDES Renewal submitted |
|
|
|
|
|
Long Branch-Eagle
|
1101960
|
Surface
|
Idle
|
$
|
546,000
|
|
Large surface permit, no valley fills because they are on adjacent permit, estimated 2,000 feet of open wall
|
ARO estimate is final pit
scenario, |
progress reclaiming open highwall'
|
progress reclaiming open highwall'
|
progress reclaiming open highwall'
|
reclaim highwall, establish vegetation
|
highwall reclamation,
establish vegetation |
Long Branch-Blair
|
1101961
|
Surface/HWM
|
primarily
Temporary Cessation |
$
|
1,735,400
|
|
Contour/HWM operation in TC status that expires 3/25/18 and under full-cost bond, plan to construct a BCR on this permit, 3,000 plus feet of open wall present
|
selenium treatment will be needed, mostly under Temporary Cessation, ARO estimate based on current conditions, TC expiration date is 3/25/18, $500K in selenium treatment CAPEX included in ARO estimate
|
construct seleniutm treatment system consisting of BCR passive treatment design, compliance schedule has full compliance date of 3/25/17, designed to be a
gravity system
|
|
|
|
highwall reclamation,
establish vegetation |
Twin Star Mining, Inc. Load-Out
|
1301962
|
Surface
|
Idle
|
$
|
100,000
|
|
Existing truck dump and railroad loadout facilities
|
ARO estimate based on
current conditions |
|
|
|
|
|
Lower Elk Creek Strip
|
1101966
|
Surface
|
partial
Temporary Cessation |
$
|
3,474,800
|
|
Large surface permit, going through renewal now and will have selenium compliance schedule, roads are intended to be permanent structures, a small amount of highwall remains
|
ARO estimate based on current conditions, CSMO / NPDES Renewal submitted, TC extension submitted, $1.2M in selenium treatment CAPEX included in ARO estimate, roads intended to be permanent
|
|
construct selenium
treatment |
construct selenium
treatment |
reclaim highwall, establish vegetation
|
|
Laurel Fork Strip
|
1101967
|
Surface
|
Phase II Release
|
$
|
35,400
|
|
Large surface permit, largely reclaimed, outlets have been removed
|
ARO estimated based on
current conditions, $510k in selenium treatment CAPEX |
|
|
|
|
|
Lower Elk Creek Reserve
|
1101968
|
Surface
|
Phase I Release
|
$
|
163,200
|
|
Large surface permit, pursuing approval for mixing zone for selenium compliance, but still collecting data, 1 pond on permit
|
CSMO/NPDES Renewal submitted, ARO estimate on current conditions, $600K in selenium treatment CAPEX included in ARO estimate
|
|
construct selenium
treatment (likely a mixing zone system, but may
potentially require chemical treatment or a more advanced system)''
|
|
|
|
SG #1 Mine (Upper Elk Cr)
|
1201969
|
Deep
|
Reclaimed
|
$
|
48,000
|
|
Site is reclaimed, but water treatment is required
|
chemical treatment, ARO estimate on current
|
|
|
|
|
|
Long Branch Deep Mine
|
1201970
|
Deep
|
Reclaimed
|
$
|
40,000
|
|
Site is primarily reclaimed
|
iron water discharge; passive treatment, ARO estimate on
|
|
|
|
|
|
Twin Star Haulroad
|
1801971
|
Surface
|
Idle
|
$
|
60,200
|
|
Permitted to be permanent
|
ARO estimate based on
|
|
|
|
|
|
Sycamore Fork (Deep Mine)
|
1201973
|
Deep
|
Reclaimed
|
$
|
51,000
|
|
Site is primarily reclaimed
|
iron water mine discharge; passive treatment
|
|
|
|
|
|
Sycamore Strip
|
1011981
|
Surface
|
Idle
|
$
|
1,422,000
|
|
Large surface permit with valley fills and 6 ponds, minimal wall exposed, fill #1 needs work, recently been grading and hydroseeding where possible
|
ARO estimate is final pit
scenario, CSMO / NPDES Renewal recently approved with no selenium schedule, $250K in selenium treatment
CAPEX included in ARO estimate, but selenium limits expected when permit goes through renewal in 2018
|
breakdown and stabilize fill material, establish vegetation - This project will be alternated with 1960 permit as weather allows work in the fill
|
breakdown and stabilize fill material, establish vegetation - This project will be alternated with 1960 permit as weather allows work in the fill
|
breakdown and stabilize fill material, establish vegetation - This project will be alternated with 1960 permit as weather allows work in the fill
|
|
|
Highest Priority
|
|
|
|
|
|
|
|
|
|
|
|
||
Medium Priority
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
2017
|
2018
|
2019
|
2020
|
||
Lower Priority
|
|
|
|
|
|
|
|
|
|
|
|
||
Temporary Cessation Proposed
|
|
|
|
|
|
|
|
|
|
|
|
||
'Some activities are weather dependent and will be alternated with tasks of less environmental impact when weather requires
|
|
|
|
|
|
|
|||||||
''If active Se treatment is not required at 1968 permit then remaining dollars (after construction of alternate system) will be redirected to other priority projects for the year
|
|
|
|
|
|
|
(b)
|
Periodic Payments through December 2018
. The Reorganized Debtors shall fund the Restricted Cash Accounts as follows:
|
(i)
|
ANR shall pay $34,000.00 per month into the Restricted Cash for each month through December 2018.
|
(ii)
|
All such payments shall be made in equal monthly installments. ANR shall make the first payment on or before October 31, 2017 and the remaining payments on or before the last day of each subsequent month.
|
(c)
|
Periodic Payments from January 2019 through December 2022
|
(i)
|
If ANR still holds any of the Virginia Permits on March 1, 2018, it shall meet with the Department within thirty days to revise the amount of the monthly installments such that the Funding Threshold Amount shall be met by December 31, 2022 through the deposit of equal monthly installment payments beginning July 31, 2018.
|
(ii)
|
The amount of the new monthly payments shall be determined by using ANR’s Total Cost of Reclamation for the Virginia Permits then held by ANR, then subtracting the amount of funds then deposited in the Restricted Cash Accounts and then dividing the result by 48; provided that the Department must have reviewed and approved the Total Cost of Reclamation provided by ANR.
|
(iii)
|
A preliminary Total Cost of Reclamation for Virginia was submitted by July 1, 2017 for review and comment. A final Total Cost of Reclamation shall be provided to Virginia for review and comment by March 1, 2018 for any Virginia Permit still held by ANR.
|
(iv)
|
The Parties shall meet on an annual basis to review the Total Cost of Reclamation and may adjust the monthly payments to reflect any changes in the Total Cost of Reclamation or extra deposits resulting from collateral returns or asset sales as discussed below.
|
(d)
|
Surety Collateral Returns
.
|
(i)
|
Any collateral returned or received by ANR from or with respect to any surety bond issuer that has issued bonds for the Twin Star Mining Complex in Virginia will be paid into the Restricted Cash Reclamation Account for Virginia.
|
(ii)
|
To the extent any collateral returned or received by the ANR from or with respect to any surety bond issuer whose bonds relate to permits in multiple States, such collateral shall be contributed to the Restricted Cash Reclamation Accounts for Virginia in proportion to collateral released on account of other states.
|
(e)
|
In the event of a merger or sale of all or substantially all of the assets of ANR, then its obligations under this paragraph shall either (i) be accelerated and paid in full on a net present value basis into the Virginia Restricted Cash Reclamation Accounts or (ii) be assumed by the purchaser or surviving entity, before or at the closing of such transaction. For the avoidance of doubt, nothing in this Section shall:
|
(iii)
|
limit or interfere with the Department’s exercise of discretion with respect to approving any permit transfer or other required regulatory approval; or
|
(iv)
|
alter or affect the obligations of the ANR or any of its successors or assigns, as the case may be, to perform or complete reclamation, mitigation and water treatment of all of its or their respective permitted sites in accordance with any applicable law, consent decree or other agreement.
|
(f)
|
Except as may otherwise be agreed to by the Department and ANR, ANR shall deposit into the Restricted Cash Reclamation Account: (1) 50% of the net cash proceeds of any Material Asset Sale of the Virginia Permits or the Twin Star Complex with respect to which Material Asset Sale the net cash proceeds are $500,000 or more; and (2) 25% of the net cash proceeds of any Material Asset Sale of any Retained Asset or group of Retained Assets located in the Commonwealth with respect to which Material Asset Sale the net cash proceeds are at least $100,000 but less than $500,000. For the avoidance of doubt, all proceeds of Material Asset Sales relating to the Twin Star Complex shall be subject to this Section 4(b)(ii), whether such assets are located in the portion of the Twin Star Mining Complex that is located in the Commonwealth or the portion that is located in the State of West Virginia.
|
(g)
|
Funding of ANR’s Water Treatment
Obligations Pursuant to the Water Treatment Stipulation |
(i)
|
ANR will provide the Department (i) an annual summary of the expenditures on its water treatment associated with the Virginia Permits for the previous year, (ii) an explanation of any material deviance (greater than 20%) in such expenditures from the prior year and (iii) a certification of a senior executive officer that an amount sufficient to cover the water treatment costs expected to occur in the following year has been included in the budget for that year.
|
(ii)
|
ANR shall make payments in the following annual total amounts in equal quarterly installments on the first day of each calendar quarter beginning on January 1, 2018:
|
Year
|
Payment Dates
|
Aggregate Annual Payment Amount
|
2018
|
January 1, April 1, July 1, October 1
|
$375,000
|
2019
|
January 1, April 1, July 1, October 1
|
$280,000
|
2020
|
January 1, April 1, July 1, October 1
|
$280,000
|
2021
|
January 1, April 1, July 1, October 1
|
$280,000
|
2022
|
January 1, April 1, July 1, October 1
|
$280,000
|
2023
|
January 1, April 1, July 1, October 1
|
$280,000
|
Total
|
|
$1,775,000
|
(iii)
|
The amounts above reflect twenty percent of the amounts pledged under Prior Reclamation Agreement for 2018 and two times the actual expenditures on water treatment from July 1, 2016 to June 30, 2017. ANR will track their spending on water treatment in each State and submit a report to the Department and EPA by September 30 of each year detailing such expenditures for the period from July 1 to June 30 of the previous year.
|
(iv)
|
ANR will cooperate and work in good faith with each the Department to develop the minimum balance (the "
Minimum Balance
") that will be maintained in the Water Treatment Restricted Cash Account for Virginia. The Minimum Balance may be adjusted by agreement between the ANR and the Department on an annual basis;
provided
that, nothing herein requires ANR to designate more than the amounts it has actually contributed pursuant to the Prior Reclamation Funding Agreement and this Amended Settlement Agreement. ANR shall provide EPA with a copy of the written agreement that establishes the Minimum Balance for Virginia.
|
(v)
|
Funds in the Water Treatment Restricted Cash Accounts that are in excess of the Minimum Balance established for that account may be utilized to pay for water treatment expenses, water treatment system installations, and reclamation activities that benefit water quality. The use of funds for water treatment expenses, including, without limitation, funds expended on chemicals, utilities, pond cleaning, and maintenance of structures and systems, shall be included in the Semi-Annual Budget (as defined in the paragraph 5(d)(iii) of the Settlement Agreement) provided to the Department and EPA but shall not require the prior approval of the applicable Regulatory Agency or EPA. Any use of funds to install water treatment systems or to conduct reclamation activities that will benefit water quality shall be subject to the budgeting and approval provisions of the this Amended Settlement Agreement. EPA and
|
(vi)
|
The Department shall have the right to audit the Restricted Cash Accounts at any time and, in each case, upon reasonable notice to ANR.
|
(a)
|
Obligation to Complete Reclamation
.
|
(i)
|
ANR hereby continues to acknowledge its obligations to Fully Reclaim all of the Virginia Permits that are not transferred to Purchaser in accordance with all applicable state and federal laws, without any limitation relating to the amounts included in or required to be deposited or paid into the Restricted Cash Reclamation Account or the amount of any of the Surety Bonds or other Financial Assurance issued pursuant to or in accordance with this Amended Settlement Agreement.
|
(ii)
|
Reclamation of any Virginia Permits not transferred to Purchaser shall be complete or current by the seventh anniversary of the Effective Date of the Settlement Agreement.
|
(b)
|
Reclamation Agreements
.
|
(i)
|
ANR and the Department shall, for any permit not transferred to Purchaser as of the date hereof, or to Purchaser or other third-party hereafter, remain bound by any agreement (the "
Reclamation Agreement
"), previously entered into pursuant to the Settlement Agreement.
|
(c)
|
Use of Funds in Restricted Cash Accounts
.
|
(i)
|
Subject to the terms and provisions of this Amended Settlement Agreement, unless and until the Department delivers a notice pursuant to Section 9(c)(ii) hereof, ANR may use funds contributed to the Restricted Cash Accounts in the performance of their obligations to complete reclamation, mitigation (to the extent required under Virginia Permits issued by the Department) and water treatment and management only within the Commonwealth and only in accordance with the Virginia Permits and any applicable Reclamation Agreements;
provided
,
however
, that ANR may use funds in the Restricted Cash Accounts for mitigation under section 404 of the Clean Water Act only if agreed to by the Department.
|
(ii)
|
Upon the Department's delivery of a notice pursuant to Section 9(b) hereof, ANR’s right to use funds in the Restricted Cash Accounts shall immediately cease without further action on the part of the Department, the funds then contained in the Restricted Cash Accounts shall be deemed to constitute a cash bond (as provided for under Va. Code Ann. § 45.1-241) with respect to ANR’s performance of its obligations to reclaim, and manage and treat water at the Twin Star Mining Complex and the Department shall be entitled to execute upon its collateral pledge of any amounts held in or payable into the Restricted Cash Accounts in accordance with Section 9(c)(iii) hereof.
|
(iii)
|
Upon written confirmation from the Department confirming the Full Reclamation of the Virginia Permits and the release of the associated bonds, or the transfer of all Virginia Permits to Purchaser, any remaining funds in the Restricted Cash Accounts shall be delivered to ANR.
|
(d)
|
Budgeting and Accounting for Reclamation and Water Treatment
.
|
(i)
|
ANR shall continue to follow any approved budget and account for reclamation and water treatment on the Virginia Permits not transferred to Purchaser as of the date of this Amended Settlement Agreement.
|
(ii)
|
On or before December 1, 2017, ANR shall provide to the Department a budget (the "
Semi-Annual Budget
"), subject to approval by the Department, with respect to any reclamation, mitigation and water treatment and management to be performed using monies in the Restricted Cash Accounts during the period from January 1, 2018 through June 30, 2018. ANR shall revise and update the Semi‑Annual Budget for each ensuing six‑month period by no later than 30 days prior to the conclusion of the current period (or on such schedule as may otherwise be agreed upon by the ANR and the Department).
|
(iii)
|
ANR shall provide to the Department accountings of its actual‑to‑budgeted expenditures from the Restricted Cash Accounts within 30 days after the end of each Quarterly Period. Such accountings shall be certified as to their accuracy by a senior officer of “ANR.
|
(iv)
|
ANR shall meet with the Department on a quarterly basis: (1) to review reclamation and water treatment progress, the Long‑Term Budget and the current Semi‑Annual Budget; (2) to provide updates on reclamation and water treatment spending from the
|
10.
|
Settlement Agreement and the Plan
. In the event of a conflict between the terms of this Amended Settlement Agreement and the Plan with respect to the terms hereof, this Amended Settlement Agreement shall control.
|
ANR INC.,
on behalf of itself and its affiliates
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
|
|
|
|
|
|
/s/ Andrew B. McCallister
|
|
/s/ John Warren
|
By: Andrew B. McCallister
|
|
By: /s/ John Warren
|
Its: Senior Vice President, General Counsel and Secretary
|
|
Its: Director
|
|
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
OLD ANR, LLC (F/K/A ALPHA NATURAL RESOURCES, INC.)
|
|
|
|
|
|
|
/s/ Mark M. Manno
|
|
/s/ Andrew B. McCallister
|
By: Mark M. Manno
|
|
By: Andrew B. McCallister
|
Its: EVP, General Counsel, Secretary & CPO
|
|
Its: Senior Vice President, General Counsel and Secretary
|
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENT AL PROTECTION
|
||
/s/ Mark M. Manno
|
|
/s/ Kristin A. Boggs
|
||
By: Mark M. Manno
Its: EVP, General Counsel, CPO & Secretary |
|
By: /s/ Kristin A. Boggs
Its: General Counsel
|
||
|
CONTURA ENERGY, INC.
|
|
/s/ John DeGroote
|
|
By: John DeGroote
Its: President and Secretary
|
Acknowledged and agreed as to Section 3(b)(iii) only:
CITICORP NORTH AMERICA, INC., AS FIRST LIEN AGENT
|
|
/s/ Dale Goncher
|
|
By: Dale Goncher
Its: Vice President
|
CONTURA ENERGY, INC.
|
/s/ John DeGroote
|
By: John DeGroote
Its: President and Secretary
|
Acknowledged and agreed as to Section 3(b)(iii) only:
CITICORP NORTH AMERICA, INC., AS FIRST LIEN AGENT
|
|
|
|
By:
Its:
|
CONTURA ENERGY, INC.
|
|
|
|
By:
Its:
|
Acknowledged and agreed as to Section 3(b)(iii) only:
CITICORP NORTH AMERICA, INC., AS FIRST LIEN AGENT
|
|
/s/ Dale Goncher
|
|
By: Dale Goncher
Its: Vice President
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENT AL PROTECTION
|
|
|
|
|
/s/ Kristin A. Boggs
|
By:
Its:
|
|
By: Kristin A. Boggs
Its: General Counsel
|
|
|
CONTURA ENERGY, INC.
|
|
|
|
By:
Its:
|
Acknowledged and agreed as to Section 3(b)(iii) only:
CITICORP NORTH AMERICA, INC., AS FIRST LIEN AGENT
|
|
|
|
By:
Its:
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE NAME
|
SITE STATUS
|
BOND AMOUNT
|
SELF BONDED?
|
Bandmill
|
O502090
|
ARACOMA COAL COMPANY, INC.
|
Ethel Prep Plant
|
Active
|
$179,520
|
YES
|
Bandmill
|
S501390
|
ARACOMA COAL COMPANY, INC.
|
Camp Branch Surface Mine
|
Active
|
$4,883,200
|
NO
|
Bandmill
|
S501390
|
ARACOMA COAL COMPANY, INC.
|
Camp Branch Surface Mine
|
Active
|
$736,800
|
YES
|
Bandmill
|
S501390
|
ARACOMA COAL COMPANY, INC.
|
Camp Branch Surface Mine
|
Active
|
$405,000
|
YES
|
Bandmill
|
S503508
|
ARACOMA COAL COMPANY, INC.
|
Piney Branch Surface Mine
|
Active
|
$23,280
|
YES
|
Bandmill
|
U500499
|
ARACOMA COAL COMPANY, INC.
|
Chilton #1 Mine
|
Active
|
$110,160
|
YES
|
Bandmill
|
U500699
|
ARACOMA COAL COMPANY, INC.
|
Alma No. 1
|
Active
|
$147,000
|
YES
|
Bandmill
|
U502190
|
ARACOMA COAL COMPANY, INC.
|
Princess Aracoma Deep Mine
|
Active
|
$386,280
|
YES
|
Bandmill
|
U503008
|
ARACOMA COAL COMPANY, INC.
|
Upper Cedar Grove Deep Mine #2
|
Active
|
$45,360
|
YES
|
Bandmill
|
O500210
|
BANDMILL COAL CORPORATION
|
Bandmill Hollow Impoundment
|
Active
|
$22,800
|
NO
|
Bandmill
|
O503299
|
BANDMILL COAL CORPORATION
|
Tinsley Br Refuse Impoundment
|
Active
|
$1,879,840
|
YES
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$106,080
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$89,760
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$40,800
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$24,480
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$19,040
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$16,320
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$13,600
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
8, 160
|
NO
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Plant
|
Active
|
$116,960
|
YES
|
Bandmill
|
P071800
|
BANDMILL COAL CORPORATION
|
Bandmill Preparation Plant
|
Active
|
$73,160
|
YES
|
Bandmill
|
O500703
|
HIGHLAND MINING COMPANY
|
Freeze Fork Haulroad
|
Active
|
$47,000
|
YES
|
Bandmill
|
S501506
|
HIGHLAND MINING COMPANY
|
Reylas Surface Mine
|
Active
|
$962,240
|
NO
|
Bandmill
|
S501506
|
HIGHLAND MINING COMPANY
|
Reylas Surface Mine
|
Active
|
$2,162,240
|
YES
|
Bandmill
|
S501506
|
HIGHLAND MINING COMPANY
|
Reylas Surface Mine
|
Active
|
$15,520
|
YES
|
Bandmill
|
S501506
|
HIGHLAND MINING COMPANY
|
Reylas Surface Mine
|
Active
|
$388,000
|
YES
|
Bandmill
|
U061600
|
HIGHLAND MINING COMPANY
|
Coalburg #3 Mine
|
Active
|
$75,520
|
YES
|
Bandmill
|
P581
|
TRACE CREEK COAL COMPANY
|
Feats Loadout
|
Active
|
$21,280
|
NO
|
Bandmill
|
P581
|
TRACE CREEK COAL COMPANY
|
Feats Loadout
|
Active
|
$3,040
|
NO
|
Bens Creek – Black Bear
|
O500312
|
BROOKS RUN SOUTH MINING, LLC
|
Cow Creek Access Road
|
Active
|
$23,000
|
YES
|
Bens Creek – Black Bear
|
U500612
|
COBRA NATURAL RESOURCES, LLC
|
Pine Creek Mine No. 1
|
Active
|
$16,320
|
YES
|
Bens Creek – Black Bear
|
S400407
|
PREMIUM ENERGY, LLC
|
Premium Mills Surface Mine
|
Active
|
12, 600
|
NO
|
Delbarton
|
O015683
|
DELBARTON MINING COMPANY
|
Prep Plant
|
Active
|
$40,320
|
YES
|
Delbarton
|
O508091
|
DELBARTON MINING COMPANY
|
Impoundment
|
Active
|
$675,840
|
YES
|
Delbarton
|
U501996
|
DELBARTON MINING COMPANY
|
Ruby
|
Active
|
$90,000
|
YES
|
Delbarton
|
U502699
|
DELBARTON MINING COMPANY
|
Keilty
|
Active
|
$32,760
|
YES
|
Delbarton
|
U502699
|
DELBARTON MINING COMPANY
|
Keilty
|
Active
|
$32,760
|
YES
|
Delbarton
|
U502699
|
DELBARTON MINING COMPANY
|
Keilty
|
Active
|
$10,800
|
YES
|
Elk Run
|
O504293
|
ELK RUN COAL COMPANY, INC.
|
Chess Refuse Disposal Facility
|
Active
|
$2,131,920
|
YES
|
Elk Run
|
P047000
|
ELK RUN COAL COMPANY, INC.
|
Chess Processing Complex
|
Active
|
$372,600
|
YES
|
Elk Run
|
U300996
|
ELK RUN COAL COMPANY, INC.
|
Laurel Powellton Mine
|
Active
|
$11,000
|
YES
|
Erbacon
|
O201810
|
BROOKS RUN MINING COMPANY, LLC
|
Stump Hollow Impoundment
|
Active
|
$197,060
|
YES
|
Erbacon
|
S200912
|
BROOKS RUN MINING COMPANY, LLC
|
Hoovers Landing
|
Active
|
$143,520
|
YES
|
Goals
|
S301709
|
MARFORK COAL COMPANY, INC.
|
Hazy Creek Surface Mine
|
Active
|
$54,720
|
YES
|
Inman Admiral
|
O003682
|
BLACK CASTLE MINING COMPANY
|
Admiral Processing and Crooked Run Impoundment
|
Active
|
$1,240,320
|
YES
|
Inman Admiral
|
S501200
|
BLACK CASTLE MINING COMPANY
|
Laxare East Surface Mine
|
Active
|
$2,555,000
|
NO
|
Inman Admiral
|
S501200
|
BLACK CASTLE MINING COMPANY
|
Laxare East Surface Mine
|
Active
|
$539,760
|
NO
|
Inman Admiral
|
S502300
|
BLACK CASTLE MINING COMPANY
|
Black Castle Contour
|
Active
|
$2,101,400
|
NO
|
Inman Admiral
|
S502300
|
BLACK CASTLE MINING COMPANY
|
Black Castle Contour
|
Active
|
$1,235,440
|
NO
|
Inman Admiral
|
S502401
|
BLACK CASTLE MINING COMPANY
|
Lexerd Surface Mine
|
Active
|
$814,680
|
NO
|
Inman Admiral
|
S502401
|
BLACK CASTLE MINING COMPANY
|
Lexerd Surface Mine
|
Active
|
$15,000
|
NO
|
Inman Admiral
|
S500105
|
ELK RUN COAL COMPANY, INC.
|
Short Ridge Surface Mine
|
Active
|
$160,920
|
NO
|
Inman Admiral
|
S500105
|
ELK RUN COAL COMPANY, INC.
|
Short Ridge Surface Mine
|
Active
|
$140,400
|
NO
|
Inman Admiral
|
S500105
|
ELK RUN COAL COMPANY, INC.
|
Short Ridge Surface Mine
|
Active
|
$64,760
|
NO
|
Inman Admiral
|
S500105
|
ELK RUN COAL COMPANY, INC.
|
Short Ridge
|
Active
|
$584,080
|
YES
|
Inman Admiral
|
S500105
|
ELK RUN COAL COMPANY, INC.
|
Short Ridge
|
Active
|
$509,600
|
YES
|
Inman Admiral
|
S500105
|
ELK RUN COAL COMPANY, INC.
|
Short Ridge
|
Active
|
$380,240
|
YES
|
Inman Admiral
|
S502300
|
ELK RUN COAL COMPANY, INC.
|
Black Castle Contour
|
Active
|
$233,160
|
YES
|
Inman Admiral
|
S502300
|
ELK RUN COAL COMPANY, INC.
|
Black Castle Contour
|
Active
|
$175,000
|
YES
|
Inman Admiral
|
S502300
|
ELK RUN COAL COMPANY, INC.
|
Black Castle Contour
|
Active
|
$91,560
|
YES
|
Inman Admiral
|
S502898
|
ELK RUN COAL COMPANY, INC.
|
West of Stollings Surface Mine
|
Active
|
$25,000
|
NO
|
Inman Admiral
|
S502898
|
ELK RUN COAL COMPANY, INC.
|
West of Stollings
|
Active
|
$6,542,862
|
YES
|
Inman Admiral
|
S505792
|
ELK RUN COAL COMPANY, INC.
|
East of Stollings
|
Active
|
$4,016,600
|
YES
|
Inman Admiral
|
S505792
|
ELK RUN COAL COMPANY, INC.
|
East of Stollings
|
Active
|
$3,406,600
|
YES
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE NAME
|
SITE STATUS
|
BOND AMOUNT
|
SELF BONDED?
|
Inman Admiral
|
S505792
|
ELK RUN COAL COMPANY, INC.
|
East of Stollings
|
Active
|
$41,800
|
YES
|
Inman Admiral
|
S600687
|
ELK RUN COAL COMPANY, INC.
|
Checkmate
|
Active
|
$305,000
|
YES
|
Inman Admiral
|
S501200
|
INDEPENDENCE COAL COMPANY, INC.
|
Laxare East Surface Mine
|
Active
|
$25,000
|
NO
|
Inman Admiral
|
S501200
|
INDEPENDENCE COAL COMPANY, INC.
|
Laxare East Surface Mine
|
Active
|
$4,125,240
|
YES
|
Inman Admiral
|
S501200
|
INDEPENDENCE COAL COMPANY, INC.
|
Laxare East Surface Mine
|
Active
|
$0
|
YES
|
Inman Admiral
|
S501200
|
INDEPENDENCE COAL COMPANY, INC.
|
Laxare East Surface Mine
|
Active
|
$215,540
|
YES
|
Inman Admiral
|
S502401
|
INDEPENDENCE COAL COMPANY, INC.
|
Lexerd Surface Mine
|
Active
|
$2,350,320
|
YES
|
Inman Admiral
|
S502401
|
INDEPENDENCE COAL COMPANY, INC.
|
Lexerd Surface Mine
|
Active
|
$375,380
|
YES
|
Inman Admiral
|
H021200
|
OMAR MINING COMPANY
|
Plant / Laurel Ck Haulroad
|
Active
|
$18,000
|
YES
|
Inman Admiral
|
H039600
|
OMAR MINING COMPANY
|
Chesterfield #11 - #13 Haulroad
|
Active
|
$10,000
|
YES
|
Inman Admiral
|
S503190
|
OMAR MINING COMPANY
|
Horse Hollow Surface Mine
|
Active
|
$271,600
|
YES
|
Inman Admiral
|
O400710
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Indian Creek Haulroad
|
Active
|
$10,000
|
YES
|
Inman Admiral
|
S400810
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Indian Creek Sewell HWM
|
Active
|
$52,800
|
YES
|
Inman Admiral
|
S401909
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Indian Creek Sewell Deep Mine No. 1
|
Active
|
$15,960
|
YES
|
Kepler
|
U301512
|
BROOKS RUN MINING COMPANY, LLC
|
Marianna Slope Mine
|
Active
|
35, 720
|
NO
|
Kepler
|
U301512
|
BROOKS RUN MINING COMPANY, LLC
|
Marianna Slope Mine
|
Active
|
$0
|
YES
|
Kepler
|
U401289
|
BROOKS RUN MINING COMPANY, LLC
|
Marianna Sewell (Alpine 3)
|
Active
|
$28,320
|
NO
|
Kepler
|
U401406
|
BROOKS RUN MINING COMPANY, LLC
|
Farnsworth Mine
|
Active
|
$10,400
|
YES
|
Kepler
|
E004500
|
KEPLER PROCESSING COMPANY, LLC
|
Kepler Prep Plant & Refuse & Impondment
|
Active
|
$553,280
|
YES
|
Kepler
|
O400603
|
KEPLER PROCESSING COMPANY, LLC
|
Big Branch Impoundment
|
Active
|
$513,360
|
YES
|
Kepler
|
O402496
|
KEPLER PROCESSING COMPANY, LLC
|
Big Branch Course Refuse Dump 2
|
Active
|
$201,600
|
YES
|
Kepler
|
O400696
|
PAYNTER BRANCH MINING, INC.
|
WVDEP Huff Mountain Haul Road
|
Active
|
$21,000
|
YES
|
Kepler
|
H043300
|
RIVERSIDE ENERGY COMPANY, LLC
|
Still Run Haulroad
|
Active
|
$13,000
|
YES
|
Kepler
|
H044500
|
RIVERSIDE ENERGY COMPANY, LLC
|
Sugar Run Haulroad
|
Active
|
$10,000
|
YES
|
Kepler
|
U400801
|
RIVERSIDE ENERGY COMPANY, LLC
|
Still Run 11
|
Active
|
$17,080
|
YES
|
Kepler
|
O000684
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
|
Active
|
$98,280
|
NO
|
Kepler
|
O000684
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
|
Active
|
$42,120
|
NO
|
Kepler
|
O000684
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
|
Active
|
$12,480
|
NO
|
Kepler
|
O000684
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
|
Active
|
$3,120
|
NO
|
Kepler
|
O000684
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Marianna Plant
|
Active
|
$161,240
|
YES
|
Kepler
|
O400710
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Indian Creek Haulroad
|
Active
|
$10,000
|
NO
|
Kepler
|
S400810
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Indian Creek Sewell HWM
|
Active
|
$51,040
|
NO
|
Kepler
|
U400105
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Guyandotte Slope Mine
|
Active
|
$122,000
|
YES
|
Kepler
|
U401909
|
ROAD FORK DEVELOPMENT COMPANY, INC.
|
Indian Creek Sewell Deep Mine No. 1
|
Active
|
$15,960
|
NO
|
Kingston
|
O301198
|
KINGSTON MINING, INC.
|
WVDEP Preparation Plant
|
Active
|
$79,200
|
YES
|
Kingston
|
O301993
|
KINGSTON MINING, INC.
|
WVDEP Refuse Area
|
Active
|
$757,740
|
YES
|
Kingston
|
U042800
|
KINGSTON MINING, INC.
|
WVDEP King Powellton No. 5/Belt Tunnel
|
Active
|
$299,880
|
YES
|
Kingston
|
U300496
|
KINGSTON MINING, INC.
|
Kingston Resources
|
Active
|
$12,200
|
NO
|
Kingston
|
U300496
|
KINGSTON MINING, INC.
|
WVDEP Kingston No. 1 Mine
|
Active
|
$58,560
|
YES
|
Kingston
|
U300512
|
KINGSTON MINING, INC.
|
Kingston No. 5 Mine - Glen Alum
|
Active
|
$18,360
|
NO
|
Kingston
|
U300597
|
KINGSTON MINING, INC.
|
WVDEP Kingston No. 3 Mine
|
Active
|
$32,760
|
YES
|
Kingston
|
U300601
|
KINGSTON MINING, INC.
|
WVDEP Kingston No. 2 Mine
|
Active
|
$22,800
|
YES
|
Liberty
|
O601887
|
JACKS BRANCH COAL COMPANY
|
|
Active
|
$10,000
|
YES
|
Liberty
|
O602489
|
JACKS BRANCH COAL COMPANY
|
|
Active
|
$10,000
|
YES
|
Litwar
|
P068700
|
LITWAR PROCESSING COMPANY, LLC
|
Litwar Prep Plant
|
Active
|
$120,960
|
YES
|
Litwar
|
R064300
|
LITWAR PROCESSING COMPANY, LLC
|
Litwar Refuse Facility
|
Active
|
$56,320
|
NO
|
Litwar
|
R064300
|
LITWAR PROCESSING COMPANY, LLC
|
Litwar Refuse
|
Active
|
$266,240
|
YES
|
Litwar
|
U400204
|
RIVERSIDE ENERGY COMPANY, LLC
|
War Branch 2
|
Active
|
$10,000
|
YES
|
Litwar
|
U401207
|
RIVERSIDE ENERGY COMPANY, LLC
|
Horse Creek Mine 1
|
Active
|
19, 520
|
YES
|
Litwar
|
U401508
|
RIVERSIDE ENERGY COMPANY, LLC
|
Rock Branch Mine 2
|
Active
|
$10,200
|
YES
|
Litwar
|
U401908
|
RIVERSIDE ENERGY COMPANY, LLC
|
Lower War Eagle Mine
|
Active
|
$48,240
|
YES
|
Mammoth
|
H059900
|
ALEX ENERGY, INC.
|
Princess Beverly Haulroad
|
Active
|
$4,000
|
YES
|
Mammoth
|
O601186
|
ALEX ENERGY, INC.
|
Carbon Haulroad
|
Active
|
$5,000
|
YES
|
Mammoth
|
O601186
|
ALEX ENERGY, INC.
|
Carbon Haulroad
|
Active
|
$2,000
|
YES
|
Mammoth
|
S300101
|
ALEX ENERGY, INC.
|
Republic 2
|
Active
|
$2,737,920
|
YES
|
Mammoth
|
S300599
|
ALEX ENERGY, INC.
|
Kayford #5
|
Active
|
$1,340,480
|
YES
|
Mammoth
|
S300697
|
ALEX ENERGY, INC.
|
Lick Knob 2
|
Active
|
$256,000
|
YES
|
Mammoth
|
S301011
|
ALEX ENERGY, INC.
|
Long Branch Surface Mine
|
Active
|
$396,000
|
YES
|
Mammoth
|
S301203
|
ALEX ENERGY, INC.
|
Republic 3
|
Active
|
$55,000
|
YES
|
Mammoth
|
S301308
|
ALEX ENERGY, INC.
|
Enduring Freedom
|
Active
|
$276,080
|
YES
|
Mammoth
|
S302195
|
ALEX ENERGY, INC.
|
Eagle Land Surface Mine
|
Active
|
$2,130,000
|
NO
|
Mammoth
|
S302195
|
ALEX ENERGY, INC.
|
Eagle Land # 1 Surface
|
Active
|
645, 000
|
YES
|
Mammoth
|
S302299
|
ALEX ENERGY, INC.
|
Skitter Creek 2
|
Active
|
$10,000
|
YES
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE NAME
|
SITE STATUS
|
BOND AMOUNT
|
SELF BONDED?
|
Mammoth
|
S302500
|
ALEX ENERGY, INC.
|
Republic 1
|
Active
|
$0
|
YES
|
Mammoth
|
S302794
|
ALEX ENERGY, INC.
|
Skitter Creek 1
|
Active
|
$1,891,200
|
YES
|
Mammoth
|
U300109
|
ALEX ENERGY, INC.
|
Empire Coalburg Deep Mine
|
Active
|
$57,960
|
YES
|
Mammoth
|
O007582
|
JACKS BRANCH COAL COMPANY
|
Mammoth Processing
|
Active
|
$649,440
|
YES
|
Mammoth
|
O300608
|
JACKS BRANCH COAL COMPANY
|
Jacks Branch Haul Road
|
Active
|
$130,000
|
YES
|
Mammoth
|
S012782
|
JACKS BRANCH COAL COMPANY
|
Dunn Hollow Refuse Facility
|
Active
|
$888,720
|
YES
|
Mammoth
|
S012782
|
JACKS BRANCH COAL COMPANY
|
Dunn Hollow Refuse Facility
|
Active
|
$173,880
|
YES
|
Mammoth
|
S012782
|
JACKS BRANCH COAL COMPANY
|
Dunn Hollow Refuse Facility
|
Active
|
$22,080
|
YES
|
Mammoth
|
U304291
|
JACKS BRANCH COAL COMPANY
|
Mine No. 130 Shadrick Portal
|
Active
|
$369,360
|
YES
|
Mammoth
|
H063200
|
KANAWHA ENERGY COMPANY
|
Harewood Strip Haul Road
|
Active
|
$44,000
|
YES
|
Mammoth
|
U300704
|
KANAWHA ENERGY COMPANY
|
Laurel Hollow Coalburg Tunnel Deep Mine
|
Active
|
$128,640
|
YES
|
Mammoth
|
U301002
|
KANAWHA ENERGY COMPANY
|
Slabcamp Stockton Deep Mine Slabcamp Stockton Deep Mine
|
Active
|
$195,800
|
YES
|
Mammoth
|
H059900
|
REPUBLIC ENERGY, INC.
|
Princess Beverly Haulroad
|
Active
|
$36,000
|
NO
|
Mammoth
|
O601186
|
REPUBLIC ENERGY, INC.
|
Carbon Haulroad
|
Active
|
$35,000
|
NO
|
Mammoth
|
S300101
|
REPUBLIC ENERGY, INC.
|
Republic 2
|
Active
|
$1,075,000
|
NO
|
Mammoth
|
S300101
|
REPUBLIC ENERGY, INC.
|
Republic 2
|
Active
|
$132,080
|
NO
|
Mammoth
|
S301308
|
REPUBLIC ENERGY, INC.
|
Enduring Freedom Surface Mine
|
Active
|
$148,800
|
NO
|
Mammoth
|
S301308
|
REPUBLIC ENERGY, INC.
|
Enduring Freedom Surface Mine
|
Active
|
$106,640
|
NO
|
Mammoth
|
S301308
|
REPUBLIC ENERGY, INC.
|
Enduring Freedom Surface Mine
|
Active
|
$104,160
|
NO
|
Mammoth
|
S301308
|
REPUBLIC ENERGY, INC.
|
Enduring Freedom Surface Mine
|
Active
|
$42,160
|
NO
|
Mammoth
|
S301492
|
REPUBLIC ENERGY, INC.
|
Kayford # 4
|
Active
|
$364,560
|
NO
|
Mammoth
|
S302195
|
REPUBLIC ENERGY, INC.
|
Eagle Land Surface Mine
|
Active
|
$1,395,000
|
NO
|
Mammoth
|
S302195
|
REPUBLIC ENERGY, INC.
|
Eagle Land Surface Mine
|
Active
|
$1,230,000
|
NO
|
Mammoth
|
S302299
|
REPUBLIC ENERGY, INC.
|
Skitter Creek 2
|
Active
|
$955,000
|
NO
|
Mammoth
|
S302500
|
REPUBLIC ENERGY, INC.
|
Republic 1
|
Active
|
$1,515,000
|
NO
|
Marfork
|
U003483
|
EAGLE ENERGY INC.
|
|
Active
|
$345,960
|
YES
|
Marfork
|
O300594
|
MARFORK COAL COMPANY, INC.
|
Low Gap Refuse
|
Active
|
$803,040
|
YES
|
Marfork
|
O301095
|
MARFORK COAL COMPANY, INC.
|
Brushy Fork Slurry Impoundment
|
Active
|
$2,967,000
|
YES
|
Marfork
|
O302493
|
MARFORK COAL COMPANY, INC.
|
Marfork Processing
|
Active
|
$404,000
|
YES
|
Marfork
|
U300104
|
MARFORK COAL COMPANY, INC.
|
Horse Creek Eagle Mine - Workman Creek Facilities
|
Active
|
$44,240
|
NO
|
Marfork
|
U300104
|
MARFORK COAL COMPANY, INC.
|
Horse Creek Eagle Mine
|
Active
|
$489,800
|
YES
|
Marfork
|
U300204
|
MARFORK COAL COMPANY, INC.
|
370 Packsville/Marfork Road
|
Active
|
$3,000
|
NO
|
Marfork
|
U300204
|
MARFORK COAL COMPANY, INC.
|
Horse Creek No. 2 Gas Mine
|
Active
|
$120,000
|
YES
|
Marfork
|
U300398
|
MARFORK COAL COMPANY, INC.
|
|
Active
|
$89,640
|
YES
|
Marfork
|
U300398
|
MARFORK COAL COMPANY, INC.
|
Panther Eagle Deep Mine
|
Active
|
$21,720
|
YES
|
Marfork
|
U300693
|
MARFORK COAL COMPANY, INC.
|
Brushy Eagle Mine
|
Active
|
$379,440
|
YES
|
Marfork
|
U300900
|
MARFORK COAL COMPANY, INC.
|
Coon Cedar Grove
|
Active
|
$73,200
|
YES
|
Marfork
|
U301209
|
MARFORK COAL COMPANY, INC.
|
Glen Alum Tunnel Mine
|
Active
|
$54,600
|
YES
|
Marfork
|
U301399
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge Powellton
|
Active
|
$43,920
|
YES
|
Marfork
|
U302100
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge Cedar Grove
|
Active
|
$186,440
|
NO
|
Marfork
|
U302100
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge Cedar Grove
|
Active
|
$51,120
|
NO
|
Marfork
|
U302100
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge Cedar Grove Deep Mine
|
Active
|
$31,600
|
NO
|
Marfork
|
U302100
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge Ceder Grove
|
Active
|
$6,320
|
NO
|
Marfork
|
U302100
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge Cedar Grove
|
Active
|
$208,000
|
YES
|
Marfork
|
H047800
|
PERFORMANCE COAL COMPANY
|
Montcoal Mountain Haulroad
|
Active
|
$32,000
|
NO
|
Marfork
|
O301791
|
PERFORMANCE COAL COMPANY
|
Ellis Creek Refuse
|
Active
|
292, 320
|
YES
|
Marfork
|
O303290
|
PERFORMANCE COAL COMPANY
|
Ellis Creek-Refuse Conveyor
|
Active
|
$22,000
|
NO
|
Marfork
|
O303290
|
PERFORMANCE COAL COMPANY
|
Ellis Creek-Refuse Conveyor
|
Active
|
$10,000
|
NO
|
Marfork
|
O303290
|
PERFORMANCE COAL COMPANY
|
Ellis Creek-Refuse Conveyor
|
Active
|
$1,000
|
YES
|
Marfork
|
H030900
|
PIONEER FUEL CORPORATION
|
|
Active
|
$65,000
|
YES
|
Marfork
|
O301489
|
PIONEER FUEL CORPORATION
|
WVDEP Pax Haulroad
|
Active
|
$39,000
|
YES
|
Marfork
|
O302103
|
PIONEER FUEL CORPORATION
|
WVDEP Pax Loadout
|
Active
|
$156,600
|
YES
|
Marfork
|
O302103
|
PIONEER FUEL CORPORATION
|
WVDEP Pax Loadout
|
Active
|
$43,200
|
YES
|
Marfork
|
S301003
|
PIONEER FUEL CORPORATION
|
WVDEP MT-5A
|
Active
|
$2,480,000
|
YES
|
Marfork
|
S301006
|
PIONEER FUEL CORPORATION
|
MT-5B Surface Mine
|
Active
|
$2,074,080
|
YES
|
Marfork
|
S301599
|
PIONEER FUEL CORPORATION
|
WVDEP Horse Creek Surface Mine
|
Active
|
$2,315,000
|
YES
|
Marfork
|
S301803
|
PIONEER FUEL CORPORATION
|
WVDEP Ewing Fork No. 2
|
Active
|
$2,060,160
|
YES
|
Marfork
|
S301803
|
PIONEER FUEL CORPORATION
|
WVDEP Ewing Fork No. 2
|
Active
|
$305,600
|
YES
|
Marfork
|
O012583
|
REPUBLIC ENERGY, INC.
|
Workman Creek Impoundment
|
Active
|
$9,780
|
NO
|
Marfork
|
O012583
|
REPUBLIC ENERGY, INC.
|
Rowland Prep Plant
|
Active
|
$744,360
|
YES
|
Marfork
|
S300208
|
REPUBLIC ENERGY, INC.
|
Collins Fork Remediation Project
|
Active
|
$659,680
|
YES
|
Marfork
|
S301712
|
REPUBLIC ENERGY, INC.
|
Middle Ridge Surface Mine
|
Active
|
$345,600
|
YES
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE NAME
|
SITE STATUS
|
BOND AMOUNT
|
SELF BONDED?
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
Holden 29 Refuse Facility
|
Reclaim-Only
|
$336,600
|
NO
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
Holden 29 Refuse Facility
|
Reclaim-Only
|
$126,720
|
NO
|
Bandmill
|
O504286
|
TRACE CREEK COAL COMPANY
|
Old Elm Haulroad
|
Reclaim-Only
|
$14,000
|
NO
|
Bandmill
|
O504691
|
TRACE CREEK COAL COMPANY
|
Holden 29 Materials Handling
|
Reclaim-Only
|
$30,000
|
NO
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
Laurel Fork Haulroad
|
Reclaim-Only
|
$1,000
|
NO
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
Laurel Fork Haulroad
|
Reclaim-Only
|
$26,000
|
NO
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
Laurel Fork Haulroad
|
Reclaim-Only
|
$1,000
|
NO
|
Bandmill
|
S504186
|
TRACE CREEK COAL COMPANY
|
Old Elm Surface
|
Reclaim-Only
|
$1,324,320
|
NO
|
Bandmill
|
S506288
|
TRACE CREEK COAL COMPANY
|
Mutual #1 Surface
|
Reclaim-Only
|
$1,631,840
|
NO
|
Bandmill
|
S505389
|
ALEX ENERGY, INC.
|
Whitman #2 Surface
|
Reclaim-Only
|
$913,000
|
YES
|
Bandmill
|
D001982
|
ARACOMA COAL COMPANY, INC.
|
8-C Mine
|
Reclaim-Only
|
$16,200
|
YES
|
Bandmill
|
U500500
|
ARACOMA COAL COMPANY, INC.
|
Bee Hollow Deep Mine
|
Reclaim-Only
|
$10,000
|
YES
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
Taplin Haulroad
|
Reclaim-Only
|
$1,000
|
YES
|
Bandmill
|
O005082
|
BANDMILL COAL CORPORATION
|
Earling Plant
|
Reclaim-Only
|
$25,000
|
YES
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
Right Hand Fork Surface Mine
|
Reclaim-Only
|
$1,210,000
|
YES
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
Right Hand Fork Surface Mine
|
Reclaim-Only
|
$105,000
|
YES
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
Wade #3 Surface Mine
|
Reclaim-Only
|
$1,513,200
|
YES
|
Bandmill
|
U021383
|
BANDMILL COAL CORPORATION
|
Wade Eagle Deep Mine
|
Reclaim-Only
|
$40,873
|
YES
|
Bandmill
|
O501104
|
HIGHLAND MINING COMPANY
|
North Haulroad
|
Reclaim-Only
|
$51,000
|
YES
|
Bandmill
|
P501114
|
HIGHLAND MINING COMPANY
|
Prospect Permit
|
Reclaim-Only
|
$6,500
|
YES
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
Whitman Creek Surface
|
Reclaim-Only
|
$855,080
|
YES
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
Highland #1 Surface Mine
|
Reclaim-Only
|
$1,037,400
|
YES
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
Georges Creek Surface Mine
|
Reclaim-Only
|
$1,128,640
|
YES
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
North Surface Mine #1
|
Reclaim-Only
|
$4,120
|
YES
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
Freeze Fork Surface Mine
|
Reclaim-Only
|
$1,513,600
|
YES
|
Bandmill
|
S503408
|
HIGHLAND MINING COMPANY
|
Sandy Gap Surface Mine
|
Reclaim-Only
|
$535,680
|
YES
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
North Surface Mine No. 2
|
Reclaim-Only
|
$380,512
|
YES
|
Bandmill
|
S508486
|
HIGHLAND MINING COMPANY
|
South Copperas Surface Mine
|
Reclaim-Only
|
$1,148,752
|
YES
|
Bandmill
|
U009283
|
RUM CREEK COAL SALES, INC.
|
Shively Deep Mine
|
Reclaim-Only
|
$10,000
|
YES
|
Bandmill
|
S500104
|
RUM CREEK COAL SALES, INC.
|
Anna Branch #2 Surface Mine
|
Reclaim-Only
|
$121,250
|
YES
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
Mountaineer Deep Mine No. 1
|
Reclaim-Only
|
$548,120
|
YES
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
Mountaineer Deep Mine No. 1
|
Reclaim-Only
|
$285,248
|
YES
|
Bens Creek – Black Bear
|
U503897
|
COBRA NATURAL RESOURCES, LLC
|
Mountaineer Alma A Deep Mine No. 1
|
Reclaim-Only
|
$723,640
|
YES
|
Bens Creek – Black Bear
|
O002685
|
COBRA NATURAL RESOURCES, LLC
|
Ben Creek Load Out
|
Reclaim-Only
|
$77,000
|
YES
|
Bens Creek – Black Bear
|
O500788
|
COBRA NATURAL RESOURCES, LLC
|
Mate Creek Load Out
|
Reclaim-Only
|
$30,000
|
YES
|
Bens Creek – Black Bear
|
O502386
|
COBRA NATURAL RESOURCES, LLC
|
Ben Creek Slurry Impoundment
|
Reclaim-Only
|
$1,852,780
|
YES
|
Bens Creek – Black Bear
|
O504191
|
COBRA NATURAL RESOURCES, LLC
|
Material Handling Facility
|
Reclaim-Only
|
$22,000
|
YES
|
Bens Creek – Black Bear
|
O505088
|
COBRA NATURAL RESOURCES, LLC
|
Black Bear Prep Plant
|
Reclaim-Only
|
$128,000
|
YES
|
Bens Creek – Black Bear
|
S401395
|
COBRA NATURAL RESOURCES, LLC
|
Low Gap Surface Mine No. 2
|
Reclaim-Only
|
$617,694
|
YES
|
Bens Creek – Black Bear
|
S504988
|
COBRA NATURAL RESOURCES, LLC
|
Ben Creek Surface Mine No. 1
|
Reclaim-Only
|
$316,800
|
YES
|
Bens Creek – Black Bear
|
U500498
|
COBRA NATURAL RESOURCES, LLC
|
Ridge Alma C Deep Mine
|
Reclaim-Only
|
$11,440
|
YES
|
Bens Creek – Black Bear
|
U500590
|
COBRA NATURAL RESOURCES, LLC
|
Hernshaw B-1 Deep
|
Reclaim-Only
|
$27,720
|
YES
|
Bens Creek – Black Bear
|
U503592
|
COBRA NATURAL RESOURCES, LLC
|
Sharkey Branch Lower Cedar Grove No. 2
|
Reclaim-Only
|
$28,224
|
YES
|
Bens Creek – Black Bear
|
U503792
|
COBRA NATURAL RESOURCES, LLC
|
Mountaineer Mine Sharkey Portal
|
Reclaim-Only
|
$22,176
|
YES
|
Bens Creek – Black Bear
|
U504491
|
COBRA NATURAL RESOURCES, LLC
|
Hernshaw C-1 Deep Mine
|
Reclaim-Only
|
$18,422
|
YES
|
Bens Creek – Black Bear
|
S400400
|
PREMIUM ENERGY, LLC
|
Surface Mine No. 3
|
Reclaim-Only
|
$4,555,000
|
YES
|
Bens Creek – Black Bear
|
S501307
|
PREMIUM ENERGY, LLC
|
Horsepen Highwall Miner No. 1
|
Reclaim-Only
|
$55,000
|
YES
|
Bens Creek– Black Bear
|
S502099
|
PREMIUM ENERGY, LLC
|
Surface Mine No. 2
|
Reclaim-Only
|
6,945, 000
|
YES
|
Bens Creek – Black Bear
|
S501608
|
PREMIUM ENERGY, LLC
|
Koon Knob Surface Mine No. 1
|
Reclaim-Only
|
$1,100,000
|
YES
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
Raw Mine No. 1
|
Reclaim-Only
|
$5,200
|
NO
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
Cucumber Mine (Raw)
|
Reclaim-Only
|
$223,600
|
YES
|
Cucumber
|
U007584
|
RIVERSIDE ENERGY COMPANY, LLC
|
Wesley-Postar Mine & Road & Siding
|
Reclaim-Only
|
$574,600
|
YES
|
Cucumber
|
U402387
|
RIVERSIDE ENERGY COMPANY, LLC
|
Apache Mine
|
Reclaim-Only
|
$88,400
|
YES
|
Delbarton
|
P502112
|
DELBARTON MINING COMPANY
|
Dingess Camp Branch Prospect
|
Reclaim-Only
|
$8,500
|
YES
|
Elk Run
|
O506086
|
EAGLE ENERGY INC.
|
Brown’s Branch Slurry Impoundment
|
Reclaim-Only
|
503, 200
|
YES
|
Elk Run
|
O004383
|
EAGLE ENERGY INC.
|
|
Reclaim-Only
|
$334,400
|
YES
|
Elk Run
|
Prospect
|
ELK RUN COAL COMPANY, INC.
|
Nod Point Prospect No. 2
|
Reclaim-Only
|
$1,500
|
YES
|
Elk Run
|
U066300
|
ELK RUN COAL COMPANY, INC.
|
Queen / Black Queen Mine
|
Reclaim-Only
|
$1,032,906
|
YES
|
Elk Run
|
P502213
|
PERFORMANCE COAL COMPANY
|
Eagle Water Study
|
Reclaim-Only
|
$3,000
|
YES
|
Elk Run
|
P300114
|
PERFORMANCE COAL COMPANY
|
Eagle Water Study
|
Reclaim-Only
|
$500
|
YES
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
Poplar Ridge Mine
|
Reclaim-Only
|
$18,200
|
NO
|
Erbacon
|
H052900
|
BROOKS RUN MINING COMPANY, LLC
|
#3B & #5B Haulroad
|
Reclaim-Only
|
$19,000
|
YES
|
Erbacon
|
H056200
|
BROOKS RUN MINING COMPANY, LLC
|
#8A Haulroad
|
Reclaim-Only
|
$27,000
|
YES
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE NAME
|
SITE STATUS
|
BOND AMOUNT
|
SELF BONDED?
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
Upper Big Branch South / Montcoal Eagle Mine
|
Reclaim-Only
|
$57,960
|
NO
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
Upper Big Branch South / Montcoal Eagle Mine
|
Reclaim-Only
|
$118,680
|
NO
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
Upper Big Branch South / Montcoal Eagle Mine
|
Reclaim-Only
|
$16,560
|
NO
|
Marfork
|
D004081
|
CLEAR FORK COAL COMPANY
|
Mine No. 14
|
Reclaim-Only
|
$60,060
|
YES
|
Marfork
|
S014278
|
CLEAR FORK COAL COMPANY
|
|
Reclaim-Only
|
$65,400
|
YES
|
Marfork
|
U008383
|
CLEAR FORK COAL COMPANY
|
Mine No. 9 & 11
|
Reclaim-Only
|
$15,600
|
YES
|
Marfork
|
U013000
|
CLEAR FORK COAL COMPANY
|
Mine No. 11
|
Reclaim-Only
|
$96,560
|
YES
|
Marfork
|
P500213
|
ELK RUN COAL COMPANY, INC.
|
Rockhouse Powellton Prospect
|
Reclaim-Only
|
$2,000
|
YES
|
Marfork
|
P300415
|
KINGSTON MINING, INC.
|
Toney Fork Prospect
|
Reclaim-Only
|
$4,500
|
YES
|
Marfork
|
P301513
|
MARFORK COAL COMPANY, INC.
|
White Queen Low Gap Hollow Prospect
|
Reclaim-Only
|
$1,000
|
YES
|
Marfork
|
Pending
|
MARFORK COAL COMPANY, INC.
|
Long Ridge Prospect No. 2
|
Reclaim-Only
|
$4,500
|
YES
|
Marfork
|
U301394
|
MARFORK COAL COMPANY, INC.
|
Lower Cedar Grove Mine
|
Reclaim-Only
|
$207,400
|
YES
|
Marfork
|
P301011
|
MARFORK COAL COMPANY, INC.
|
Eagle Mine Prospect
|
Reclaim-Only
|
$4,500
|
YES
|
Marfork
|
S300809
|
MARFORK COAL COMPANY, INC.
|
Slip Ridge HWM Surface
|
Reclaim-Only
|
$31,648
|
YES
|
Marfork
|
E003800
|
PERFORMANCE COAL COMPANY
|
Irene Portal No. 7 Mine
|
Reclaim-Only
|
$98,280
|
YES
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
Upper Big Branch South / Montcoal Eagle Mine
|
Reclaim-Only
|
$22,080
|
YES
|
Marfork
|
S011977
|
PIONEER FUEL CORPORATION
|
|
Reclaim-Only
|
$605,000
|
YES
|
Marfork
|
S400596
|
PIONEER FUEL CORPORATION
|
WVDEP Simmons Fork Surface Mine No. 1
|
Reclaim-Only
|
$2,765,280
|
YES
|
Marfork
|
S401595
|
PIONEER FUEL CORPORATION
|
WVDEP Winifrede No. 2
|
Reclaim-Only
|
$2,319,440
|
YES
|
Marfork
|
O400708
|
PIONEER FUEL CORPORATION
|
Little Eagle Breaker Rock
|
Reclaim-Only
|
$115,000
|
YES
|
Martin County
|
E001700
|
GREYEAGLE COAL COMPANY
|
Greyeagle Mine No. 1
|
Reclaim-Only
|
$964,440
|
YES
|
Martin County
|
O013983
|
GREYEAGLE COAL COMPANY
|
Left Fork Slurry Impoundment
|
Reclaim-Only
|
$6,181,722
|
YES
|
Nicholas
|
S005185
|
ALEX ENERGY, INC.
|
Right Fork Surface Mine
|
Reclaim-Only
|
$2,417,680
|
NO
|
Nicholas
|
S300199
|
ALEX ENERGY, INC.
|
|
Reclaim-Only
|
$1,591,760
|
NO
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
Robinson North Surface Mine
|
Reclaim-Only
|
$710,000
|
NO
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
Robinson North Surface Mine
|
Reclaim-Only
|
$513,360
|
NO
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
Right Fork Surface Mine
|
Reclaim-Only
|
$10,000
|
NO
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
Hatchet Surface Mine
|
Reclaim-Only
|
$140,400
|
NO
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
Area “A” West (Wildcat Surface)
|
Reclaim-Only
|
$2,455,200
|
NO
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
PGM Surface Mine No. 1
|
Reclaim-Only
|
$1,724,480
|
NO
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
Sugar Camp Winifrede Deep Mine
|
Reclaim-Only
|
$24,120
|
NO
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
Sugar Camp Winifrede Deep Mine
|
Reclaim-Only
|
$6,480
|
NO
|
Nicholas
|
S006385
|
ALEX ENERGY, INC.
|
Twenty Mile Creek Mine No. 901 Old Tate Surface Mine
|
Reclaim-Only
|
$212,400
|
NO
|
Nicholas
|
U302494
|
POWER MOUNTAIN COAL COMPANY
|
Winifrede X-1 Deep
|
Reclaim-Only
|
$21,600
|
NO
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
|
Reclaim-Only
|
$8,480,000
|
YES
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
Robinson North Surface Mine
|
Reclaim-Only
|
$2,040,000
|
YES
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
Right Fork Surface Mine
|
Reclaim-Only
|
$1,513,520
|
YES
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
Hatchet Surface Mine
|
Reclaim-Only
|
$3,600
|
YES
|
Nicholas
|
S300907
|
ALEX ENERGY, INC.
|
Lonestar Surface Mine
|
Reclaim-Only
|
$1,310,000
|
YES
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
Area “A” West (Wildcat Surface)
|
Reclaim-Only
|
$158,400
|
YES
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
PGM Surface Mine No. 1
|
Reclaim-Only
|
$467,840
|
YES
|
Nicholas
|
S302003
|
ALEX ENERGY, INC.
|
Tate Run Surface Mine
|
Reclaim-Only
|
$1,292,040
|
YES
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
Sugar Camp Winifrede Deep Mine
|
Reclaim-Only
|
$106,920
|
YES
|
Nicholas
|
S301192
|
ALEX ENERGY, INC.
|
Area “X”
|
Reclaim-Only
|
$222,404
|
YES
|
Nicholas
|
S301806
|
ALEX ENERGY, INC.
|
Spruce Run
|
Reclaim-Only
|
$773,280
|
YES
|
Nicholas
|
H015500
|
PEERLESS EAGLE COAL COMPANY
|
DR-21 Majestic Haul Road
|
Reclaim-Only
|
$10,000
|
YES
|
Nicholas
|
O002184
|
PEERLESS EAGLE COAL COMPANY
|
Old Glory Imp #1 @ Rock Camp Branch
|
Reclaim-Only
|
$301,000
|
YES
|
Nicholas
|
O004183
|
PEERLESS EAGLE COAL COMPANY
|
Rock Camp Br Refuse / Old Glory Prep
|
Reclaim-Only
|
$103,200
|
YES
|
Nicholas
|
O300293
|
PEERLESS EAGLE COAL COMPANY
|
Hutchinson Branch Haul Road
|
Reclaim-Only
|
$48,000
|
YES
|
Nicholas
|
O300589
|
PEERLESS EAGLE COAL COMPANY
|
Enoch Branch Haul Road
|
Reclaim-Only
|
$10,000
|
YES
|
Nicholas
|
O301286
|
PEERLESS EAGLE COAL COMPANY
|
Rock Camp Refuse
|
Reclaim-Only
|
$322,000
|
YES
|
Nicholas
|
O302093
|
PEERLESS EAGLE COAL COMPANY
|
Spirit Ridge Surface / #19 Deep / Haulroads
|
Reclaim-Only
|
$23,000
|
YES
|
Nicholas
|
S300590
|
PEERLESS EAGLE COAL COMPANY
|
Spirit Ridge Surface Mine
|
Reclaim-Only
|
$858,600
|
YES
|
Nicholas
|
U300489
|
PEERLESS EAGLE COAL COMPANY
|
Mine #15
|
Reclaim-Only
|
$57,960
|
YES
|
Nicholas
|
U302194
|
PEERLESS EAGLE COAL COMPANY
|
Lilly Fork Surface Mine / #21 Deep Mine
|
Reclaim-Only
|
$30,240
|
YES
|
Nicholas
|
O010983
|
PEERLESS EAGLE COAL COMPANY
|
Elm Refuse Area
|
Reclaim-Only
|
$10,000
|
YES
|
Nicholas
|
S008776
|
PEERLESS EAGLE COAL COMPANY
|
Majestic Surface Mine & Deep Mine #7
|
Reclaim-Only
|
$10,000
|
YES
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
MINE NAME
|
SITE STATUS
|
BOND AMOUNT
|
SELF BONDED?
|
Twilight
|
U501198
|
ELK RUN COAL COMPANY, INC.
|
Black Knight II Mine
|
Reclaim-Only
|
$245,760
|
YES
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
Upper Big Branch Surface Mine
|
Reclaim-Only
|
$1,100,000
|
YES
|
Twilight
|
S500398
|
INDEPENDENCE COAL COMPANY, INC.
|
Twilight II Surface Mine
|
Reclaim-Only
|
$5,290,000
|
YES
|
Twilight
|
S502396
|
INDEPENDENCE COAL COMPANY, INC.
|
Twilight MTR Surface Mine
|
Reclaim-Only
|
$12,445,000
|
YES
|
Twilight
|
U502196
|
INDEPENDENCE COAL COMPANY, INC.
|
Twilight Upper Cedar Grove
|
Reclaim-Only
|
$46,800
|
YES
|
Twin Star
|
S401197
|
TWIN STAR MINING, INC. - WV
|
Bull Creek Surface Mine No. 1
|
Reclaim-Only
|
$763,040
|
YES
|
Unassigned
|
P500612
|
INDEPENDENCE COAL COMPANY, INC.
|
Blue Pennant Prospect
|
Reclaim-Only
|
$5,000
|
YES
|
White Flame
|
S501501
|
WHITE FLAME ENERGY, INC.
|
Surface Mine No. 10
|
Reclaim-Only
|
$5,800,000
|
YES
|
White Flame
|
S502097
|
WHITE FLAME ENERGY, INC.
|
Surface Mine No. 9
|
Reclaim-Only
|
$774,360
|
YES
|
6.
|
Funding of the Reorganized Debtors’ Water Treatment Obligations Pursuant to the Water Treatment Stipulation
|
YEAR
|
PAYMENT DATES
|
AGGREGATE ANNUAL
PAYMENT AMOUNT |
2017
|
July 1, October 1
|
$1,000,000
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$15,000,000
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
/s/ Mark M. Manno
|
|
|
By: Mark M. Manno
Its: EVP, General Counsel, CPO & Secretary |
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
|
|
|
By:
Its: |
|
By:
Its: |
WEST VIRGINIA DEPARTMENT OF ENVIRONMENT AL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
|
|
|
By:
Its: |
|
By:
Its: |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
|
|
By:
Its: |
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
|
|
|
By:
Its:
|
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
/s/ John DeGroote
|
|
|
By: John DeGroote
Its: President and Secretary
|
|
By:
Its: |
WEST VIRGINIA DEPARTMENT OF ENVIRONMENT AL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
|
|
|
By:
Its: |
|
By:
Its: |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
|
|
By:
Its: |
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
|
|
|
By:
Its: |
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
|
|
|
By:
Its: |
|
By:
Its: |
WEST VIRGINIA DEPARTMENT OF ENVIRONMENT AL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
/s/ Kristin A. Boggs
|
|
|
By: Kristin A. Boggs
Its: General Counsel |
|
By:
Its: |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
|
|
By:
Its: |
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
|
|
|
By:
Its: |
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
|
|
|
By:
Its: |
|
By:
Its: |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
/s/ James Hafliger
|
|
By: James Hafliger
Its: Office of Mines and Minerals Director |
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
|
|
|
By:
Its:
|
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
|
|
|
By:
Its: |
|
By:
Its: |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
|
|
By:
Its: |
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
|
|
|
By:
Its: |
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
|
|
/s/ Joseph G. Pizarchik
|
By:
Its: |
|
By: Joseph G. Pizarchik
Its: Director |
WEST VIRGINIA DEPARTMENT OF ENVIRONMENT AL PROTECTION
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
|
|
|
By:
Its: |
|
By:
Its: |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
|
|
By:
Its: |
|
ALPHA NATURAL RESOURCES, INC., on behalf of itself and its debtor-affiliates
|
|
KENTUCKY ENERGY AND ENVIRONMENT CABINET, DEPARTMENT FOR NATURAL RESOURCES
|
|
|
|
By:
Its: |
|
By:
Its: |
|
CONTURA ENERGY, INC.
|
|
OFFICE OF SURFACE MINING, RECLAMATION AND ENFORCEMENT
|
|
|
|
By:
Its: |
|
By:
Its: |
|
|
VIRGINIA DEPARTMENT OF MINES, MINERALS AND ENERGY
|
|
|
/s/ John Warren
|
By:
Its: |
|
By: John Warren
Its: Director |
ILLINOIS DEPARTMENT OF
NATURAL RESOURCES |
|
|
|
By:
Its: |
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502393
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505389
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S505489
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
WV1016938
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O3785
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O504286
|
TRACE CREEK COAL COMPANY
|
WV
|
Band mill
|
O504691
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
O5382
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S504186
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S506288
|
TRACE CREEK COAL COMPANY
|
WV
|
Bandmill
|
S505389
|
ALEX ENERGY, INC.
|
WV
|
Bandmill
|
D001982
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
U500500
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Bandmill
|
H071200
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O005082
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S502100
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
S501596
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
U021383
|
BANDMILL COAL CORPORATION
|
WV
|
Bandmill
|
O501104
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
P501114
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S000580
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500194
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S500201
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S501796
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503096
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S503408
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S504189
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
S508486
|
HIGHLAND MINING COMPANY
|
WV
|
Bandmill
|
U009283
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bandmill
|
S500104
|
RUM CREEK COAL SALES, INC.
|
WV
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Bens Creek – Black Bear
|
U501391
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503897
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O002685
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O500788
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O502386
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O504191
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
O505088
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S401395
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S504988
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500498
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U500590
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503592
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U503792
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
U504491
|
COBRA NATURAL RESOURCES, LLC
|
WV
|
Bens Creek – Black Bear
|
S400400
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501307
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S502099
|
PREMIUM ENERGY, LLC
|
WV
|
Bens Creek – Black Bear
|
S501608
|
PREMIUM ENERGY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U401694
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Cucumber
|
U007584
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Cucumber
|
U402387
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Delbarton
|
P502112
|
DELBARTON MINING COMPANY
|
WV
|
Elk Run
|
O506086
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
O004383
|
EAGLE ENERGY INC.
|
WV
|
Elk Run
|
Prospect
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
U066300
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Elk Run
|
P502213
|
PERFORMANCE COAL COMPANY
|
WV
|
Elk Run
|
P300114
|
PERFORMANCE COAL COMPANY
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H052900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H056200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200301
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
O200787
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S102690
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200205
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200401
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200493
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200593
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200609
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P052600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P201414
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P202014
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
R062000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Erbacon
|
S007185
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051600
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U102691
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201000
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201005
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201400
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201689
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U202100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
UO35900
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D000782
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011082
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
I048200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
P203507
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200310
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
S200487
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U051200
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U201498
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U307186
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D004781
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
H047100
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U101991
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
U200105
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Erbacon
|
D011382
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
R067300
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100798
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
O100898
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Erbacon
|
U100893
|
KINGWOOD MINING COMPANY, LLC
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
U301799
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301299
|
ALEX ENERGY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
S301100
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Goals
|
U301406
|
MARFORK COAL COMPANY, INC.
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
P064200
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R067100
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U306686
|
GREEN VALLEY COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Green Valley
|
H035600
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O001083
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O008683
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R069000
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
R070700
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U005985
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U300409
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U302912
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
O015583
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U014882
|
GREEN VALLEY COAL COMPANY
|
WV
|
Green Valley
|
U301407
|
GREEN VALLEY COAL COMPANY
|
WV
|
Inman Admiral
|
D010182
|
BLACK CASTLE MINING COMPANY
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S507586
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S601189
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S602688
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
S501400
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Inman Admiral
|
O509588
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
S007076
|
OMAR MINING COMPANY
|
WV
|
Inman Admiral
|
U040300
|
OMAR MINING COMPANY
|
WV
|
Kepler
|
R063000
|
DUCHESS COAL COMPANY
|
WV
|
Kepler
|
D006982
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O010783
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O017483
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
U058900
|
BIG BEAR MINING COMPANY
|
WV
|
Kepler
|
O005983
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
O007882
|
HERNDON PROCESSING COMPANY, LLC
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400300
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S400896
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
S401298
|
PAYNTER BRANCH MINING, INC.
|
WV
|
Kepler
|
U503496
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
U503596
|
PIONEER MINING, INC.
|
WV
|
Kepler
|
NPDES WV 1012207
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U047100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U402195
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400196
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Kepler
|
U400295
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400595
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400695
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400697
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U400901
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401100
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401300
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401497
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kepler
|
U401200
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Kingston
|
P300115
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
|
KINGSTON MINING, INC.
|
WV
|
Kingston
|
P301012
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
P301413
|
KINGSTON RESOURCES, INC.
|
WV
|
Kingston
|
Prospect No. 9
|
KINGSTON RESOURCES, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501887
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501992
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U002685
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
O501106
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
S503097
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501298
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500594
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U500694
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U501398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U507991
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Liberty
|
U502191
|
OMAR MINING COMPANY
|
WV
|
Liberty
|
U501892
|
OMAR MINING COMPANY
|
WV
|
Litwar
|
P402708
|
BROOKS RUN MINING COMPANY, LLC
|
WV
|
Litwar
|
O011783
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
O007583
|
LITWAR PROCESSING COMPANY, LLC
|
WV
|
Litwar
|
P300514
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
U400102
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014483
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Litwar
|
O014883
|
RIVERSIDE ENERGY COMPANY, LLC
|
WV
|
Mammoth
|
P302013
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P303212
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
P304412
|
ALEX ENERGY, INC.
|
WV
|
Mammoth
|
S004577
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S007085
|
JACKS BRANCH COAL COMPANY
|
WV
|
Mammoth
|
S008379
|
JACKS BRANCH COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Marfork
|
Pending
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
U301394
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
P301011
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
S300809
|
MARFORK COAL COMPANY, INC.
|
WV
|
Marfork
|
E003800
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
U304292
|
PERFORMANCE COAL COMPANY
|
WV
|
Marfork
|
S011977
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S400596
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
S401595
|
PIONEER FUEL CORPORATION
|
WV
|
Marfork
|
O400708
|
PIONEER FUEL CORPORATION
|
WV
|
Martin County
|
E001700
|
GREYEAGLE COAL COMPANY
|
WV
|
Martin County
|
O013983
|
GREYEAGLE COAL COMPANY
|
WV
|
Nicholas
|
S005185
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300199
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S006385
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U302494
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300598
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300702
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300706
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S300907
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301391
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301405
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S302003
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
U301497
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301192
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
S301806
|
ALEX ENERGY, INC.
|
WV
|
Nicholas
|
H015500
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O002184
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O004183
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300293
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300589
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O301286
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O302093
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
S300590
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U300489
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U302194
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O010983
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Nicholas
|
S008776
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U026900
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U045800
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U065700
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
U067600
|
PEERLESS EAGLE COAL COMPANY
|
WV
|
Nicholas
|
O300895
|
POWER MOUNTAIN COAL COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
D003181
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O507892
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U066700
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U507192
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
E002800
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O004184
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
O504989
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
P057200
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U502000
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rawl
|
U504687
|
RAWL SALES & PROCESSING COMPANY
|
WV
|
Rockspring
|
Prospect
|
LAUREL CREEK CO., INC.
|
WV
|
Rockspring
|
U500601
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507292
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
S504689
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O501090
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U507692
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U500304
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U501091
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
U502006
|
ARACOMA COAL COMPANY, INC.
|
WV
|
Rockspring
|
O505491
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
U002584
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
P501014
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
Pending
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Rockspring
|
O503290
|
ROCKSPRING DEVELOPMENT, INC.
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
S501798
|
HIGHLAND MINING COMPANY
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Superior
|
S501798
|
ROAD FORK DEVELOPMENT COMPANY, INC
|
WV
|
Superior
|
U502398
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U506688
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U501100
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
U502194
|
SPARTAN MINING COMPANY
|
WV
|
Superior
|
O004484
|
STIRRAT COAL COMPANY
|
WV
|
Superior
|
U501087
|
STIRRAT COAL COMPANY
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502007
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502408
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U301695
|
PERFORMANCE COAL COMPANY
|
WV
|
Twilight
|
U501295
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
O501496
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
O507891
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
U501198
|
ELK RUN COAL COMPANY, INC.
|
WV
|
Twilight
|
S301999
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S500398
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
S502396
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twilight
|
U502196
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
Twin Star
|
S401197
|
TWIN STAR MINING, INC. - WV
|
WV
|
Unassigned
|
P500612
|
INDEPENDENCE COAL COMPANY, INC.
|
WV
|
White Flame
|
S501501
|
WHITE FLAME ENERGY, INC.
|
WV
|
White Flame
|
S502097
|
WHITE FLAME ENERGY, INC.
|
WV
|
Wabash
|
39
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
276
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
290
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
158
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
Prospect
|
WABASH MINE HOLDING COMPANY
|
IL
|
Wabash
|
298
|
WABASH MINE HOLDING COMPANY
|
IL
|
Coalgood
|
8480322
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480324
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8480325
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485533
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487037
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487038
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8487039
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488083
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8488084
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489031
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8489032
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
6805012
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800014
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8800062
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Martin County
|
8800207
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805179
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805182
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805188
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805189
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8805190
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8807000
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807002
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808008
|
PETER CAVE MINING COMPANY
|
KY
|
Martin County
|
8808015
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808016
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808017
|
PETER CAVE MINING COMPANY
|
KY
|
Roxana
|
8675269
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
2985329
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
2985332
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8365601
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8585079
|
BELFRY COAL CORPORATION
|
KY
|
Sidney
|
8980573
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984146
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984399
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984400
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984424
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984430
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8985167
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985736
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985742
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985977
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985986
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987025
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987094
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8988168
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8988170
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989156
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989159
|
LONG FORK COAL COMPANY
|
KY
|
Coalgood
|
8485532
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Coalgood
|
8485535
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Marnti County
|
8805187
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Roxana
|
8675272
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675279
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675280
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675282
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
8984029
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984194
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984431
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984433
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984434
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Sidney
|
8984435
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984436
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984496
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985739
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Martin County
|
8805175
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805186
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Sidney
|
8980835
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8980932
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984095
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8987082
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Coalgood
|
8485536
|
HARLAN RECLAMATION SERVICES LLC
|
KY
|
Martin County
|
8800215
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805147
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8805180
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8807001
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Martin County
|
8808010
|
MARTIN COUNTY COAL CORPORATION
|
KY
|
Rawl
|
8984439
|
NEW RIDGE MINING COMPANY
|
KY
|
Roxana
|
8675268
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675278
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Roxana
|
8675283
|
ENTERPRISE MINING COMPANY, LLC
|
KY
|
Sidney
|
4985319
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
6985333
|
ISLAND CREEK COAL COMPANY
|
KY
|
Sidney
|
8980639
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980914
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980915
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8980947
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984223
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984418
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8984432
|
ROAD FORK DEVELOPMENT COMPANY,
|
KY
|
Sidney
|
8984437
|
LONG FORK COAL COMPANY
|
KY
|
Sidney
|
8985579
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985646
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985647
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985649
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985735
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985745
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985746
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8985751
|
SIDNEY COAL COMPANY, INC.
|
KY
|
Sidney
|
8989160
|
NEW RIDGE MINING COMPANY
|
KY
|
Twin Star
|
1101960
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101961
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101966
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101967
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101968
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1101981
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201969
|
TWIN STAR MINING, INC.
|
VA
|
COMPLEX
|
PERMIT NUMBER
|
PERMITTEE
|
STATE
|
Twin Star
|
1201970
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1201973
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301956
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1301962
|
TWIN STAR MINING, INC.
|
VA
|
Twin Star
|
1801971
|
TWIN STAR MINING, INC.
|
VA
|
TCC
|
2475
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2904
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2885
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2664
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2957
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2982
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2725
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2710
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2882297
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82144
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2282293
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82201
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82077
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2883130
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
2283116
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
TCC
|
82191
|
TENNESSEE CONSOLIDATED COAL CO.
|
TN
|
I.
|
NOW
, for value received, and in consideration of the approval and execution of Self-Bond No.
DMR2010-01-01
, Guarantor, a corporation created and existing under the laws of the State of West Virginia, their successors and assigns, jointly and severally, do hereby covenant, guarantee, promise and agree to make prompt payment upon demand of the full amount, or portions thereof, of the self-bond of Operator, on the terms and conditions described herein, said payment of monies to be used for the reclamation of all lands affected under permits in accordance with the provisions and requirements of the rules and regulations and any amendments thereto, with applicable federal laws and regulations, and the Self-Bond” No. DMR2010-01-01 terms and conditions of the permits. This guarantee covers any and all demands, liabilities, charges, and expenses of whatsoever kind or nature, which WVDEP may at any time sustain or incur by reason of or in consequence of having accepted the self-bond of Operator, including all litigation costs and all administrative costs reasonably incurred by WVDEP in any successful effort
|
II.
|
This
Corporate Guarantee
is a continuing guarantee and is to be in full force and effect until all of the terms of Operator’s self-bond have been satisfactorily performed or otherwise discharged to the satisfaction of WVDEP.
|
III.
|
Guarantor hereby fully consents to the following, any of which shall not affect nor change or discharge the obligations of this guarantee:
|
A.
|
Any renewals, revisions, modifications to the terms of the self-bond, including increases or decreases in the dollar amount of the bond, or the lands to which it applies, in accordance with the requirements of Chapter 22, Article 3, and the rules and regulations promulgated thereunder.
|
B.
|
Any extension of time for performance of the whole or any part of the conditions of the self-bond.
|
C.
|
Any changes, revisions, modifications or renewals to the terms of the permits, including the mining and reclamation plans contained therein.
|
IV.
|
Guarantor expressly waives the following:
|
A.
|
Notice of the acceptance of this
Corporate Guarantee
by WVDEP.
|
B.
|
Notice of renewals, revisions, modifications to the self-bond.
|
C.
|
Notice of changes, revisions, modifications or renewals of the terms of the permits of the Operator.
|
D.
|
Notice of any extensions of time for performance of the whole or any part of the condition of the self-bond.
|
E.
|
Notice of bond forfeiture proceedings, notice of any demand for payment of self-bond; or any dishonor thereof.
|
F.
|
All other notices to which Guarantor might otherwise be entitled in connection with this
Corporate Guarantee
or the obligation hereby guaranteed.
|
G.
|
The institution of any civil actions or the exhaustion of legal remedies against the Operator as a condition to enforcement of this
Corporate Guarantee
.
|
H.
|
It is understood that any notice provided by the United States of America to the Guarantor shall not constitute a release or modification of the above waivers.
|
V.
|
This
Corporate Guarantee
is subject to the following conditions, to-wit:
|
A.
|
Any demand for funds shall be accompanied by a signed statement that the WVDEP has forfeited, in whole or in part, the self-bond, and one copy of the order of forfeiture is attached.
|
B.
|
This
Corporate Guarantee
shall be limited in amount as follows:
|
(1)
|
Reclamation costs: the indebtedness reflected by the approved self bond existing at the time of bond forfeiture by WVDEP.
|
(2)
|
Litigation and administrative costs: the actual amount of such costs reasonably incurred in any successful effort to enforce requirements and obligations of the Operator and/or the obligations of the Guarantor under this agreement. Litigation and administrative costs shall not be limited by the indebtedness reflected by the approved self-bond.
|
C.
|
If the Operator fails to complete the reclamation as required by Chapter 22, Article 3 and any amendments thereto, and the terms and conditions of the permit, the Guarantor shall be required to complete the approved reclamation plan for the lands in default or to pay to WVDEP the amount in full necessary to complete the approved reclamation plan, not to exceed the bond amount, within ·ten (10) business days after receipt of WVDEP
|
D.
|
This
Corporate Guarantee
may be canceled only upon notice of said cancellation being sent to the Operator and WVDEP at least ninety (90) days in advance of the proposed cancellation date and then only upon acceptance of the cancellation by WVDEP. The cancellation shall be accepted by WVDEP if the Operator obtains a suitable replacement bond before the proposed cancellation date or if the lands for which the selfbond, or portion thereof, was accepted have not and will not be disturbed under the terms of the permit, or the self-bond has been released in accordance with the provisions of Chapter 22, Article 3 and the rules and regulations promulgated thereunder.
|
VI.
|
This
Corporate Guarantee
shall be and continue effective notwithstanding any present or future legal disability of the Operator.
|
VII.
|
There are no conditions or limitations to this
Corporate Guarantee
except those contained herein at the date hereof, and thereafter no alteration, change or modification hereof shall be binding or effective unless executed in writing, signed by the guarantor, and approved by WVDEP.
|
VIII.
|
Guarantor agrees to pay all costs and expenses incurred by WVDEP which are expended in any successful action instituted to enforce the terms of this guarantee.
|
IX.
|
This guarantee shall be good and effective notwithstanding any change or changes in the business name of the operator.
|
X.
|
No changes, revisions, modifications or renewals to the self-bond of the Operator or the terms of permits shall act as a release of the Guarantor from this Corporate Guarantee.
|
XI.
|
All notices required to, or which may be given shall be effective when received by the addressees at the addresses specified below. Personal delivery shall have the same effect as notice given by mail. Notices given by mail shall be sent certified.
|
Name
|
Address
|
LEGAL DEPARTMENT
|
ALPHA NATURAL RESOURCES, INC.
|
|
201 RESTING TREE DRIVE, PO BOX 16429
|
|
BRISTOL, VA 24209
|
|
|
Name
|
Address
|
LEGAL DEPARTMENT
|
ALPHA NATURAL RESOURCES, INC.
|
|
201 RESTING TREE DRIVE, PO BOX 16429
|
|
BRISTOL, VA 24209
|
|
|
XII.
|
In case of the insolvency, bankruptcy or dissolution of the Operator, all funds represented by the self-bond shall immediately become due and payable and this Corporate Guarantee may thereupon be enforced.
|
XIII.
|
This Corporate Guarantee is one of payment and not of collection.
|
XIV.
|
The failure of any person or persons to sign this Corporate Guarantee shall not release or affect the liability of Guarantor.
|
XV.
|
This Corporate Guarantee is a binding contract and shall be construed under and subject to the laws of the United States of America.
|
XVI.
|
SIGNATURES OF GUARANTOR:
|
By:
|
/s/ Virginia Graves
|
|
By:
|
/s/ Frank Wood
|
|
Name: Virginia Graves
|
|
|
Name: Frank Wood
|
Title:
|
|
|
Title:
|
|
|
Executive VP, General Counsel and Secretary
|
|
|
Executive VP and Chief Financial Officer
|
By:
|
|
|
Name:
|
By:
|
|
|
Name:
|
Title:
|
|
|
Executive VP and Chief Financial Officer
|
Witness my hand and official seal
|
/s/ Teresa J. Darnell
|
|
Notary Public
|
XVII.
|
CORPORATE ACKNOWLEDGEMENTS
Attached and incorporated herein as Exhibit A. |
By:
|
/s/ Dawn E. Warfield
|
|
Date:
|
12/17/2012
|
|
Authorized Representative
|
|
|
|
ANR, Inc.
as Grantor |
|
By:
|
|
|
Name:
|
|
Title:
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION,
as Secured Party |
|
By:
|
|
|
Name: Kristin A. Boggs
|
|
Title: General Counsel
|
[OTHER GRANTORS]
|
|
By:
|
|
|
Name:
|
|
Title:
|
Debtor
|
Secured Party
|
Jurisdiction
|
Original Filing Date
|
Original Filing Number
|
|
|
|
|
|
|
|
|
|
|
Name of Grantor
|
Filing Jurisdiction
|
|
[ANR, Inc.]
|
[
Raleigh County
]
|
, West Virginia
|
[SAME RE OTHER GRANTORS]
|
West Virginia Secretary of State
|
Division of Mining and Reclamation
601 57th Street, Southeast Charleston, West Virginia 25304 Phone: (304) 926-0440 Fax: (304) 926-0446 |
Earl Ray Tomblin, Governor
Randy C. Huffman, Cabinet Secretary
www.dep.wv.gov
|
A.
|
Under the West Virginia Surface Coal Mining and Reclamation Act, W. Va. Code § 22-3-1, et seq. (the “
Act
”), no person may engage in surface mining operations unless such person has first obtained a permit from the Director. W. Va. Code § 22-3-8(a).
|
B.
|
In accordance with the Act, after the Director approves a surface mining permit, but before he or she issues such permit, the operator must furnish a penal bond, payable to the State of West Virginia, which bond secures the operator’s obligations to comply with the requirements of the Act and the operator’s surface mining permit(s). W. Va. Code § 22-3-11(a).
|
C.
|
The Act prescribes various forms of penal bonds with various requirements for their acceptance by the Director, including, without limitation:
|
1.
|
Surety bonds in accordance with the West Virginia Surface Mining Reclamation Rule (the “
Rule
”), W. Va. Code R. § 38-2-11.3.a (“
Surety Bonds
”);
|
2.
|
Various forms of cash bonds in accordance with W. Va. Code R. § 38-2-11.3.b.1.A. - 11.3.b.1.D. (“
Cash Bonds
”);
|
3.
|
Collateral bonds on real property in accordance with W. Va. Code R. § 38-2-11.3.b.1.E. (“
Collateral Bonds
”);
|
4.
|
Letters of credit in accordance with W. Va. Code R. § 38-2-11.3.b.1.G. (“
Letters of Credit
”); and
|
5.
|
Escrow bonds in accordance with W. Va. Code R. § 38-2-11.3.c. (“
Escrow Bonds
”).
|
D.
|
The Act authorizes the Director to accept a Self-Bond, if the applicant demonstrates to the satisfaction of the Director, among other things, a history of financial solvency and continuous operation sufficient for authorization to self-insure. W. Va. Code § 22-3-11(d).
|
E.
|
The Alpha Natural Resources, Inc. (“
ANR
”) subsidiaries listed in Exhibit 1 (collectively, the “
ANR Subsidiaries
” and, collectively with ANR, “
Alpha
”) attached hereto and incorporated by reference herein currently hold mining permits (collectively, the “
Permits
”) issued by the Director for coal mines and related facilities in West Virginia that are covered, in part, by Self-Bonds. To ensure that the ANR Subsidiaries qualified for the issuance of Self-Bonds, ANR guaranteed the payment and performance of the Self-Bonds issued by the ANR Subsidiaries pursuant to the Self-Bond Corporate Guarantee dated December 13, 2012 (the “
Guarantee
”), a copy of which is attached hereto as Exhibit 2.
|
F.
|
On August 3, 2015, ANR and certain of its direct and indirect subsidiaries (collectively, the “
Debtors
”), including all of the ANR Subsidiaries, commenced cases under chapter 11 of title 11 of the United States Code (the “
Bankruptcy Code
”) in the United States Bankruptcy Court for the Eastern District of Virginia (the “
Bankruptcy Court
”), which cases are being jointly administered under case number 15-33896 (KRH) (the “
Chapter 11 Cases
”).
|
G.
|
On the date of the commencement of the Chapter 11 Cases, the ANR Subsidiaries held Self-Bonds in the approximate amount of $244 million.
|
H.
|
Exhibit 1 hereto also identifies and sets forth the amount of Alpha’s current Self-Bonds (collectively, the “
Alpha Self-Bonds
”) by permit and further categorizes such permits as follows:
|
1.
|
By permits upon which coal is currently being mined and expected to be mined in the future (“
Active Permits
”);
|
2.
|
By permits upon which coal is not currently being mined due to market considerations but may be mined in the future (“
Inactive Permits
”);
|
3.
|
By permits upon which only reclamation activities are continuing (“
Reclaim-Only Permits
”); and
|
4.
|
By permits upon which permitted mining has not been started but may be started in the future (“
Not Started Permits
”).
|
I.
|
By a letter dated August 5, 2015, ANR advised the Director that it may no longer satisfy one or more of the criteria for self-bonding under the Act and the Rule.
|
J.
|
By a letter dated September 1, 2015, the Director advised Alpha that, within 90 days, Alpha must post an alternate form of bond in total amount equal to the aggregate amount of the Alpha Self-Bonds.
|
K.
|
On December 7, 2015, Alpha and the Director entered into a consent order providing for Alpha’s satisfaction of its statutory reclamation bonding requirements in the State of West Virginia (the “
State
”) during the pendency of the Chapter 11 Cases (the “
Initial Consent Order
”). The Initial Consent Order contemplated that the Alpha Self-Bonds would be replaced with other acceptable alternative forms of bond upon emergence from chapter 11.
|
L.
|
During the continuing pendency of the Chapter 11 Cases, the Debtors and the Director entered into the Permitting and Reclamation Plan Settlement Agreement for the State of West Virginia dated July ___, 2016 (the “
Settlement Agreement
”) that, among other things, resolved issues relating to the replacement of the Alpha Self-Bonds.
|
M.
|
Attached as Exhibit 3 to the Settlement Agreement is a form of security agreement (the “
Security Agreement
”) that, pursuant to the Settlement Agreement, the Debtors or the Reorganized Debtors are required to deliver to the Department on the Effective Date (as defined in the Plan) (hereinafter referred to as the “
Effective Date
”).
|
N.
|
By an order dated July ___, 2016, the Bankruptcy Court approved the Settlement Agreement and confirmed the Debtors’ joint plan of reorganization (the “
Plan
”), and, on the Effective Date, the Debtors will emerge from chapter 11. ANR and Alpha, as they shall exist following the Effective Date, are referred to herein as “
Reorganized ANR
” and “
Reorganized Alpha
,” respectively.
|
O.
|
Upon emergence, Reorganized Alpha shall retain certain coal mining assets, including certain assets in the State, that were not sold pursuant to the Sale Transaction (as defined in the Settlement Agreement) and will hold the permits associated with those assets.
|
P.
|
In accordance with the Settlement Agreement, this Consent Order embodies certain terms of the Settlement Agreement.
|
Q.
|
This Consent Order supersedes and replaces the Initial Consent Order in its entirety.
|
Alpha Natural Resources, Inc., on behalf of itself, the ANR Subsidiaries, the Reorganized Debtors, Alpha Natural Resources Holdings, Inc., and ANR, Inc.
|
|
Department of Environmental Protection
|
||
By:
DRAFT
|
|
|
By:
DRAFT
|
|
|
|
|
||
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates
|
|
WEST VIRGINIA DEPARTMENT OF
ENVIRONMENTAL PROTECTION
|
/s/ Mark M. Manno
|
|
/s/ Kristin A. Boggs
|
By: Mark M. Manno
Its: EVP, General Counsel, CPO & Secretary
|
|
By: Kristin A. Boggs
Its: General Counsel
|
|
|
|
CONTURA ENERGY, INC.
|
|
|
/s/ John DeGroote
|
|
|
By: John DeGroote
Its: President & Secretary
|
|
|
a.
|
(x) Real property in West Virginia subject to a real property lease with annual minimum royalties, rents or any similar payment obligations, in excess of $1,000,000 in the most recently ended fiscal year, and (y) other real property in West Virginia subject to a real property lease and which is the subject of an active operation of ANR (the leases described in the foregoing clauses (x) and (y) collectively, “Leases”) to the extent granting a lien is not a breach of the Lease subject to the following terms and conditions: within 180 days after the date hereof, ANR will (1) deliver to the Department legal descriptions of such leased real property, and (2) for the Leases that prohibit the granting of a lien, use commercially reasonable efforts to obtain consent to grant the lien, provided that nothing herein shall be construed as requiring ANR to pay any sums to the applicable lessor (it being understood, for avoidance of doubt, that, without limiting the foregoing obligations of ANR, any failure to grant a security interest in any such leasehold interest as a result of failure to obtain a consent is not a default hereunder, and ANR will no longer be required to use commercially reasonable efforts to obtain such consent after the said 180-day period); and
|
b.
|
As extracted collateral related to the leased real property described in the foregoing clause (a).
|
ANR, INC.., on behalf of itself and its affiliates
|
|
WEST VIRGINIA DEPARTMENT OF ENVIRONMENTAL PROTECTION
|
|
|
|
|
|
|
/s/ Andrew B. McCallister
|
|
/s/ Kristin A. Boggs
|
By: Andrew B. McCallister
|
|
By: Kristin A. Boggs
|
Its: Senior Vice President, General Counsel and Secretary
|
|
Its: General Counsel
|
|
|
|
|
|
|
Acknowledged and Agreed as to Section 5 only
CONTURA ENERGY, INC.
|
|
|
|
|
|
|
|
|
/s/ Mark Manno
|
|
|
By: Mark Manno
|
|
|
Its: EVP, General Counsel, Secretary & CPO
|
|
|
YEAR
|
PAYMENT DATES
|
AGGREGATE ANNUAL PAYMENT AMOUNT
|
2017
|
July 1, October 1
|
$1,000,000
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$15,000,000
|
ALPHA NATURAL RESOURCES, INC.,
on behalf of itself and its debtor-affiliates
/s/ Mark M. Manno
_________________________________
By: Mark M. Manno
Its: EVP, General Counsel, CPO & Secretary
|
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
/s/ Susan Shinkman
___________________________________
By: Susan Shinkman
Its: Director, Office of Civil Enforcement
|
|
|
CONTURA ENERGY, INC.
/s/ John DeGroote
___________________________________
By: John DeGroote
Its: President and Secretary
|
CITICORP NORTH AMERICA, INC.,
AS FIRST LIEN AGENT
/s/ Dale Goncher
___________________________________
By: Dale Goncher
Its: Vice President
|
Year
|
Payment Dates
|
Aggregate Annual Payment Amount
|
2018
|
January 1, April 1, July 1, October 1
|
$1,500,000
|
2019
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2020
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2021
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2022
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
2023
|
January 1, April 1, July 1, October 1
|
$2,500,000
|
Total
|
|
$14,000,000
|
ANR, INC.,
on behalf of itself and its affiliates
/s/ Andrew B. McCallister
|
|
UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY
/s/ Rosemarie Kelley
|
|
By: Andrew B. McCallister
Its: Senior Vice President, General Counsel and Secretary
|
|
By: Rosemarie Kelley
Its: Director, Office of Civil Enforcement U.S. EPA
|
|
LEXINGTON COAL COMPANY, LLC
/s/ Steven R. Poe
|
|
CONTURA ENERGY, INC.
/s/ Mark M. Manno
|
|
By: Steven R. Poe
Its: Manager
|
|
By: Mark M. Manno
Its: EVP, General Counsel, Secretary & CPO
|
|
JONES DAY
North Point 901 Lakeside Avenue Cleveland, Ohio 4414
Telephone: (216) 586-3939
Facsimile: (216) 579-0212 David G. Heiman (admitted pro hac vice ) Carl E. Black (admitted pro hac vice ) Thomas A. Wilson (admitted pro hac vice ) |
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Tyler P. Brown (VSB No. 28072) J.R. Smith (VSB No. 41913) Henry P. (Toby) Long, III (VSB No. 75134) Justin F. Paget (VSB No. 77949) |
In re:
Alpha Natural Resources, Inc., et al. ,
Debtors
Party Two Name
|
|
Chapter 11
Case No. 15-33896 (KRH) (Jointly Administered |
|
Capitalized terms not otherwise defined herein have the meanings given to them in the Retiree Benefit Motion.
|
|
The First Lien Agent subsequently allocated $175 million of the stalking horse credit bid to the Debtors' interest in the Pennsylvania Land Resources natural gas business in the Marcellus Shale in southwestern Pennsylvania (the "PLR Assets"). See Docket No. 1809. Consistent with the Sale Motion and Sale Procedures Order, on April 12, 2016, the Debtors filed a motion (Docket No. 2055) seeking to designate an alternative stalking horse bidder with respect to the PLR Assets, which motion was granted by the Bankruptcy Court pursuant to an order (Docket No. 2237), entered on April 26, 2016. Accordingly, as of the date hereof, the Stalking Horse Bidder retains a credit bid in the amount of $325 million for the Core Assets other than the PLR Assets.
|
(a)
|
the
Response to Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits
(Docket No. 877) filed by Michael J. Quillen,
et
al
. (collectively, the "
Retiree Movants
");
|
(b)
|
the
Response to Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits
(Docket No. 879) filed by Harold Melton;
|
(c)
|
the
Objection to Motion of the Debtors, Pursuant to Section 363 of the Bankruptcy Code, for an Order Authorizing Debtors to Terminate Certain Unvested Non-Pension Benefits
(Docket No. 880) filed by David Canterbury,
et
al
.;
|
(d)
|
The United Mine Workers of America’s (I) Response and Limited Objection to Debtors’ Motion to Terminate Certain Unvested Non-Pension Obligations; (II) Statement in Support of Motion for Continuance; and (III) Statement Regarding the Motion to Appoint Retiree Committee
(Docket No. 907);
|
(e)
|
the Response (Docket No. 914) filed by Donald E. Keener, Jr.;
|
(f)
|
the Response (Docket No. 915) filed by Timothy M. Talley;
|
(g)
|
the Response (Docket No. 916) filed by Randy Miller;
|
(h)
|
the Response (Docket No. 928) filed by Roy West; and
|
(i)
|
the Response (Docket No. 929) filed by Don Rey Reed.
|
|
The Notice shall include the VEBA trust documents, which shall be in a form reasonably acceptable to the Debtors.
|
(a)
|
$3.0 million to be paid by NewCo within 10 business days after the later of the Effective Date or the Debtors' receipt of the Notice;
|
(b)
|
$3.0 million to be paid by NewCo on January 1, 2017;
|
(c)
|
$3.5 million to be paid by NewCo on January 1, 2018;
|
(d)
|
$2.5 million to be paid by NewCo on January 1, 2019; and
|
(e)
|
$1.0 million to be paid by NewCo on January 1, 2020.
|
|
With respect to those dates set forth below that are not business days, the First Lien Lenders (or NewCo as directed by the First Lien Lenders) shall make the applicable payment to the VEBA on the first business day thereafter.
|
Dated:
|
July 15, 2016
|
/s/ Kevin R. Huennekens
|
|
Richmond, Virginia
|
UNITED STATES BANKRUPTCY JUDGE
|
/s/ Henry P. (Toby) Long, III
|
|
/s/ Lynn Lewis Tavenner
|
David G. Heiman (admitted
pro hac vice
)
Carl E. Black (admitted
pro hac vice
)
Thomas A. Wilson (admitted u
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
|
|
Lynn Lewis Tavenner (VSB No. 30083)
Paula S. Beran (VSB No. 34679)
David N. Tabakin (VSB No. 82709)
TAVENNER & BERAN, PLC
20 North Eighth Street, Second Floor
Richmond, Virginia 23219
Telephone: (804) 783-8300
Facsimile: (804) 783-0178
|
|
|
|
Tyler P. Brown (VSB No. 28072)
J.R. Smith (VSB No. 41913)
Henry P. (Toby) Long, III (VSB No. 75134)
Justin F. Paget (VSB No. 77949)
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
|
|
|
/s/ Henry P. (Toby) Long, III
|
|
/s/ Damon P. Meyer
|
|
|
Damian S. Schaible
Eli Vonnegut
Damon P. Meyer
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
|
|
|
Dion W. Hayes
Sarah B. Boehm
K. Elizabeth Sieg
McGUIREWOODS LLP
800 East Canal Street
Richmond, Virginia 23219
Telephone: (804) 775-1000
Facsimile: (804) 775-1061
ATTORNEYS FOR THE FIRST LIEN AGENT |
/s/ Henry P. (Toby) Long, III
|
|
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
David G. Heiman (admitted
pro hac vice
)
Carl E. Black (admitted
pro hac vice
)
Thomas A. Wilson (admitted
pro hac vice
)
Attorneys for Debtors and Debtors in Possession
|
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
Tyler P. Brown (VSB No. 28072)
J.R. Smith (VSB No. 41913)
Henry P. (Toby) Long, III (VSB No. 75134)
Justin F. Paget (VSB No. 77949)
|
In re:
Alpha Natural Resources, Inc.,
et
al.
,
Debtors.
|
Chapter 11
Case No. 15-33896 (KRH)
(Jointly Administered)
|
|
Capitalized terms not otherwise defined herein have the meanings given to them in the Plan (as hereinafter defined).
|
a.
|
The Debtors withdraw or expressly determine not to pursue the Plan or any other chapter 11 Plan that is consistent with the UMWA Funds Settlement Term Sheet; or
|
b.
|
The Debtors amend or modify the Plan in a manner that is inconsistent with the UMWA Funds Settlement Term Sheet.
|
Dated: July 6, 2016
STIPULATED AND AGREED:
|
|
/s/ Henry P. (Toby) Long, III
|
/s/ Damon P. Meyer
|
David G. Heiman (admitted
pro hac vice
)
Carl E. Black (admitted
pro hac vice
)
Thomas A. Wilson (admitted
pro hac vice
)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Tyler P. Brown (VSB No. 28072)
J.R. Smith (VSB No. 41913)
Henry P. (Toby) Long, III (VSB No. 75134)
Justin F. Paget (VSB No. 77949)
HUNTON & WILLIAMS LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION
|
Damian S. Schaible (admitted
pro hac vice
)
James I. McClammy (admitted
pro hac vice
)
Damon P. Meyer (admitted
pro hac vice
)
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Dion W. Hayes (VSB No. 34304)
Sarah B. Boehm (VSB No. 45201
K. Elizabeth Sieg (VSB No. 77314)
McGUIREWOODS LLP
800 East Canal Street
Richmond, Virginia 23219
Telephone: (804) 775-1000
Facsimile: (804) 775-1061
ATTORNEYS FOR THE FIRST LIEN AGENT, INCLUDING IN ITS CAPACITY AS SOLE SHAREHOLDER OF NEWCO |
|
/s/ Sabin Willett
|
|
Sabin Willett (admitted
pro hac vice
)
Julia Frost-Davies (admitted
pro hac vice
)
MORGAN, LEWIS & BOCKIUS LLP
One Federal Street
Boston, MA 02110-1726
Telephone: (617) 341-7700
Facsimile: (617) 341-7701
- and -
John C. Goodchild, III (admitted
pro hac vice
)
1701 Market Street
Philadelphia, PA 19103-2921
Telephone: (215) 963-5000
Facsimile: (215) 963-5001
Paul A. Green
John R. Mooney (VSB No. 22212)
MOONEY, GREEN, SAINDON, MURPHY
& WELCH, P.C.
1920 L Street, N.W., Suite 400
Washington, D.C. 20036
Telephone: (202) 783-0010
Facsimile: (202) 783-6088
Karen M. Crowley (VSB No. 35881)
Ann B. Brogan (VSB No. 25567)
CROWLEY, LIBERATORE, RYAN &
BROGAN, P.C.
150 Boush Street, Suite 300
Norfolk, VA 23510
Telephone: (757) 333-4500
Facsimile: (757) 333-4501
ATTORNEYS FOR THE UMWA FUNDS
|
|
Capitalized terms used by not defined herein shall have the meanings ascribed to them in the following, each as applicable: (a) the
Final Order (I) Authorizing Debtors (A) to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363(b), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) and (B) to Utilize Cash Collateral Pursuant to 11 U.S.C. § 363 and (II) Granting Adequate Protection to Pre-Petition Secured Parties Pursuant to 11 U.S.C. §§ 361, 362, 363, 364, and 507(b)
(Docket No. 465) (as amended from time to time, the “
Final DIP Order
”); and (b) the
Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession
filed by the Debtors on May 25, 2016 (Docket No. 2527) (the “
Plan
”).
|
Sale Objections
|
▪
The UMWA Funds shall withdraw their
Objection of the UMWA Health and Retirement Funds to the Debtors’ Omnibus Motion for Entry of: (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders Approving the Sale of Such Assets; (III) An Order Approving Settlements Related to Unencumbered Assets and the Pre-Petition Lenders’ Diminution Claims; and (IV) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement
[Docket No. 1588].
▪
The Coal Act Funds shall withdraw their
Objection of the Coal Act Funds to the Debtors’ Omnibus Motion for Entry of: (I) An Order Establishing Bidding and Sale Procedures for the Potential Sale of Certain Mining Properties and Related Assets; (II) One or More Orders Approving the Sale of Such Assets; (III) An Order Approving Settlements Related to Unencumbered Assets and the Pre-Petition Lenders’ Diminution Claims; and (IV) An Order Approving Amendments to Certain Case Milestones in Connection with the DIP Credit Agreement
[Docket No. 2115].
▪
The Coal Act Funds shall withdraw their
Motion in the Alternative of the Coal Act Funds for Adequate Protection
[Docket No. 2045].
▪
None of the UMWA Funds shall pursue any objection to or raise any argument against the sale of the Reserve Price Assets free and clear of claims and encumbrances as contemplated in the Plan or prosecute any claim for or raise any argument that they are entitled to adequate protection with respect to their claims pursuant to section 363(e) of the Bankruptcy Code.
▪
Any other pending objections, responses or reservations of rights of any of the UMWA Funds with respect to relief sought by the Debtors that may be pending, and any supporting memoranda of law, shall be withdrawn.
|
Motion for Reconsideration
|
▪
The Coal Act Funds shall withdraw their
Motion for Reconsideration of the Court’s Section 1114 Order
[Docket No. 2595], and none of the UMWA Funds shall otherwise pursue the relief sought thereby.
|
Purported Successor Liability Claims
|
▪
None of the UMWA Funds shall assert or pursue any claims, or support any claims of any other party, alleging that one or more of the Coal Act Funds and/or any other party has one or more claims against any of the First Lien Parties, NewCo, or any affiliate of the foregoing related to any of the Debtors’ existing liabilities under a statutory or common law theory of successor liability or any other theory of liability.
|
Nature of withdrawal of pleadings
|
▪
With respect to all actions, objections, responses or reservations of rights, the withdrawal of which is contemplated in this Term Sheet, the UMWA Funds shall cause such objections, responses or reservations of rights to be held in abeyance pending the Effective Date, and shall use best efforts to request the abeyance of such actions pending the Effective Date, and shall cause them to be withdrawn with prejudice by no later than five days after the Effective Date.
|
Plan Support
|
Plan Support
|
▪
The UMWA Funds shall support the Plan (as it may be modified in accordance with its terms,
provided
that any such amendment shall not be inconsistent with this Term Sheet), shall act promptly and in good faith to obtain leave of the Court to change their previous votes to votes in favor of confirmation of the Plan and shall not object to the confirmation of the Plan or support other parties in objecting to the Plan. The UMWA Funds agree to be bound by the terms of the Plan to the extent it is not inconsistent with this Term Sheet.
▪
The Debtors, the Lenders, and the UMWA Funds shall use reasonable best efforts to obtain orders necessary to implement the terms hereof.
|
Other Matters
|
|
Cooperation with Requests
|
▪
Without limiting any of the agreements set forth herein or the discharge and releases under the Plan and the order confirming the Plan, upon request of the Coal Act Funds, NewCo will reasonably assist with providing information to the Coal Act Funds with respect to related persons under the Coal Act (to the extent permitted under relevant confidentiality agreements or other legal impediments to disclosure),
provided
that nothing in this Term Sheet shall require NewCo to incur any expenses related to providing such information.
|
Temporary Continuation of Certain Obligations
|
▪
The Debtors will continue to:
•
Maintain their individual employer plans for Coal Act beneficiaries through July 31, 2016 and will cooperate with the UMWA Funds in arranging for an orderly transition of such beneficiaries to the 1992 Plan.
•
Make contractual contributions to the 1974 Pension Plan, the 1993 Benefit Plan, the CDSP and the Account Plan until the date the Debtors implement their rejection of their collective bargaining agreements.
|
/s/ Grant Crandall
|
Grant Crandall, General Counsel
|
United Mine Workers of America
|
|
|
CONTURA ENERGY, INC.
|
|
/s/ John DeGroote
|
John DeGroote
|
President of Contura Energy, Inc.
|
CONTURA ENERGY, INC.
|
|
|
|
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
|
|
|
|
INDEMNITEE
|
|
|
|
|
|
|
|
Name:
|
|
ARTICLE I
|
|
DEFINITIONS
|
|
Section 1.01. Definitions
|
1
|
Section 1.02. Other Definitions.
|
3
|
Section 1.03. Rules of Construction.
|
3
|
ARTICLE II
|
|
WARRANTS
|
|
Section 2.01. Form
|
3
|
Section 2.02. Execution and Countersignature.
|
5
|
Section 2.03. Registry.
|
5
|
Section 2.04. Transfer and Exchange.
|
6
|
Section 2.05. Definitive Warrants
|
8
|
Section 2.06. Replacement Certificates.
|
9
|
Section 2.07. Outstanding Warrants.
|
9
|
Section 2.08. Cancellation.
|
10
|
Section 2.09. CUSIP Numbers
|
10
|
Section 2.10. Withholding and Reporting Requirements.
|
10
|
Section 2.11. Proxies
|
10
|
ARTICLE III
|
|
EXERCISE TERMS
|
|
Section 3.01. Exercise.
|
11
|
Section 3.02. Manner of Exercise and Issuance of Shares.
|
11
|
Section 3.03. Covenants Relating to Common Stock Issuable Upon Warrant Exercise.
|
11
|
Section 3.04. Exercise Calculations.
|
11
|
Section 3.05. Delivery of Exercise Price.
|
12
|
Section 3.06. Cash in Lieu of Fractional Shares.
|
12
|
Section 3.07. Cost Basis Information.
|
12
|
ARTICLE IV ANTIDILUTION PROVISIONS
|
|
Section 4.01. Antidilution Adjustments; Notice of Adjustment.
|
12
|
Section 4.02. Adjustment to Warrant Certificate.
|
12
|
ARTICLE V
|
|
WARRANT AGENT
|
|
Section 5.01. Appointment of Warrant Agent.
|
13
|
Section 5.02. Rights and Duties of Warrant Agent.
|
13
|
Section 5.03. Individual Rights of Warrant Agent.
|
15
|
Section 5.04. Warrant Agent’s Disclaimer.
|
15
|
Section 5.05. Compensation and Indemnity.
|
15
|
Section 5.06. Successor Warrant Agent.
|
16
|
Section 5.07. Representations of the Company.
|
18
|
ARTICLE VI
|
|
MISCELLANEOUS
|
|
Section 6.01. Persons Benefitting.
|
18
|
Section 6.02. Amendment
|
19
|
Section 6.03. Notices.
|
20
|
Section 6.04. Governing Law.
|
21
|
Section 6.05. Successors.
|
21
|
Section 6.06. Multiple Originals; Counterparts.
|
21
|
Section 6.07. Inspection of Agreement.
|
21
|
Section 6.08. Table of Contents.
|
21
|
Section 6.09. Severability.
|
21
|
Section 6.10. Customer Identification Program
|
21
|
Section 6.11. Confidentiality.
|
22
|
Section 6.12. Force Majeure.
|
22
|
Term
|
Defined in Section
|
“Agreement”
|
Recitals
|
“Company”
|
Recitals
|
“Computershare”
|
Recitals
|
“Funds”
|
5.02(h)
|
“Global Warrant”
|
2.01(a)
|
“Holder” or “Holders”
|
Recitals
|
“Loss” or “Losses”
|
5.05(b)
|
“Registry”
|
2.03
|
“Warrant”
|
Recitals
|
“Warrant Agent”
|
Recitals
|
X = Y x
|
(A - B)
|
A
|
Ua
= Ub x
|
Oa
|
Ob
|
|
|
|
Pa = Pb x
|
Ob
|
Oa
|
Ua
= Ub x
|
M
|
M - D
|
|
|
|
Pa = Pb x
|
M - D
|
M
|
Ua
= Ub x
|
Oa x M
|
(Ob x M) - E
|
|
|
|
Pa = Pb x
|
(Ob x M) - E
|
MOa x M
|
Ua
= Ub x
|
Ob + 1
|
Ob + F
|
|
|
|
Pa = Pb x
|
Ob + F
|
Ob + 1
|
Date of Exercise/Cancellation/Exchange of Warrants
|
Number of Warrants Exercised/Cancelled/Exchanged
|
Total Number of Warrants Represented Hereby Following Such Exercise/Cancellation/Exchange
|
Notation Made by Warrant Agent/Custodian
|
|
|
|
|
Name of Assignees
|
Address
|
Number of Warrants
|
Social Security Number or other Identifying Number
|
|
|
|
|
|
|
|
|
CONTURA ENERGY, INC.
|
|
By:
|
/s/ John S. DeGroote
|
|
Name: John S. DeGroote
|
|
Title: President & Secretary
|
ALPHA NATURAL RESOURCES, INC.
|
|
By:
|
/s/ Andrew Eidson
|
|
Name: Andrew Eidson
|
|
Title: Executive Vice President, Chief Financial Officer and Treasurer
|
ANR, INC.
|
|
By:
|
/s/ David J. Stetson
|
|
Name: David J. Stetson
|
|
Title: President and Chief Executive Officer
|
Service flow:
|
Core to Reorg
|
Service number:
|
1
|
|
|
Transition service title:
|
Monthly close support
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Controller
|
Provider contact name:
|
Todd Munsey
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Roger Ketron
|
|
|
Monthly level provided:
|
370 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$29,031
|
Service flow:
|
Core to Reorg
|
Service number:
|
2
|
|
|
Transition service title:
|
Financial reporting
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Dir. Corporate Accounting & Reporting
|
Provider contact name:
|
Cristina Perez
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. Corporate Accounting & Reporting
|
Receiver contact name:
|
Megan Meador
|
|
|
Monthly level provided:
|
27 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$2,692
|
Service flow:
|
Core to Reorg
|
Service number:
|
3
|
|
|
Transition service title:
|
ARO support
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Dir. General Accounting
|
Provider contact name:
|
Kristy Edwards
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. Corporate Accounting & Reporting
|
Receiver contact name:
|
Megan Meador
|
|
|
Monthly level provided:
|
30 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$2,354
|
Service flow:
|
Core to Reorg
|
Service number:
|
4
|
|
|
Transition service title:
|
Corporate Acctg
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Dir. Corporate Accounting & Reporting
|
Provider contact name:
|
Cristina Perez
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. Corporate Accounting & Reporting
|
Receiver contact name:
|
Megan Meador
|
|
|
Monthly level provided:
|
20 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,569
|
Service flow:
|
Core to Reorg
|
Service number:
|
5
|
|
|
Transition service title:
|
Fresh-start Acctg
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Controller
|
Provider contact name:
|
Todd Munsey
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Roger Ketron
|
|
|
Monthly level provided:
|
167 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$16,827
|
Service flow:
|
Core to Reorg
|
Service number:
|
6
|
|
|
Transition service title:
|
Sales/AR Acctg
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Sr. Manager
|
Provider contact name:
|
Randy Philips
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. Revenue and Inventory
|
Receiver contact name:
|
Robert Hutton
|
|
|
Monthly level provided:
|
20 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,569
|
Service flow:
|
Core to Reorg
|
Service number:
|
7
|
|
|
Transition service title:
|
Acquisition Accounting
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
SVP technical accounting
|
Provider contact name:
|
Alan Jones
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Roger Ketron
|
|
|
Monthly level provided:
|
100 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$10,096
|
Service flow:
|
Core to Reorg
|
Service number:
|
8
|
|
|
Transition service title:
|
Tax Basis/Attribute Refresh
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Controller
|
Provider contact name:
|
Todd Munsey
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Roger Ketron
|
|
|
Monthly level provided:
|
86 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$8,683
|
Service flow:
|
Core to Reorg
|
Service number:
|
9
|
|
|
Transition service title:
|
Environmental - EPA CD report
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Environmental
|
Provider contact job title:
|
VP-Environmental, Environmental Compliance Managers, and GMs
|
Provider contact name:
|
John Paul Jones
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Environmental
|
Receiver contact job title:
|
VP-Environmental
|
Receiver contact name:
|
Shelley Surles
|
|
|
Monthly level provided:
|
8 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$588
|
Service flow:
|
Core to Reorg
|
Service number:
|
10
|
|
|
Transition service title:
|
Environmental - KY operations
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
Environmental
|
Provider contact job title:
|
VP - Environmental
|
Provider contact name:
|
John Paul Jones
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Environmental
|
Receiver contact job title:
|
VP-Environmental
|
Receiver contact name:
|
Russ Lambert
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L4
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
11
|
|
|
Transition service title:
|
HR Employee Files
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
Manager HR
|
Provider contact name:
|
Sherry Bowers
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Manager Benefits
|
Receiver contact name:
|
Amy Perrigan
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L4
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
12
|
|
|
Transition service title:
|
Bonus Calculation Support/OSEB/Cash Retention/LTIP
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
Sr. Dir-HR
|
Provider contact name:
|
Logan Bateman
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Director HR
|
Receiver contact name:
|
Jeff Gillenwater and Judy Hill
|
|
|
Monthly level provided:
|
7 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$673
|
Service flow:
|
Core to Reorg
|
Service number:
|
13
|
|
|
Transition service title:
|
Severance & WARN Payments
|
Service period in days:
|
30
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
Sr. Dir-HR
|
Provider contact name:
|
Logan Bateman
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Director HR
|
Receiver contact name:
|
Jeff Gillenwater and Judy Hill
|
|
|
Monthly level provided:
|
5 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$505
|
Service flow:
|
Core to Reorg
|
Service number:
|
14
|
|
|
Transition service title:
|
HR Data Processes
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
Manager HR
|
Provider contact name:
|
Sherry Bowers
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
HR Rep
|
Receiver contact name:
|
Whitney Cole
|
|
|
Monthly level provided:
|
3 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$262
|
Service flow:
|
Core to Reorg
|
Service number:
|
15
|
|
|
Transition service title:
|
Compensation support
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
VP HR
|
Provider contact name:
|
Burke Vander Lind
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
VP HR
|
Receiver contact name:
|
Judy Hill
|
|
|
Monthly level provided:
|
3 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$542
|
Service flow:
|
Core to Reorg
|
Service number:
|
16
|
|
|
Transition service title:
|
HR/federal contractor compliance support
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
Sr. Dir-HR
|
Provider contact name:
|
Logan Bateman
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Director HR
|
Receiver contact name:
|
Chris Matras
|
|
|
Monthly level provided:
|
5 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$392
|
Service flow:
|
Core to Reorg
|
Service number:
|
17
|
|
|
Transition service title:
|
Payroll support
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
HR
|
Provider contact job title:
|
Sr. Director Payroll and HRIS
|
Provider contact name:
|
Jen Gambill
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Director Payroll
|
Receiver contact name:
|
Melissa Stanley
|
|
|
Monthly level provided:
|
7 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$523
|
Service flow:
|
Core to Reorg
|
Service number:
|
18
|
|
|
Transition service title:
|
General IT Support, Knowledge, and Expertise
|
Service period in days:
|
210
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
VP IT
|
Provider contact name:
|
Becky Price
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Sr. Director IT
|
Receiver contact name:
|
Jeff Bauserman
|
|
|
Monthly level provided:
|
5 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$813
|
Service flow:
|
Core to Reorg
|
Service number:
|
19
|
|
|
Transition service title:
|
Disaster Recovery Support Knowledge, and Expertise
|
Service period in days:
|
210
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
Director of IT support
|
Provider contact name:
|
Jeff Cochrane
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Sr. Director IT
|
Receiver contact name:
|
Johnathan Hall
|
|
|
Monthly level provided:
|
12 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$1,212
|
Service flow:
|
Core to Reorg
|
Service number:
|
20
|
|
|
Transition service title:
|
Infrastructure Support
|
Service period in days:
|
150
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
VP IT
|
Provider contact name:
|
Becky Price
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Sr. Director IT
|
Receiver contact name:
|
Jeff Bauserman
|
|
|
Monthly level provided:
|
160 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$12,554
|
Service flow:
|
Core to Reorg
|
Service number:
|
21
|
|
|
Transition service title:
|
Client Services Support
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
VP IT
|
Provider contact name:
|
Becky Price
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Sr. Director IT
|
Receiver contact name:
|
Jeff Bauserman
|
|
|
Monthly level provided:
|
50 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$3,923
|
Service flow:
|
Core to Reorg
|
Service number:
|
22
|
|
|
Transition service title:
|
IT Policy Updates
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
Manager IT risk and administration
|
Provider contact name:
|
Suzanne Owens
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Sr. Director IT
|
Receiver contact name:
|
Jeff Bauserman
|
|
|
Monthly level provided:
|
30 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$2,354
|
Service flow:
|
Core to Reorg
|
Service number:
|
23
|
|
|
Transition service title:
|
IT Audit Support
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
Manager IT risk and administration
|
Provider contact name:
|
Suzanne Owens
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Sr. Director IT
|
Receiver contact name:
|
Jeff Bauserman
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L4
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
24
|
|
|
Transition service title:
|
Delta and Oracle Support
|
Service period in days:
|
210
|
|
|
Provider company:
|
Core
|
Provider department:
|
IT
|
Provider contact job title:
|
Director of IT applications
|
Provider contact name:
|
Brad Bateman
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
IT
|
Receiver contact job title:
|
Director of IT applications
|
Receiver contact name:
|
John Talbert
|
|
|
Monthly level provided:
|
15 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$1,514
|
Service flow:
|
Core to Reorg
|
Service number:
|
25
|
|
|
Transition service title:
|
Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements
|
Service period in days:
|
180
|
|
|
Provider company:
|
Core
|
Provider department:
|
Land
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Vicki Duffy
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Land
|
Receiver contact job title:
|
Manager
|
Receiver contact name:
|
Michael Blackburn
|
|
|
Monthly level provided:
|
22 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,687
|
Service flow:
|
Core to Reorg
|
Service number:
|
26
|
|
|
Transition service title:
|
General land support - Includes support from Core Land management to Reorg Land management (including Enterprise)
|
Service period in days:
|
180
|
|
|
Provider company:
|
Core
|
Provider department:
|
Land
|
Provider contact job title:
|
SVP Land
|
Provider contact name:
|
Scott Kreutzer
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Land
|
Receiver contact job title:
|
Manager
|
Receiver contact name:
|
Michael Blackburn
|
|
|
Monthly level provided:
|
34 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$3,473
|
Service flow:
|
Core to Reorg
|
Service number:
|
27
|
|
|
Transition service title:
|
Mapping support and data
|
Service period in days:
|
180
|
|
|
Provider company:
|
Core
|
Provider department:
|
Land
|
Provider contact job title:
|
Coordinator
|
Provider contact name:
|
Spencer Young
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Land
|
Receiver contact job title:
|
Manager
|
Receiver contact name:
|
Michael Blackburn
|
|
|
Monthly level provided:
|
13 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$714
|
Service flow:
|
Core to Reorg
|
Service number:
|
28
|
|
|
Transition service title:
|
Training and support for New River Energy
|
Service period in days:
|
180
|
|
|
Provider company:
|
Core
|
Provider department:
|
Land
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Jim Cappucci
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Land
|
Receiver contact job title:
|
Manager
|
Receiver contact name:
|
Michael Blackburn
|
|
|
Monthly level provided:
|
13 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,012
|
Service flow:
|
Core to Reorg
|
Service number:
|
29
|
|
|
Transition service title:
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to the ReorgCo Land Department/Operations/Sourcing regarding the formation and administration of legal instruments related to land, coal reserves and other real property interests as well as the procurement of goods and services
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Frank Harrington
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Phil Monroe
|
|
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$1,627
|
Service flow:
|
Core to Reorg
|
Service number:
|
30
|
|
|
Transition service title:
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to the Benefits Committee and the Benefits Department in designing and administering employee benefit plans (including the 3 defined benefit pension plans)
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Suzan Moore
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Phil Monroe
|
|
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$1,627
|
Service flow:
|
Core to Reorg
|
Service number:
|
31
|
|
|
Transition service title:
|
Assist and train the ReorgCo Legal Department in performing the Corporate secretarial function
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Mark Manno & Will Phillips
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Drew McCallister
|
|
|
Monthly level provided:
|
4 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$651
|
Service flow:
|
Core to Reorg
|
Service number:
|
32
|
|
|
Transition service title:
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to company departments with regard to internal company policies and procedures
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Will Phillips & Suzan Moore
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Drew McCallister & Phil Monroe
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L2
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
33
|
|
|
Transition service title:
|
Assist and train the ReorgCo Legal Department to support the Corporate Secretary Functions and Activities - Board of Directors/Managers/Trustees
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Assist. To Corp. Sec.
|
Provider contact name:
|
Jessica Clevinger
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Paralegal
|
Receiver contact name:
|
Kacee Hodge
|
|
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$554
|
Service flow:
|
Core to Reorg
|
Service number:
|
34
|
|
|
Transition service title:
|
Assist and train the CoreCo Legal Department to provide Legal-Assistant/Paralegal Support Functions and Activities, Especially File and Systems Mgmt.
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney/Legal Assistant
|
Provider contact name:
|
Will Phillips & Lisa Cook
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Paralegal
|
Receiver contact name:
|
Kacee Hodge
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
35
|
|
|
Transition service title:
|
Assist and train the ReorgCo Legal Department in addressing intellectual property matters.
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Will Phillips
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Drew McCallister
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L2
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
36
|
|
|
Transition service title:
|
Assistance for the transition of litigation matters
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Frank Harrington
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Phil Monroe
|
|
|
Monthly level provided:
|
7 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$1,085
|
Service flow:
|
Core to Reorg
|
Service number:
|
37
|
|
|
Transition service title:
|
AMP Support - Oracle Related Expertise
|
Service period in days:
|
180
|
|
|
Provider company:
|
Core
|
Provider department:
|
Other
|
Provider contact job title:
|
Director Maintenane
|
Provider contact name:
|
Cullen Medley
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Other
|
Receiver contact job title:
|
VP - Maintenance
|
Receiver contact name:
|
TBD
|
|
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$785
|
Service flow:
|
Core to Reorg
|
Service number:
|
38
|
|
|
Transition service title:
|
Sourcing ERP Support
|
Service period in days:
|
90
|
|
|
Provider company:
|
Core
|
Provider department:
|
Sourcing
|
Provider contact job title:
|
Director- Sourcing Admin
|
Provider contact name:
|
Allen Peppler
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Sourcing
|
Receiver contact job title:
|
Manager-Contract Admin
|
Receiver contact name:
|
Donald Robinson
|
|
|
Monthly level provided:
|
44 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$4,442
|
Service flow:
|
Core to Reorg
|
Service number:
|
39
|
|
|
Transition service title:
|
Strategic Sourcing Knowledge
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Sourcing
|
Provider contact job title:
|
Director-Strategic Sourcing
|
Provider contact name:
|
Danny Hinkle
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Sourcing
|
Receiver contact job title:
|
SVP-Strategic Sourcing
|
Receiver contact name:
|
Macs Hall
|
|
|
Monthly level provided:
|
44 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$4,442
|
Service flow:
|
Core to Reorg
|
Service number:
|
40
|
|
|
Transition service title:
|
WY Gross Products Return Support
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Regional Controller
|
Provider contact name:
|
Tammy Okray
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Roger Ketron
|
|
|
Monthly level provided:
|
20 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$2,019
|
Service flow:
|
Core to Reorg
|
Service number:
|
41
|
|
|
Transition service title:
|
PAC closure with FEC
|
Service period in days:
|
0
|
|
|
Provider company:
|
Core
|
Provider department:
|
Communications
|
Provider contact job title:
|
Manager – Corporate Communications & PAC Admin.
|
Provider contact name:
|
Teresa Anderson
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Paralegal
|
Receiver contact name:
|
Kacee Hodge
|
|
|
Monthly level provided:
|
0 hours (inactive)
|
Level of provider:
|
L4
|
Monthly value of service:
|
$0
|
Service flow:
|
Core to Reorg
|
Service number:
|
42
|
|
|
Transition service title:
|
Finalize, wind down, and delivery of Bristol office building
|
Service period in days:
|
60
|
|
|
Provider company:
|
Core
|
Provider department:
|
Land
|
Provider contact job title:
|
SVP Land
|
Provider contact name:
|
Scott Kreutzer
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
N/A (landlord)
|
Receiver contact job title:
|
N/A (landlord)
|
Receiver contact name:
|
N/A (landlord)
|
|
|
Monthly level provided:
|
0 hours (no charge)
|
Level of provider:
|
L4
|
Monthly value of service:
|
$0
|
Service flow:
|
Reorg to Core
|
Service number:
|
1
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Sr. Manager
|
Provider contact name:
|
Amy McKinney
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Sr. Manager
|
Receiver contact name:
|
Anita Fore
|
Monthly level provided:
|
80 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$8,077
|
Service flow:
|
Reorg to Core
|
Service number:
|
2
|
Transition service title:
|
Field AP and accounting support
|
Service period in days:
|
30
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Kahla McClure
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Tammy Okray/Dean Swaney
|
Monthly level provided:
|
320 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$25,108
|
Service flow:
|
Reorg to Core
|
Service number:
|
3
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Sr. Accountant
|
Provider contact name:
|
Pam Foleno
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Todd Munsey
|
Monthly level provided:
|
20 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,569
|
Service flow:
|
Reorg to Core
|
Service number:
|
4
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Monthly close support
|
Provider contact name:
|
Roger Ketron
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Todd Munsey
|
Monthly level provided:
|
144 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$11,298
|
Service flow:
|
Reorg to Core
|
Service number:
|
5
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Dir. Revenue and Inventory
|
Provider contact name:
|
Robert Hutton
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. General Accounting
|
Receiver contact name:
|
Kristy Edwards
|
Monthly level provided:
|
20 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,569
|
Service flow:
|
Reorg to Core
|
Service number:
|
6
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Dir. General Accounting
|
Provider contact name:
|
Eddie Guy
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. General Accounting
|
Receiver contact name:
|
Kristy Edwards
|
Monthly level provided:
|
57 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$4,446
|
Service flow:
|
Reorg to Core
|
Service number:
|
7
|
Transition service title:
|
A/P Support (paying and getting reimbursed for invoices)
|
Service period in days:
|
30
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Kahla McClure
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Dir. General Accounting
|
Receiver contact name:
|
Kristy Edwards
|
Monthly level provided:
|
24 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$1,883
|
Service flow:
|
Reorg to Core
|
Service number:
|
8
|
Provider company:
|
Reorg
|
Provider department:
|
Accounting (including BP&A)
|
Provider contact job title:
|
Controller
|
Provider contact name:
|
Roger Ketron
|
Receiver company:
|
Core
|
Receiver department:
|
Accounting (including BP&A)
|
Receiver contact job title:
|
Controller
|
Receiver contact name:
|
Todd Munsey
|
Monthly level provided:
|
86 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$8,683
|
Service flow:
|
Reorg to Core
|
Service number:
|
9
|
Provider company:
|
Reorg
|
Provider department:
|
Communications
|
Provider contact job title:
|
Director, Media Relations
|
Provider contact name:
|
Steve Hawkins
|
Receiver company:
|
Core
|
Receiver department:
|
Communications
|
Receiver contact job title:
|
VP, Communications & Government Affairs
|
Receiver contact name:
|
Rick Axthelm
|
Monthly level provided:
|
43 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$4,341
|
Service flow:
|
Reorg to Core
|
Service number:
|
10
|
Transition service title:
|
Environmental ‐ integration of Delta
|
Service period in days:
|
120
|
Provider company:
|
Reorg
|
Provider department:
|
Environmental
|
Provider contact job title:
|
VP ‐ Environmental and ECM
|
Provider contact name:
|
Shelley Surles and Claire Vaught
|
Receiver company:
|
Core
|
Receiver department:
|
Environmental
|
Receiver contact job title:
|
VP‐Environmental
|
Receiver contact name:
|
John Paul Jones
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$785
|
Service flow:
|
Reorg to Core
|
Service number:
|
11
|
Transition service title:
|
Environmental ‐ control file updates
|
Service period in days:
|
365
|
Provider company:
|
Reorg
|
Provider department:
|
Environmental
|
Provider contact job title:
|
VP‐Environmental
|
Provider contact name:
|
Russ Lambert
|
Receiver company:
|
Core
|
Receiver department:
|
Environmental
|
Receiver contact job title:
|
VP‐Environmental
|
Receiver contact name:
|
John Paul Jones
|
Monthly level provided:
|
3 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$196
|
Service flow:
|
Reorg to Core
|
Service number:
|
12
|
Transition service title:
|
Environmental ‐ permit transfers
|
Service period in days:
|
365
|
Provider company:
|
Reorg
|
Provider department:
|
Environmental
|
Provider contact job title:
|
VP ‐ Environmental and ECMs
|
Provider contact name:
|
Russ Lambert
|
Receiver company:
|
Core
|
Receiver department:
|
Environmental
|
Receiver contact job title:
|
VP‐Environmental
|
Receiver contact name:
|
John Paul Jones
|
Monthly level provided:
|
5 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$392
|
Service flow:
|
Reorg to Core
|
Service number:
|
13
|
Transition service title:
|
Environmental ‐ management system implementation
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
Environmental
|
Provider contact job title:
|
VP ‐ Environmental
|
Provider contact name:
|
Shelley Surles
|
Receiver company:
|
Core
|
Receiver department:
|
Environmental
|
Receiver contact job title:
|
VP‐Environmental
|
Receiver contact name:
|
John Paul Jones
|
Monthly level provided:
|
3 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$262
|
Service flow:
|
Reorg to Core
|
Service number:
|
14
|
Transition service title:
|
Health and welfare/retirement support including document requests
|
Service period in days:
|
210
|
Provider company:
|
Reorg
|
Provider department:
|
HR
|
Provider contact job title:
|
VP HR
|
Provider contact name:
|
Judy Hill
|
Receiver company:
|
Core
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Director Benefits
|
Receiver contact name:
|
Kristie Kestner
|
Monthly level provided:
|
24 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$3,835
|
Service flow:
|
Reorg to Core
|
Service number:
|
15
|
Transition service title:
|
Payroll/tax support
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
HR
|
Provider contact job title:
|
Director Payroll
|
Provider contact name:
|
Melissa Stanley
|
Receiver company:
|
Core
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Analyst Payroll
|
Receiver contact name:
|
Kristy Lawson
|
Monthly level provided:
|
5 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$538
|
Service flow:
|
Reorg to Core
|
Service number:
|
16
|
Transition service title:
|
Mail forwarding services
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
HR
|
Provider contact job title:
|
Receptionist
|
Provider contact name:
|
Melanie Hutton
|
Receiver company:
|
Core
|
Receiver department:
|
HR
|
Receiver contact job title:
|
Mail expeditor
|
Receiver contact name:
|
Ernie Ramsey
|
Monthly level provided:
|
22 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$1,901
|
Service flow:
|
Reorg to Core
|
Service number:
|
17
|
Transition service title:
|
Telecommunication Services (phone, data, internet, wireless, etc.) – based on a 50/50 split of estimated billing
|
Service period in days:
|
90
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
$150,000
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$150,000
|
Service flow:
|
Reorg to Core
|
Service number:
|
18
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
$35,000
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$35,000
|
Service flow:
|
Reorg to Core
|
Service number:
|
19
|
Transition service title:
|
File Access
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
0 hours(no charge)
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$0
|
Service flow:
|
Reorg to Core
|
Service number:
|
20
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
24 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$1,329
|
Service flow:
|
Reorg to Core
|
Service number:
|
21
|
Transition service title:
|
Software Application Licensing
|
Service period in days:
|
210
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
0 hours (no charge)
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$0
|
Service flow:
|
Reorg to Core
|
Service number:
|
22
|
Transition service title:
|
Software Support
|
Service period in days:
|
210
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
120 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$6,646
|
Service flow:
|
Reorg to Core
|
Service number:
|
23
|
Transition service title:
|
Infrastructure Support
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
80 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$6,277
|
Service flow:
|
Reorg to Core
|
Service number:
|
24
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
25 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$1,385
|
Service flow:
|
Reorg to Core
|
Service number:
|
25
|
Transition service title:
|
Trax knowledge and data access ‐ Knowledge sharing around information in Tracts, contractual data, lease agreements
|
Service period in days:
|
60
|
Provider company:
|
Reorg
|
Provider department:
|
Land
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Michael Blackburn
|
Receiver company:
|
Core
|
Receiver department:
|
Land
|
Receiver contact job title:
|
SVP Land
|
Receiver contact name:
|
Scott Kreutzer
|
Monthly level provided:
|
9 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$675
|
Service flow:
|
Reorg to Core
|
Service number:
|
26
|
Transition service title:
|
General land support ‐ Includes support from Reorg Land management to Core Land management
|
Service period in days:
|
90
|
Provider company:
|
Reorg
|
Provider department:
|
Land
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Michael Blackburn
|
Receiver company:
|
Core
|
Receiver department:
|
Land
|
Receiver contact job title:
|
SVP Land
|
Receiver contact name:
|
Scott Kreutzer
|
Monthly level provided:
|
9 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$675
|
Service flow:
|
Reorg to Core
|
Service number:
|
27
|
Transition service title:
|
Mapping data ‐ Mapping data as needed
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
Land
|
Provider contact job title:
|
Manager
|
Provider contact name:
|
Michael Blackburn
|
Receiver company:
|
Core
|
Receiver department:
|
Land
|
Receiver contact job title:
|
Coordinator
|
Receiver contact name:
|
Spencer Young
|
Monthly level provided:
|
4 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$337
|
Service flow:
|
Reorg to Core
|
Service number:
|
28
|
Transition service title:
|
Assist and train the NewCo Legal Department in providing assistance and advice to Operations management and the Environmental Department in achieving Environmental regulatory compliance, particularly in regard to the EPA Consent Decree
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Drew McCallister
|
Receiver company:
|
Core
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Attorney
|
Receiver contact name:
|
Suzan Moore
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L2
|
Monthly value of service:
|
$1,627
|
Service flow:
|
Reorg to Core
|
Service number:
|
29
|
Transition service title:
|
Assist and train the CoreCo Legal Department to provide Other Paralegal Functions, Especially Litigation Support and Reporting
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
Legal
|
Provider contact job title:
|
Paralegal
|
Provider contact name:
|
Kacee Hodge
|
Receiver company:
|
Core
|
Receiver department:
|
Legal
|
Receiver contact job title:
|
Assist. To Corp. Sec./Legal Assistant
|
Receiver contact name:
|
Jessica Clevinger & Lisa Cook
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$554
|
Service flow:
|
Reorg to Core
|
Service number:
|
30
|
Transition service title:
|
DrillBase Software Support
|
Service period in days:
|
180
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
Other
|
Receiver contact job title:
|
Director Geology
|
Receiver contact name:
|
Scott Peterson
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$554
|
Service flow:
|
Reorg to Core
|
Service number:
|
31
|
Transition service title:
|
Pi support to prep plants
|
Service period in days:
|
365
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core
|
Receiver department:
|
Operations
|
Receiver contact job title:
|
Director Plants
|
Receiver contact name:
|
Van Davis
|
Monthly level provided:
|
10 hours
|
Level of provider:
|
L4
|
Monthly value of service:
|
$785
|
Service flow:
|
Reorg to Core
|
Service number:
|
32
|
Transition service title:
|
Temporally storing Surface Equipment / Assets
|
Service period in days:
|
365
|
Provider company:
|
Reorg
|
Provider department:
|
Operations
|
Provider contact job title:
|
VP ‐ Maintenance
|
Provider contact name:
|
Jimbo Nagy
|
Receiver company:
|
Core
|
Receiver department:
|
Other
|
Receiver contact job title:
|
VP ‐ Tech Services
|
Receiver contact name:
|
Philip Saunders
|
Monthly level provided:
|
7 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$369
|
Service flow:
|
Reorg to Core
|
Service number:
|
33
|
Transition service title:
|
Assessment processing
|
Service period in days:
|
180
|
Provider company:
|
ReOrg
|
Provider department:
|
Other
|
Provider contact job title:
|
Administrative Asst
|
Provider contact name:
|
Donna Moore
|
Receiver company:
|
Core
|
Receiver department:
|
Other
|
Receiver contact job title:
|
Safety Clerk
|
Receiver contact name:
|
Nate Clark
|
Monthly level provided:
|
22 hours
|
Level of provider:
|
L5+
|
Monthly value of service:
|
$1,191
|
Service flow:
|
Reorg to Core
|
Service number:
|
34
|
Transition service title:
|
Respirable Dust Rule Expertise
|
Service period in days:
|
180
|
Provider company:
|
ReOrg
|
Provider department:
|
Other
|
Provider contact job title:
|
Director
|
Provider contact name:
|
Vernon Johnson
|
Receiver company:
|
Core
|
Receiver department:
|
Other
|
Receiver contact job title:
|
VP Safety
|
Receiver contact name:
|
Allen Dupree
|
Monthly level provided:
|
17 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$1,737
|
Service flow:
|
Reorg to Core
|
Service number:
|
35
|
Transition service title:
|
Office space in Chapmanville (3 offices plus conference room) and Beckley (2 offices plus conference room)
|
Service period in days:
|
180
|
Provider company:
|
ReOrg
|
Provider department:
|
Other
|
Provider contact job title:
|
TBD
|
Provider contact name:
|
TBD
|
Receiver company:
|
Core
|
Receiver department:
|
Other
|
Receiver contact job title:
|
VP ‐ Tech Services
|
Receiver contact name:
|
Philip Saunders
|
Monthly level provided:
|
$1,000
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$1,000
|
Service flow:
|
Reorg to Core
|
Service number:
|
36
|
Transition service title:
|
Julian security monitoring support to RRLA
|
Service period in days:
|
90
|
Provider company:
|
ReOrg
|
Provider department:
|
Operations
|
Provider contact job title:
|
TBD
|
Provider contact name:
|
TBD
|
Receiver company:
|
Core
|
Receiver department:
|
Operations
|
Receiver contact job title:
|
TBD
|
Receiver contact name:
|
TBD
|
Monthly level provided:
|
$500
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$500
|
Service flow:
|
Reorg to Core
|
Service number:
|
37
|
Transition service title:
|
Strategic Sourcing Knowledge
|
Service period in days:
|
120
|
Provider company:
|
Reorg
|
Provider department:
|
Sourcing
|
Provider contact job title:
|
SVP‐Strategic Sourcing
|
Provider contact name:
|
Macs Hall
|
Receiver company:
|
Core
|
Receiver department:
|
Sourcing
|
Receiver contact job title:
|
Director‐Strategic Sourcing
|
Receiver contact name:
|
Danny Hinkle
|
Monthly level provided:
|
44 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$4,442
|
Service flow:
|
Reorg to Core
|
Service number:
|
38
|
Transition service title:
|
Materials Management Knowledge (Warehousing)
|
Service period in days:
|
120
|
Provider company:
|
Reorg
|
Provider department:
|
Sourcing
|
Provider contact job title:
|
Sr. Director‐Sourcing Support
|
Provider contact name:
|
Ed Green
|
Receiver company:
|
Core
|
Receiver department:
|
Sourcing
|
Receiver contact job title:
|
Director‐Strategic Sourcing
|
Receiver contact name:
|
Danny Hinkle
|
Monthly level provided:
|
44 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$4,442
|
Service flow:
|
Reorg to Core
|
Service number:
|
39
|
Transition service title:
|
Contract Administration and Maintenance (Corporate & Regional Agreements)
|
Service period in days:
|
90
|
Provider company:
|
Reorg
|
Provider department:
|
Sourcing
|
Provider contact job title:
|
Manager‐Contract Admin
|
Provider contact name:
|
Donald Robinson
|
Receiver company:
|
Core
|
Receiver department:
|
Sourcing
|
Receiver contact job title:
|
Director‐Sourcing Admin
|
Receiver contact name:
|
Allen Peppler
|
Monthly level provided:
|
44 hours
|
Level of provider:
|
L3
|
Monthly value of service:
|
$4,442
|
Service flow:
|
Reorg to Core
|
Service number:
|
40
|
Provider company:
|
Reorg
|
Provider department:
|
HR
|
Provider contact job title:
|
VP HR
|
Provider contact name:
|
Judy Hill
|
Receiver company:
|
Core
|
Receiver department:
|
Land
|
Receiver contact job title:
|
SVP Land
|
Receiver contact name:
|
Scott Kreutzer
|
Monthly level provided:
|
0 hours (no charge)
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$0
|
Service flow:
|
Reorg to Core
|
Service number:
|
41
|
Provider company:
|
Reorg
|
Provider department:
|
Legal
|
Provider contact job title:
|
Attorney
|
Provider contact name:
|
Drew McCallister
|
Receiver company:
|
Core
|
Receiver department:
|
Operations
|
Receiver contact job title:
|
VP – Tech Services
|
Receiver contact name:
|
Philip Saunders
|
Monthly level provided:
|
$200
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$200
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
1
|
Monthly close support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
370
|
Monthly
|
370
|
Labor hours
|
L4
|
$
|
29,030.77
|
|
|
|
|
|
2
|
Financial reporting
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Cristina Perez
|
Reorg
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Megan Meador
|
27
|
Monthly
|
27
|
Labor hours
|
L3
|
$
|
2,692.31
|
|
|
|
|
|
3
|
ARO support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
Reorg
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Megan Meador
|
30
|
Monthly
|
30
|
Labor hours
|
L4
|
$
|
2,353.85
|
|
|
|
|
|
4
|
Corporate Acctg
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Cristina Perez
|
Reorg
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Megan Meador
|
20
|
Monthly
|
20
|
Labor hours
|
L4
|
$
|
1,569.23
|
|
|
|
|
|
5
|
Fresh-start Acctg
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
167
|
Monthly
|
167
|
Labor hours
|
L3
|
$
|
16,826.92
|
|
|
|
|
|
6
|
Sales/AR Acctg
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Sr. Manager
|
Randy Philips
|
Reorg
|
Accounting (including BP&A)
|
Dir. Revenue and Inventory
|
Robert Hutton
|
20
|
Monthly
|
20
|
Labor hours
|
L4
|
$
|
1,569.23
|
|
|
|
|
|
7
|
Acquisition Accounting
|
90
|
3
|
Core
|
Accounting (including BP&A)
|
SVP Technical Accounting
|
Alan Jones
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
100
|
Monthly
|
100
|
Labor hours
|
L3
|
$
|
10,096.15
|
|
|
|
|
|
8
|
Tax Basis/Attribute Refresh
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
20
|
Weekly
|
86
|
Labor hours
|
L3
|
$
|
8,682.69
|
|
|
|
|
|
9
|
Environmental - EPA CD report
|
90
|
3
|
Core
|
Environmental
|
VP-Environmental, Environmental Compliance Managers, and GMs
|
John Paul Jones
|
Reorg
|
Environmental
|
VP-Environmental
|
Shelley Surles
|
22.5
|
quarterly
|
8
|
Labor hours
|
L4
|
$
|
588.46
|
|
Successful submission of EPA CD Report with all required information in October 2016
|
Shelley Surles
|
One-time Item
|
All required signatures, data and information shall be provided no later than 10/15/2016. All other questions and request for information shall be answered within 24 hours.
|
10
|
Environmental - KY operations
|
0
|
0
|
Core
|
Environmental
|
VP - Environmental
|
John Paul Jones
|
Reorg
|
Environmental
|
VP-Environmental
|
Russ Lambert
|
0
|
Weekly
|
0
|
Labor hours
|
L4
|
$
|
—
|
|
Successful transfer of information and knowledge regarding Kentucky operations and regulations
|
Russ Lambert
|
Training of Russ Lambert to assume responsibility for corportate environmental support for the operations in Kentucky
|
Response to availability within one business day
|
11
|
HR Employee Files
|
0
|
0
|
Core
|
HR
|
Manager HR
|
Sherry Bowers
|
Reorg
|
HR
|
Manager Benefits
|
Amy Perrigan
|
0
|
quarterly
|
0
|
Labor hours
|
L4
|
$
|
—
|
|
|
Logan Bateman
|
Handle the conversion of employee files
|
Will provide data transfer points within 48 hours of a request
|
12
|
Bonus Calculation Support/OSEB/Cash Retention/LTIP
|
90
|
3
|
Core
|
HR
|
Sr. Dir-HR
|
Logan Bateman
|
Reorg
|
HR
|
Director HR
|
Judy Hill and Jeff Gillenwater
|
20
|
quarterly
|
7
|
Labor hours
|
L3
|
$
|
673.08
|
|
|
Chris Matras
|
Understand and administer bonus plans and design going forward
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
13
|
Severance & WARN Payments
|
30
|
1
|
Core
|
HR
|
Sr. Dir-HR
|
Logan Bateman
|
Reorg
|
HR
|
Director HR
|
Judy Hill and Jeff Gillenwater
|
15
|
quarterly
|
5
|
Labor hours
|
L3
|
$
|
504.81
|
|
|
Chris Matras
|
Understand and implement Severance calculations and WARN notices
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
14
|
HR Data Processes
|
60
|
2
|
Core
|
HR
|
Manager HR
|
Sherry Bowers
|
Reorg
|
HR
|
HR Rep
|
Whitney Cole
|
10
|
quarterly
|
3
|
Labor hours
|
L4
|
$
|
261.54
|
|
|
Whitney Cole
|
Celine to assist with Oracle data issues that arise in the system throughout Oracle's life
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
15
|
Compensation support
|
60
|
2
|
Core
|
HR
|
VP HR
|
Burke Vander Lind
|
Reorg
|
HR
|
VP HR
|
Judy Hill
|
10
|
quarterly
|
3
|
Labor hours
|
L2
|
$
|
542.31
|
|
|
Judy Hill
|
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
16
|
HR/federal contractor compliance support
|
90
|
3
|
Core
|
HR
|
Sr. Dir-HR
|
Logan Bateman
|
Reorg
|
HR
|
Director HR
|
Chris Matras
|
15
|
quarterly
|
5
|
Labor hours
|
L4
|
$
|
392.31
|
|
|
Chris Matras
|
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
17
|
Payroll support
|
60
|
2
|
Core
|
HR
|
Sr. Director Payroll and HRIS
|
Jen Gambill
|
Reorg
|
HR
|
Director Payroll
|
Melissa Stanley
|
20
|
quarterly
|
7
|
Labor hours
|
L4
|
$
|
523.08
|
|
|
Melissa Stanley
|
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
18
|
General IT Support, Knowledge, and Expertise
|
210
|
7
|
Core
|
IT
|
VP IT
|
Becky Price
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
5
|
monthly
|
5
|
Labor hours
|
L2
|
$
|
813.46
|
|
|
|
|
|
19
|
Disaster Recovery Support Knowledge, and Expertise
|
210
|
7
|
Core
|
IT
|
Director of IT support
|
Jeff Cochrane
|
Reorg
|
IT
|
Sr. Director IT
|
Johnathan Hall
|
12
|
monthly
|
12
|
Labor hours
|
L3
|
$
|
1,211.54
|
|
|
|
|
|
20
|
Infrastructure Support
|
150
|
5
|
Core
|
IT
|
VP IT
|
Becky Price
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
160
|
Monthly
|
160
|
Labor hours
|
L4
|
$
|
12,553.85
|
|
|
|
|
|
21
|
Client Services Support
|
60
|
2
|
Core
|
IT
|
VP IT
|
Becky Price
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
50
|
Monthly
|
50
|
Labor hours
|
L4
|
$
|
3,923.08
|
|
|
|
|
|
22
|
IT Policy Updates
|
60
|
2
|
Core
|
IT
|
Manager IT risk and administration
|
Suzanne Owens
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
30
|
Monthly
|
30
|
Labor hours
|
L4
|
$
|
2,353.85
|
|
|
|
|
|
23
|
IT Audit Support
|
0
|
0
|
Core
|
IT
|
Manager IT risk and administration
|
Suzanne Owens
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
0
|
Monthly
|
0
|
Labor hours
|
L4
|
$
|
—
|
|
|
|
|
|
24
|
Delta and Oracle Support
|
210
|
7
|
Core
|
IT
|
Director of IT applications
|
Brad Bateman
|
Reorg
|
IT
|
Director of IT applications
|
John Talbert
|
15
|
Monthly
|
15
|
Labor hours
|
L3
|
$
|
1,514.42
|
|
|
|
|
As necessary, Reorg personnel may request background knowledge and/or expertise from employees of NewCo.
|
25
|
Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements
|
180
|
6
|
Core
|
Land
|
Manager
|
Vicki Duffy
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
5
|
Weekly
|
22
|
Labor hours
|
L4
|
$
|
1,686.92
|
|
Making ReorgCo & CoreCo self-sufficient
|
Recipient Contact Person
|
|
Recipient requests help in writing/phone call and provider responds within one business day with availability to help
|
26
|
General land support - Includes support from Core Land management to Reorg Land management (including Enterprise)
|
180
|
6
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
8
|
Weekly
|
34
|
Labor hours
|
L3
|
$
|
3,473.08
|
|
|
|
|
|
27
|
Mapping support and data
|
180
|
6
|
Core
|
Land
|
Coordinator
|
Spencer Young
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
3
|
Weekly
|
13
|
Labor hours
|
L5+
|
$
|
714.46
|
|
|
|
|
|
28
|
Training and support for New River Energy
|
180
|
6
|
Core
|
Land
|
Manager
|
Jim Cappucci
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
3
|
Weekly
|
13
|
Labor hours
|
L4
|
$
|
1,012.15
|
|
|
|
|
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
29
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to the ReorgCo Land Department/Operations/Sourcing regarding the formation and administration of legal instruments related to land, coal reserves and other real property interests as well as the procurement of goods and services
|
60
|
2
|
Core
|
Legal
|
Attorney
|
Frank Harrington
|
Reorg
|
Legal
|
Attorney
|
Phil Monroe
|
10
|
monthly
|
10
|
Labor hours
|
L2
|
$
|
1,626.92
|
|
Reorg Legal fully trained to provide support of Reorg Land
|
Phil Monroe
|
Fully utilize this transition service; Work with Land Dept to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help.
|
30
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to the Benefits Committee and the Benefits Department in designing and administering employee benefit plans (including the 3 defined benefit pension plans)
|
90
|
3
|
Core
|
Legal
|
Attorney
|
Suzan Moore
|
Reorg
|
Legal
|
Attorney
|
Phil Monroe
|
10
|
monthly
|
10
|
Labor hours
|
L2
|
$
|
1,626.92
|
|
Reorg Legal fully trained to provide support of Reorg Benefits Dept
|
Phil Monroe
|
Fully utilize this transition service; Work with Benefits Dept to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help.
|
31
|
Assist and train the ReorgCo Legal Department in performing the Corporate secretarial function
|
90
|
3
|
Core
|
Legal
|
Attorney
|
Mark Manno & Will Phillips
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
4
|
monthly
|
4
|
Labor hours
|
L2
|
$
|
650.77
|
|
Reorg Legal fully trained to perform Corporate Secretary function for Reorg
|
Drew McCallister
|
Fully utilize this transition service; Work with Reorg Board to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help.
|
32
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to company departments with regard to internal company policies and procedures
|
0
|
0
|
Core
|
Legal
|
Attorney
|
Will Phillips & Suzan Moore
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister & Phil Monroe
|
0
|
monthly
|
0
|
Labor hours
|
L2
|
$
|
—
|
|
Reorg Legal fully trained to provide support of Reorg management and Board policy administration
|
Drew McCallister & Phil Monroe
|
Fully utilize this transition service; Work with Reorg management and Board to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help.
|
33
|
Assist and train the ReorgCo Legal Department to support the Corporate Secretary Functions and Activities - Board of Directors/Managers/Trustees
|
90
|
3
|
Core
|
Legal
|
Assist. To Corp. Sec.
|
Jessica Clevinger
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
10
|
monthly
|
10
|
Labor hours
|
L5+
|
$
|
553.85
|
|
Reorg Legal fully trained to provide support of Reorg Corporate Secretary functions and Board meetings and actions; Reorg Paralegal able to successfully perform functions described in columns S through W
|
Drew McCallister & Kacee Hodge
|
Fully utilize this transition service; Work with Reorg Corporate Secretary and Board to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help. Recipient also spends at least 3 days per month for the first 3 months shadowing Provider
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
34
|
Assist and train the CoreCo Legal Department to provide Legal-Assistant/Paralegal Support Functions and Activities, Especially File and Systems Mgmt.
|
0
|
0
|
Core
|
Legal
|
Attorney/Legal Assistant
|
Will Phillips & Lisa Cook
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
0
|
monthly
|
0
|
Labor hours
|
L5+
|
$
|
—
|
|
Reorg Legal fully trained to provide Paralegal/Legal Assistant Support to Reorg Legal Dept, especially file and systems management; Reorg Paralegal able to successfully perform functions described in columns S through V
|
Phil Monroe & Kacee Hodge
|
Fully utilize this transition service; Work with Core Legal Dept Attorneys to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help. Recipient also spends at least 3 days per month for the first 3 months shadowing Provider
|
35
|
Assist and train the ReorgCo Legal Department in addressing intellectual property matters.
|
0
|
0
|
Core
|
Legal
|
Attorney
|
Will Phillips
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
0
|
semiannually
|
0
|
Labor hours
|
L2
|
$
|
—
|
|
Reorg Legal fully trained to handle Reorg IP issues
|
Drew McCallister
|
Fully utilize this transition service; Work with outside counsel to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help.
|
36
|
Assistance for the transition of litigation matters
|
90
|
3
|
Core
|
Legal
|
Attorney
|
Frank Harrington
|
Reorg
|
Legal
|
Attorney
|
Phil Monroe
|
7
|
Monthly
|
7
|
Labor hours
|
L2
|
$
|
1,084.62
|
|
|
|
|
|
37
|
AMP Support - Oracle Related Expertise
|
180
|
6
|
Core
|
Other
|
Director Maintenane
|
Cullen Medley
|
Reorg
|
Other
|
VP - Maintenance
|
TBD
|
10
|
monthly
|
10
|
Labor hours
|
L4
|
$
|
784.62
|
|
hours needed per month
|
Jimbo Nagy
|
build skill level of internal party
|
|
38
|
Sourcing ERP Support
|
90
|
3
|
Core
|
Sourcing
|
Director- Sourcing Admin
|
Allen Peppler
|
Reorg
|
Sourcing
|
Manager-Contract Admin
|
Donald Robinson
|
2
|
daily
|
44
|
Labor hours
|
L3
|
$
|
4,442.31
|
|
Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement
|
SVP-Strategic Sourcing
|
Documentation of shared information.
|
Help requests are documented via email with responder reply within 24 hour period of submission.
|
39
|
Strategic Sourcing Knowledge
|
60
|
2
|
Core
|
Sourcing
|
Director-Strategic Sourcing
|
Danny Hinkle
|
Reorg
|
Sourcing
|
SVP-Strategic Sourcing
|
Macs Hall
|
2
|
daily
|
44
|
Labor hours
|
L3
|
$
|
4,442.31
|
|
Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement
|
SVP-Strategic Sourcing
|
Documentation of shared information.
|
Help requests are documented via email with responder reply within 24 hour period of submission.
|
40
|
WY Gross Products Return Support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Regional Controller
|
Tammy Okray
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
20
|
Monthly
|
20
|
Labor hours
|
L3
|
$
|
2,019.23
|
|
|
|
|
|
41
|
PAC closure with FEC
|
0
|
0
|
Core
|
Communications
|
Manager – Corporate Communications & PAC Admin.
|
Teresa Anderson
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
0
|
Monthly
|
0
|
Labor hours
|
L4
|
$
|
—
|
|
|
|
|
|
42
|
Finalize, wind down, and delivery of Bristol office building
|
60
|
2
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
Reorg
|
N/A
|
N/A
|
N/A
|
0
|
Monthly
|
0
|
Labor hours
|
L2
|
|
|
|
|
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
1
|
Income Tax Preparation
|
90
|
3
|
Reorg
|
Accounting (including BP&A)
|
Sr. Manager
|
Amy McKinney
|
Core
|
Accounting (including BP&A)
|
Sr. Manager
|
Anita Fore
|
80
|
Monthly
|
80
|
Labor hours
|
L3
|
$
|
8,076.92
|
|
|
|
|
|
2
|
Field AP and accounting support
|
30
|
1
|
Reorg
|
Accounting (including BP&A)
|
Manager
|
Kahla McClure
|
Core
|
Accounting (including BP&A)
|
Controller
|
Tammy Okray/Dean Swaney
|
320
|
Monthly
|
320
|
Labor hours
|
L4
|
$
|
25,107.69
|
|
|
|
|
|
3
|
Sales & Property Tax
|
90
|
3
|
Reorg
|
Accounting (including BP&A)
|
Sr. Accountant
|
Pam Foleno
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
20
|
Monthly
|
20
|
Labor hours
|
L4
|
$
|
1,569.23
|
|
|
|
|
|
4
|
Monthly close support
|
60
|
2
|
Reorg
|
Accounting (including BP&A)
|
Monthly close support
|
Roger Ketron
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
144
|
Monthly
|
144
|
Labor hours
|
L4
|
$
|
11,298.46
|
|
|
|
|
|
5
|
Freight/Inventory Acctg
|
60
|
2
|
Reorg
|
Accounting (including BP&A)
|
Dir. Revenue and Inventory
|
Robert Hutton
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
20
|
Monthly
|
20
|
Labor hours
|
L4
|
$
|
1,569.23
|
|
|
|
|
|
6
|
A/P and A/R Support
|
60
|
2
|
Reorg
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Eddie Guy
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
57
|
Monthly
|
57
|
Labor hours
|
L4
|
$
|
4,446.15
|
|
|
|
|
|
7
|
A/P Support (paying and getting reimbursed for invoices)
|
30
|
1
|
Reorg
|
Accounting (including BP&A)
|
Manager
|
Kahla McClure
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
24
|
Monthly
|
24
|
Labor hours
|
L4
|
$
|
1,883.08
|
|
|
|
Bank accounts for Core opened by emergence
|
|
8
|
Tax Basis/Attribute Refresh
|
60
|
2
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
20
|
Weekly
|
86
|
Labor hours
|
L3
|
$
|
8,682.69
|
|
|
|
|
|
9
|
Media Relations / PIER
|
90
|
3
|
Reorg
|
Communications
|
Director, Media Relations
|
Steve Hawkins
|
Core
|
Communications
|
VP, Communications & Government Affairs
|
Rick Axthelm
|
10
|
weekly
|
43
|
Labor hours
|
L3
|
$
|
4,341.35
|
|
Successful transition/duplication of local, regional, and national media relationships to communications team at NewCo; transfer of knowledge (and training where necessary) for comms professionals at NewCo regarding media relations history of core assets, key data on target media markets, and any needed support duties; and the set-up of a functional PIER system for NewCo and training support.
|
Rick Axthelm will track and assess service performance.
|
Knowledge transfer and as-needed training will begin on day one of the TSA; NewCo comms professionals will handle actual media interactions for NewCo and, over the term of the TSA, will work to do so with reducing support from ReorgCo under the TSA; and PIER training will occur concurrently with setting up the new PIER system.
|
Time allotments for knowledge transfer and training will be pre-set and agreed upon by both parties of the TSA on a weekly basis. Additional media support will be requested on a needs-basis when issues arise where consultation with ReorgCo professional is necessary, but such interactions will be tracked and documented. Setting up the PIER system for NewCo, and associated system training, will be front-loaded and more time intensive during the first 30-60 days of the TSA term. Again, specific time allotments will be discussed in advance on a weekly basis and tracked.
|
10
|
Environmental - integration of Delta
|
120
|
4
|
Reorg
|
Environmental
|
VP - Environmental and ECM
|
Shelley Surles and Claire Vaught
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
2
|
Weekly
|
10
|
Labor hours
|
L4
|
$
|
784.62
|
|
Successful integration and use of the Delta Environmental database to manage data and generate reports
|
John Paul Jones
|
Training of John Paul Jones and staff to run reports without assistance from Reorg.
|
Response to availability within one business day
|
11
|
Environmental - control file updates
|
365
|
12
|
Reorg
|
Environmental
|
VP-Environmental
|
Russ Lambert
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
2.5
|
Monthly
|
3
|
Labor hours
|
L4
|
$
|
196.15
|
|
Assistance with respect to ownership and control file updates for Core, leading to successful permit transfers
|
John Paul Jones
|
Short term support service that will be replaced by Core team once Core is set up in all states
|
Response to availability within one business day
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
12
|
Environmental - permit transfers
|
365
|
12
|
Reorg
|
Environmental
|
VP - Environmental and ECMs
|
Russ Lambert
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
5
|
Monthly
|
5
|
Labor hours
|
L4
|
$
|
392.31
|
|
Successful transfer of permits to Core from Reorg
|
John Paul Jones
|
Short term support service that may be addressed in a Permit Transfer Agreement as well
|
Response to availability within one business day
|
13
|
Environmental - management system implementation
|
180
|
6
|
Reorg
|
Environmental
|
VP - Environmental
|
Shelley Surles
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
1
|
Weekly
|
3
|
Labor hours
|
L4
|
$
|
261.54
|
|
Development and implementation of an Environmental Management System
|
John Paul Jones
|
Surles to provide resource to Jones in development and adaptation of existing ANR EMS to Core. Upon completion, no further development services will be needed.
|
Response to availability within one business day
|
14
|
Health and welfare/retirement support including document requests
|
210
|
7
|
Reorg
|
HR
|
VP HR
|
Judy Hill
|
Core
|
HR
|
Director Benefits
|
Kristie Kestner
|
24
|
monthly
|
24
|
Labor hours
|
L2
|
$
|
3,834.89
|
|
|
Kristie Kestner
|
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
15
|
Payroll/tax support
|
180
|
6
|
Reorg
|
HR
|
Director Payroll
|
Melissa Stanley
|
Core
|
HR
|
Analyst Payroll
|
Kristy Lawson
|
16
|
quarterly
|
5
|
Labor hours
|
L3
|
$
|
538.46
|
|
|
Kristy Lawson
|
|
Recipient requests help in writing and provider responds within 48 hours with availability to help
|
16
|
Mail forwarding services
|
180
|
6
|
Reorg
|
HR
|
Receptionist
|
Melanie Hutton
|
Core
|
HR
|
Mail expeditor
|
Ernie Ramsey
|
5
|
weekly
|
22
|
Labor hours
|
L5+
|
$
|
1,190.77
|
|
|
|
|
|
17
|
Telecommunication Services (phone, data, internet, wireless, etc.) – based on a 50/50 split of estimated billing
|
90
|
3
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
$ 150,000
|
monthly
|
$150,000
|
Non-personnel dollars
|
|
$
|
—
|
|
|
|
Within 60 days all relative telecommunication services will be transferred to new NewCo accounts. Adding one additional month to allow for catch up in billing.
|
Provider wil actively work on transitioning accounts, keeping Recipient involved as appropriate.
|
18
|
Wireless
|
30
|
1
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
$ 35,000
|
monthly
|
$35,000
|
Non-personnel dollars
|
|
$
|
—
|
|
|
|
Within 60 days all remaining Wireless accounts will be tranferred to the appropriate NewCo accounts.
|
Provider wil actively work on transitioning accounts, keeping Recipient involved as appropriate.
|
19
|
File Access
|
180
|
6
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
0
|
Monthly
|
0
|
Labor hours
|
L4
|
$
|
—
|
|
|
|
As a one-time event, IT will make available copies of all NewCo employee Y drive and Exchange data.
|
For a period of 180 days post-close, if a Reorg employee is hired by NewCo, NewCo can submit a written request to the General Counsel of Reorg asking to receive an electronic copy of the former employee's electronic data (Y drive, Exchange).
|
20
|
Email Forwarding
|
30
|
1
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
24
|
Monthly
|
24
|
Labor hours
|
L5+
|
$
|
1,329.23
|
|
|
|
N/A
|
For a period of 30 days, Reorg IT will forward email received by NewCo employees to their new conturaenergy.com email address.
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
21
|
Software Application Licensing
|
210
|
7
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
0
|
Monthly
|
0
|
Non-personnel dollars
|
L4
|
$
|
—
|
|
|
|
|
Reorg will provide various temporary software access to NewCo, including but not limited to:
- Read/Report access to Oracle EBS R12
- Microsoft Windows/Office licensing
- OSISoft licensing (prep plant monitoring)
|
22
|
Software Support
|
210
|
7
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
120
|
Monthly
|
120
|
Labor hours
|
L5+
|
$
|
6,646.15
|
|
|
|
|
To the extent necessary, Reorg will provide NewCo software support for any transition software application.
|
23
|
Infrastructure Support
|
180
|
6
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
80
|
Monthly
|
80
|
Labor hours
|
L4
|
$
|
6,276.92
|
|
|
|
New Infrastructure employees will become familiar with the NewCo footprint during the TSA period.
|
As required, NewCo may request Infrastructure support (generally historical knowledge or expertise) of reorg by emailing support@alphanr.com.
|
24
|
Client Services Support
|
90
|
3
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
25
|
Monthly
|
25
|
Labor hours
|
L5+
|
$
|
1,384.62
|
|
|
|
New Client Services employees will become familiar with the NewCo footprint during the TSA period.
|
As required, NewCo may request Client Services support (generally historical knowledge and/or expertise) of reorg by emailing support@alphanr.com.
|
25
|
Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements
|
60
|
2
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
2
|
Weekly
|
9
|
Labor hours
|
L4
|
$
|
674.77
|
|
|
|
|
|
26
|
General land support - Includes support from Reorg Land management to Core Land management
|
90
|
3
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
2
|
Weekly
|
9
|
Labor hours
|
L4
|
$
|
674.77
|
|
|
|
|
|
27
|
Mapping data - Mapping data as needed
|
180
|
6
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
Core
|
Land
|
Coordinator
|
Spencer Young
|
1
|
Weekly
|
4
|
Labor hours
|
L4
|
$
|
337.38
|
|
|
|
|
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
28
|
Assist and train the NewCo Legal Department in providing assistance and advice to Operations management and the Environmental Department in achieving Environmental regulatory compliance, particularly in regard to the EPA Consent Decree
|
180
|
6
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
Core
|
Legal
|
Attorney
|
Suzan Moore
|
10
|
monthly
|
10
|
Labor hours
|
L2
|
$
|
1,626.92
|
|
Core Legal fullty trained to provide support of Core Environmental and Ops
|
Suzan Moore
|
Fully utilize this transition service; Work with Environmental and Ops Depts to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help.
|
29
|
Assist and train the CoreCo Legal Department to provide Other Paralegal Functions, Especially Litigation Support and Reporting
|
180
|
6
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
Core
|
Legal
|
Assist. To Corp. Sec./Legal Assistant
|
Jessica Clevinger & Lisa Cook
|
10
|
monthly
|
10
|
Labor hours
|
L5+
|
$
|
553.85
|
|
Core Legal fully trained to provide Paralegal/Legal Assistant Support to Core Legal Dept, especially Litigation Support and Reporting; Core Assist. To Corp. Sec./Legal Assistant able to successfully perform functions described in columns S through V
|
Jessica Clevinger & Lisa Cook
|
Fully utilize this transition service; Work with Core Legal Dept Attorneys to gain necessary expertise
|
Recipient requests help via email or phone call. Provider responds within two business days with availability to help. Recipient also spends at least 3 days per month for the first 3 months shadowing Provider
|
30
|
DrillBase Software Support
|
180
|
6
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
Other
|
Director Geology
|
Scott Peterson
|
10
|
monthly
|
10
|
Labor hours
|
L5+
|
$
|
553.85
|
|
hours needed per month
|
Scott Peterson
|
new IT on Core side to have full access and understanding
|
|
31
|
Pi support to prep plants
|
365
|
12
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
Operations
|
Director Plants
|
Van Davis
|
10
|
monthly
|
10
|
Labor hours
|
L4
|
$
|
784.62
|
|
hours needed per month
|
Van Davis
|
Find internal or train internal / low cost vendor
|
|
32
|
Temporally storing Surface Equipment / Assets
|
365
|
12
|
Reorg
|
Operations
|
VP - Maintenance
|
Jimbo Nagy
|
Core
|
Other
|
VP - Tech Services
|
Philip Saunders
|
20
|
quarterly
|
7
|
Labor hours
|
L5+
|
$
|
369.23
|
|
Hours per quarter needed to comply
|
Cullen Medley
|
Move equipment as needed, or sell back to Non-Core or outside party
|
|
33
|
Assessment processing
|
180
|
6
|
ReOrg
|
Other
|
Administrative Asst
|
Donna Moore
|
Core
|
Other
|
Safety Clerk
|
Nate Clark
|
5
|
weekly
|
22
|
Labor hours
|
L5+
|
$
|
1,190.77
|
|
Zero Delinquent Notices
|
Dupree
|
Install Assessment Processing system in Core
|
Core monitors paid and contested assessments weekly and coordinates with ReOrg to rectify any discrepancies
|
34
|
Respirable Dust Rule Expertise
|
180
|
6
|
ReOrg
|
Other
|
Director
|
Vernon Johnson
|
Core
|
Other
|
VP Safety
|
Allen Dupree
|
4
|
weekly
|
17
|
Labor hours
|
L3
|
$
|
1,736.54
|
|
resp. dust citations/issues
|
Dupree
|
Train new subject matter experts
|
Core monitors resp. dust citations, issues/ etc
|
35
|
Office space in Chapmanville (3 offices plus conference room) and Beckley (2 offices plus conference room)
|
180
|
6
|
ReOrg
|
Other
|
VP-Tech Services
|
Joe Pugh
|
Core
|
Other
|
VP - Tech Services
|
Philip Saunders
|
$ 1,000
|
monthly
|
$1,000
|
Non-personnel dollars
|
|
$
|
—
|
|
|
|
|
|
36
|
Julian security monitoring support to RRLA
|
90
|
3
|
ReOrg
|
Operations
|
Sourcing Manager
|
Macs Hall
|
Core
|
Operations
|
RRLA Director
|
Gary Frampton
|
$ 500
|
Monthly
|
$500
|
Non-personnel dollars
|
|
$
|
—
|
|
|
|
|
|
Service
number
|
1)
Transition
service title
|
2)
Service
Period
(in days)
|
Number
of
months
|
3A)
Provider
- Company
|
3B)
Provider
- Department
|
3C)
Provider
- Contact
job title
|
3D)
Provider
- Contact
name
|
4A)
Recipient
- Company
|
4B)
Recipient
- Department
|
4C)
Recipient
- Contact
job title
|
4D)
Recipient
- Contact
name
|
5A)
Service level
- Amount
or quantity
(in hours unless
otherwise noted)
|
5B)
Service level
- Frequency
(ex. weekly,
monthly,
quarterly)
|
Monthly
level
provided
|
Type
|
"L"
level
|
Monthly
value of
service
|
6)
Measure
of
success/KPIs
|
7)
Who will assess service performance, e.g., recipient contact person
|
8)
Planned actions
by recipient to
build internal
capabilities/knowledge,
e.g., train new subject
matter experts (SMEs)
|
9)
Guidelines for
go-forward working
relationships,
e.g., recipient requests
help in writing and
provider responds
within one business
day with availability
to help
|
||
37
|
Strategic Sourcing Knowledge
|
120
|
4
|
Reorg
|
Sourcing
|
SVP-Strategic Sourcing
|
Macs Hall
|
Core
|
Sourcing
|
Director-Strategic Sourcing
|
Danny Hinkle
|
2
|
daily
|
44
|
Labor hours
|
L3
|
$
|
4,442.31
|
|
Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement
|
Director-Strategic Sourcing
|
Documentation of shared information.
|
Help requests are documented via email with responder reply within 24 hour period of submission.
|
38
|
Materials Management Knowledge (Warehousing)
|
120
|
4
|
Reorg
|
Sourcing
|
Sr. Director-Sourcing Support
|
Ed Green
|
Core
|
Sourcing
|
Director-Strategic Sourcing
|
Danny Hinkle
|
2
|
daily
|
44
|
Labor hours
|
L3
|
$
|
4,442.31
|
|
Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement
|
Director-Strategic Sourcing
|
Documentation of shared information.
|
Help requests are documented via email with responder reply within 24 hour period of submission.
|
39
|
Contract Administration and Maintenance (Corporate & Regional Agreements)
|
90
|
3
|
Reorg
|
Sourcing
|
Manager-Contract Admin
|
Donald Robinson
|
Core
|
Sourcing
|
Director-Sourcing Admin
|
Allen Peppler
|
2
|
daily
|
44
|
Labor hours
|
L3
|
$
|
4,442.31
|
|
Use first 2 weeks of requests for baseline and measure reductions in assistance requests. Measure variance of number of reduction in requests for improvement
|
Director-Strategic Sourcing
|
Documentation of shared information.
|
Help requests are documented via email with responder reply within 24 hour period of submission.
|
40
|
Bristol office space
|
60
|
2
|
Reorg
|
HR
|
VP HR
|
Judy Hill
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
0
|
Monthly
|
0
|
Non-personnel dollars
|
|
$
|
—
|
|
|
|
|
|
41
|
Julian office space
|
90
|
3
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
Core
|
Operations
|
VP - Tech Services
|
Philip Saunders
|
$ 200
|
Monthly
|
$200
|
Non-personnel dollars
|
|
$
|
—
|
|
|
|
|
|
1.
|
The Parties have mutually agreed that one of the ANR Provided Services as specified in
Schedule II
to the TSA, specifically Service Number 16 (as referenced in
Appendix 1
attached hereto), should be revised, including to delete any provision for compensation with respect to such service. As such, Service Number 16 shall be and hereby is modified as set forth in
Appendix 1
attached hereto, which shall replace and supersede the description of Service Number 16 as originally set forth in
Schedule II
to the TSA. Service Number 16 shall be and hereby is deleted from
Schedule III
to the TSA and the payment provisions of the TSA, including as provided for under
Schedule III
to the TSA, shall be and hereby are adjusted accordingly,
i.e.
, to delete the charges to have been paid by Contura Energy to ANR as consideration for said Service Number 16.
|
2.
|
Certain mailing addresses and post office boxes in the name of ANR are expected to be receiving mail that either is addressed to or is properly forwarded to ANR and its Subsidiaries or to Contura Energy and its Subsidiaries, as the case may be, based on the connection of the mail (or the lack thereof) to the Purchased Assets and/or the Assumed Liabilities, including specifically in the case of the following addresses/post-office boxes: P.O. Box 2345, Abingdon, VA 24212; P.O. Box 16429, Bristol, VA 24209; One Alpha Place, Bristol, VA 24202; and 201 Resting Tree Dr., Bristol, VA 24202. In the circumstances, the Parties have agreed, and Contura Energy and its Subsidiaries hereby consent, to having employees of ANR and its Subsidiaries receive and sort all such incoming mail (including as the same may be forwarded to or otherwise received at Kingsport, TN addresses now used by ANR and its Subsidiaries), including to sign for and accept certified and
|
3.
|
Certain of the Purchased Assets and Assumed Liabilities have mailing addresses and post office boxes associated with them which are now being used by both ANR and its Subsidiaries and by Contura Energy and its Subsidiaries, including specifically in the case of mine office and regional office mailing addresses and post office boxes associated with the following Mining Complexes: the Alpha Coal West Complex, the Cumberland Complex, the Emerald Complex, the McClure Complex, and the Toms Creek Complex. In the circumstances, the Parties have agreed, and ANR and its Subsidiaries hereby consent, to having employees of Contura Energy and its Subsidiaries receive and sort all such incoming mail, including to sign for and accept certified and registered mail, and with respect to mail directed to ANR and its Subsidiaries which does not pertain to the Purchased Assets and Assumed Liabilities, to forward such mail reasonably promptly to ANR or one of its Subsidiaries, and the Parties agree that mail forwarded within seven (7) Business Days will be deemed to be reasonably prompt. This additional CoreCo Provided Service is identified in
Appendix 3
attached hereto and designated as Service Number 43.
Schedule II
to the TSA shall be and hereby is amended to add the aforesaid Service Number 43. Both Parties agree to exercise commercially reasonable efforts to provide senders of mail with up-to-date address information such that the mailing addresses and post office boxes may be fully transitioned to Contura Energy and its Subsidiaries and such that incoming mail which should be directed to ANR and its Subsidiaries will, as and to the extent practicable and as soon as possible, cease to be mailed to said Contura mailing addresses and post office boxes.
|
4.
|
Further, the Parties have mutually agreed to add one additional ANR Provided Service as specified in
Schedule II
to the TSA, specifically a new Service Number 43, as set forth in
Appendix 4
attached hereto.
Schedule II
to the TSA shall be and hereby is amended to add the aforesaid Service Number 43.
|
5.
|
Also, the Parties have mutually agreed to add one additional CoreCo Provided Service as specified in
Schedule I
to the TSA, specifically a new Service Number 44, as set forth in
Appendix 5
attached hereto.
Schedule I
to the TSA shall be and hereby is amended to add the aforesaid Service Number 44.
|
6.
|
There shall be no cost or charge for the aforementioned additional services provided for in paragraphs 2, 3, 4, and 5, above, such that the payment provisions of the TSA, including as provided for under
Schedule III
to the TSA, shall remain unchanged despite the addition of these services.
|
7.
|
A revised version of
Schedule III
to the TSA which incorporates the changes provided for herein is appended hereto as
Appendix 6
, and an electronic version of the revised
Schedule III
is being circulated among the Parties hereto contemporaneously with the execution of this First Amendment.
|
8.
|
Miscellaneous
.
|
a.
|
Except as specifically amended by this First Amendment, the TSA shall remain in full force and effect and is hereby ratified and confirmed.
|
b.
|
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically (either by facsimile transmission or by e-mail delivery of a photocopy of the original) shall be equally as effective as delivery of an original executed counterpart of this First Amendment.
|
c.
|
Following execution of this First Amendment, each reference in the TSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the TSA shall mean and be a reference to the TSA as amended by this First Amendment.
|
d.
|
This First Amendment constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
|
e.
|
All Parties have participated, or had the opportunity to participate, in the drafting of this First Amendment, and no Party shall be deemed to be the drafter hereof. The words of all parts of this First Amendment and of the TSA as hereby amended shall in all cases be construed as a whole, according to their fair meaning, and not strictly for or against any of the Parties, notwithstanding any statutory or common law provisions which would suggest otherwise.
|
CONTURA ENERGY, INC.
|
|
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: EVP, General Counsel, Secretary & CPO
|
OLD ANR, LLC (formerly ALPHA NATURAL RESOURCES, INC.)
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: Vice President and Secretary
|
|
|
ANR, INC.
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: SVP, General Counsel and Secretary
|
Service flow:
|
Reorg to Core
|
Service number:
|
16
|
Transition service title:
|
Mail forwarding services
|
Service period in days:
|
360
|
Provider company:
|
Reorg
|
Provider department:
|
Various
|
Provider contact job title:
|
Various
|
Provider contact name:
|
Various
|
Receiver company:
|
Core
|
Receiver department:
|
Various
|
Receiver contact job title:
|
Various
|
Receiver contact name:
|
Various
|
Monthly level provided:
|
N/A
|
Level of provider:
|
N/A
|
Monthly value of service:
|
N/A
|
Service flow:
|
Reorg to Core
|
Service number:
|
42
|
|
|
Transition service title:
|
Mail forwarding services
|
Service period in days:
|
360
|
|
|
Provider company:
|
Reorg
|
Provider department:
|
Various
|
Provider contact job title:
|
Various
|
Provider contact name:
|
Various
|
|
|
Receiver company:
|
Core
|
Receiver department:
|
Various
|
Receiver contact job title:
|
Various
|
Receiver contact name:
|
Various
|
|
|
Monthly level provided:
|
N/A
|
Level of provider:
|
N/A
|
Monthly value of service:
|
N/A
|
Service flow:
|
Core to Reorg
|
Service number:
|
43
|
|
|
Transition service title:
|
Mail forwarding services
|
Service period in days:
|
360
|
|
|
Provider company:
|
Core
|
Provider department:
|
Various
|
Provider contact job title:
|
Various
|
Provider contact name:
|
Various
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Various
|
Receiver contact job title:
|
Various
|
Receiver contact name:
|
Various
|
|
|
Monthly level provided:
|
N/A
|
Level of provider:
|
N/A
|
Monthly value of service:
|
N/A
|
Service flow:
|
Reorg to Core
|
Service number:
|
43
|
|
|
Transition service title:
|
Use of Alpha European Sales bank account in Lugano, Switzerland
|
Service period in days:
|
180
|
|
|
Provider company:
|
Reorg
|
Provider department:
|
Treasury
|
Provider contact job title:
|
General Counsel
|
Provider contact name:
|
Drew McCallister
|
|
|
Receiver company:
|
Core
|
Receiver department:
|
Treasury / Coal Sales
|
Receiver contact job title:
|
General Counsel
|
Receiver contact name:
|
Jill Harrison
|
|
|
Monthly level provided:
|
N/A
|
Level of provider:
|
N/A
|
Monthly value of service:
|
N/A
|
Service flow:
|
Core to Reorg
|
Service number:
|
44
|
|
|
Transition service title:
|
Closure of Alpha European Sales bank account and corporate registrations in Lugano, Switzerland
|
Service period in days:
|
180
|
|
|
Provider company:
|
Core
|
Provider department:
|
Coal Sales
|
Provider contact job title:
|
General Counsel
|
Provider contact name:
|
Jill Harrison
|
|
|
Receiver company:
|
Reorg
|
Receiver department:
|
Coal Sales
|
Receiver contact job title:
|
Vice President
|
Receiver contact name:
|
Drew McCallister
|
|
|
Monthly level provided:
|
N/A
|
Level of provider:
|
N/A
|
Monthly value of service:
|
N/A
|
Core to Reorg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Month
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Core
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
|
12
|
|
Total
|
|
|||||||||||||
Labor hours
|
1369
|
|
1364
|
|
478
|
|
284
|
|
284
|
|
124
|
|
32
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
3,934
|
|
|||||||||||||
Labor dollars
|
$
|
122,795
|
|
$
|
122,290
|
|
$
|
43,873
|
|
$
|
23,765
|
|
$
|
23,765
|
|
$
|
11,211
|
|
$
|
3,539
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
351,237
|
|
Non-personnel dollars
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Total
|
$
|
122,795
|
|
$
|
122,290
|
|
$
|
43,873
|
|
$
|
23,765
|
|
$
|
23,765
|
|
$
|
11,211
|
|
$
|
3,539
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
351,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Reorg to Core
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Month
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Reorg
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
|
12
|
|
Total
|
|
|||||||||||||
Labor hours
|
1331
|
|
963
|
|
648
|
|
427
|
|
329
|
|
329
|
|
168
|
|
24
|
|
24
|
|
24
|
|
24
|
|
24
|
|
4,317
|
|
|||||||||||||
Labor dollars
|
$
|
110,449
|
|
$
|
82,129
|
|
$
|
55,458
|
|
$
|
34,969
|
|
$
|
25,300
|
|
$
|
25,300
|
|
$
|
12,223
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
354,540
|
|
Non-personnel dollars
|
$
|
186,700
|
|
$
|
151,700
|
|
$
|
151,700
|
|
$
|
1,000
|
|
$
|
1,000
|
|
$
|
1,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
493,100
|
|
Total
|
$
|
297,149
|
|
$
|
233,829
|
|
$
|
207,158
|
|
$
|
35,969
|
|
$
|
26,300
|
|
$
|
26,300
|
|
$
|
12,223
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
1,742
|
|
$
|
847,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Month
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
6
|
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
|
12
|
|
Total
|
|
|||||||||||||
Hours
|
38
|
|
401
|
|
-170
|
|
-144
|
|
-46
|
|
-206
|
|
-136
|
|
-24
|
|
-24
|
|
-24
|
|
-24
|
|
-24
|
|
-383
|
|
|||||||||||||
Labor dollars
|
$
|
12,346
|
|
$
|
40,161
|
|
$
|
(11,575
|
)
|
$
|
(11,204
|
)
|
$
|
(1,535
|
)
|
$
|
(14,089
|
)
|
$
|
(8,684
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(3,302
|
)
|
Non-personnel dollars
|
$
|
(186,700
|
)
|
(151700
|
|
$
|
(151,700
|
)
|
$
|
(1,000
|
)
|
$
|
(1,000
|
)
|
$
|
(1,000
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(493,100
|
)
|
|
Total
|
$
|
(174,354
|
)
|
$
|
(111,539
|
)
|
$
|
(163,285
|
)
|
$
|
(12,204
|
)
|
$
|
(2,535
|
)
|
$
|
(15,089
|
)
|
$
|
(8,684
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(1,742
|
)
|
$
|
(496,402
|
)
|
Negative means Reorg is providing more services (cash is flowing from Core to Reorg)
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Positive means Core is providing more services (cash if flowing from Reorg to Core)
|
|
|
|
|
|
|
|
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
|
1
|
|
Monthly close support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
370
|
Monthly
|
370
|
Labor hours
|
L4
|
0
|
2
|
|
Financial reporting
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Cristina Perez
|
Reorg
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Megan Meador
|
27
|
Monthly
|
27
|
Labor hours
|
L3
|
0
|
3
|
|
ARO support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
Reorg
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Megan Meador
|
30
|
Monthly
|
30
|
Labor hours
|
L4
|
0
|
4
|
|
Corporate Acctg
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Cristina Perez
|
Reorg
|
Accounting (including BP&A)
|
Dir. Corporate Accounting & Reporting
|
Megan Meador
|
20
|
Monthly
|
20
|
Labor hours
|
L4
|
0
|
5
|
|
Fresh-start Acctg
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
167
|
Monthly
|
167
|
Labor hours
|
L3
|
0
|
6
|
|
Sales/AR Acctg
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Sr. Manager
|
Randy Philips
|
Reorg
|
Accounting (including BP&A)
|
Dir. Revenue and Inventory
|
Robert Hutton
|
20
|
Monthly
|
20
|
Labor hours
|
L4
|
0
|
7
|
|
Acquisition Accounting
|
90
|
3
|
Core
|
Accounting (including BP&A)
|
SVP Technical Accounting
|
Alan Jones
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
100
|
Monthly
|
100
|
Labor hours
|
L3
|
0
|
8
|
|
Tax Basis/Attribute Refresh
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
20
|
Weekly
|
86
|
Labor hours
|
L3
|
0
|
9
|
|
Environmental - EPA CD report
|
90
|
3
|
Core
|
Environmental
|
VP-Environmental, Environmental Compliance Managers, and GMs
|
John Paul Jones
|
Reorg
|
Environmental
|
VP-Environmental
|
Shelley Surles
|
23
|
quarterly
|
8
|
Labor hours
|
L4
|
0
|
10
|
|
Environmental - KY operations
|
0
|
0
|
Core
|
Environmental
|
VP - Environmental
|
John Paul Jones
|
Reorg
|
Environmental
|
VP-Environmental
|
Russ Lambert
|
0
|
Weekly
|
0
|
Labor hours
|
L4
|
0
|
11
|
|
HR Employee Files
|
0
|
0
|
Core
|
HR
|
Manager HR
|
Sherry Bowers
|
Reorg
|
HR
|
Manager Benefits
|
Amy Perrigan
|
0
|
quarterly
|
0
|
Labor hours
|
L4
|
0
|
12
|
|
Bonus Calculation Support/OSEB/Cash Retention/LTIP
|
90
|
3
|
Core
|
HR
|
Sr. Dir-HR
|
Logan Bateman
|
Reorg
|
HR
|
Director HR
|
Judy Hill and Jeff Gillenwater
|
20
|
quarterly
|
7
|
Labor hours
|
L3
|
0
|
13
|
|
Severance & WARN Payments
|
30
|
1
|
Core
|
HR
|
Sr. Dir-HR
|
Logan Bateman
|
Reorg
|
HR
|
Director HR
|
Judy Hill and Jeff Gillenwater
|
15
|
quarterly
|
5
|
Labor hours
|
L3
|
0
|
14
|
|
HR Data Processes
|
60
|
2
|
Core
|
HR
|
Manager HR
|
Sherry Bowers
|
Reorg
|
HR
|
HR Rep
|
Whitney Cole
|
10
|
quarterly
|
3
|
Labor hours
|
L4
|
0
|
15
|
|
Compensation support
|
60
|
2
|
Core
|
HR
|
VP HR
|
Burke Vander Lind
|
Reorg
|
HR
|
VP HR
|
Judy Hill
|
10
|
quarterly
|
3
|
Labor hours
|
L2
|
0
|
16
|
|
HR/federal contractor compliance support
|
90
|
3
|
Core
|
HR
|
Sr. Dir-HR
|
Logan Bateman
|
Reorg
|
HR
|
Director HR
|
Chris Matras
|
15
|
quarterly
|
5
|
Labor hours
|
L4
|
0
|
17
|
|
Payroll support
|
60
|
2
|
Core
|
HR
|
Sr. Director Payroll and HRIS
|
Jen Gambill
|
Reorg
|
HR
|
Director Payroll
|
Melissa Stanley
|
20
|
quarterly
|
7
|
Labor hours
|
L4
|
0
|
18
|
|
General IT Support, Knowledge, and Expertise
|
210
|
7
|
Core
|
IT
|
VP IT
|
Becky Price
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
5
|
monthly
|
5
|
Labor hours
|
L2
|
0
|
19
|
|
Disaster Recovery Support Knowledge, and Expertise
|
210
|
7
|
Core
|
IT
|
Director of IT support
|
Jeff Cochrane
|
Reorg
|
IT
|
Sr. Director IT
|
Johnathan Hall
|
12
|
monthly
|
12
|
Labor hours
|
L3
|
0
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
|
1
|
|
Monthly close support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
370
|
Monthly
|
370
|
Labor hours
|
L4
|
0
|
20
|
|
Infrastructure Support
|
150
|
5
|
Core
|
IT
|
VP IT
|
Becky Price
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
160
|
Monthly
|
160
|
Labor hours
|
L4
|
0
|
21
|
|
Client Services Support
|
60
|
2
|
Core
|
IT
|
VP IT
|
Becky Price
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
50
|
Monthly
|
50
|
Labor hours
|
L4
|
0
|
22
|
|
IT Policy Updates
|
60
|
2
|
Core
|
IT
|
Manager IT risk and administration
|
Suzanne Owens
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
30
|
Monthly
|
30
|
Labor hours
|
L4
|
0
|
23
|
|
IT Audit Support
|
0
|
0
|
Core
|
IT
|
Manager IT risk and administration
|
Suzanne Owens
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
0
|
Monthly
|
0
|
Labor hours
|
L4
|
0
|
24
|
|
Delta and Oracle Support
|
210
|
7
|
Core
|
IT
|
Director of IT applications
|
Brad Bateman
|
Reorg
|
IT
|
Director of IT applications
|
John Talbert
|
15
|
Monthly
|
15
|
Labor hours
|
L3
|
0
|
25
|
|
Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements
|
180
|
6
|
Core
|
Land
|
Manager
|
Vicki Duffy
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
5
|
Weekly
|
22
|
Labor hours
|
L4
|
0
|
26
|
|
General land support - Includes support from Core Land management to Reorg Land management (including Enterprise)
|
180
|
6
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
8
|
Weekly
|
34
|
Labor hours
|
L3
|
0
|
27
|
|
Mapping support and data
|
180
|
6
|
Core
|
Land
|
Coordinator
|
Spencer Young
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
3
|
Weekly
|
13
|
Labor hours
|
L5+
|
0
|
28
|
|
Training and support for New River Energy
|
180
|
6
|
Core
|
Land
|
Manager
|
Jim Cappucci
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
3
|
Weekly
|
13
|
Labor hours
|
L4
|
0
|
29
|
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to the ReorgCo Land Department/Operations/Sourcing regarding the formation and administration of legal instruments related to land, coal reserves and other real property interests as well as the procurement of goods and services
|
60
|
2
|
Core
|
Legal
|
Attorney
|
Frank Harrington
|
Reorg
|
Legal
|
Attorney
|
Phil Monroe
|
10
|
monthly
|
10
|
Labor hours
|
L2
|
0
|
30
|
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to the Benefits Committee and the Benefits Department in designing and administering employee benefit plans (including the 3 defined benefit pension plans)
|
90
|
3
|
Core
|
Legal
|
Attorney
|
Suzan Moore
|
Reorg
|
Legal
|
Attorney
|
Phil Monroe
|
10
|
monthly
|
10
|
Labor hours
|
L2
|
0
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
|
1
|
|
Monthly close support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
370
|
Monthly
|
370
|
Labor hours
|
L4
|
0
|
31
|
|
Assist and train the ReorgCo Legal Department in performing the Corporate secretarial function
|
90
|
3
|
Core
|
Legal
|
Attorney
|
Mark Manno & Will Phillips
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
4
|
monthly
|
4
|
Labor hours
|
L2
|
0
|
32
|
|
Assist and train the ReorgCo Legal Department in providing assistance and advice to company departments with regard to internal company policies and procedures
|
0
|
0
|
Core
|
Legal
|
Attorney
|
Will Phillips & Suzan Moore
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister & Phil Monroe
|
0
|
monthly
|
0
|
Labor hours
|
L2
|
0
|
33
|
|
Assist and train the ReorgCo Legal Department to support the Corporate Secretary Functions and Activities - Board of Directors/Managers/Trustees
|
90
|
3
|
Core
|
Legal
|
Assist. To Corp. Sec.
|
Jessica Clevinger
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
10
|
monthly
|
10
|
Labor hours
|
L5+
|
0
|
34
|
|
Assist and train the CoreCo Legal Department to provide Legal-Assistant/Paralegal Support Functions and Activities, Especially File and Systems Mgmt.
|
0
|
0
|
Core
|
Legal
|
Attorney/Legal Assistant
|
Will Phillips & Lisa Cook
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
0
|
monthly
|
0
|
Labor hours
|
L5+
|
0
|
35
|
|
Assist and train the ReorgCo Legal Department in addressing intellectual property matters.
|
0
|
0
|
Core
|
Legal
|
Attorney
|
Will Phillips
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
0
|
semiannually
|
0
|
Labor hours
|
L2
|
0
|
36
|
|
Assistance for the transition of litigation matters
|
90
|
3
|
Core
|
Legal
|
Attorney
|
Frank Harrington
|
Reorg
|
Legal
|
Attorney
|
Phil Monroe
|
7
|
Monthly
|
7
|
Labor hours
|
L2
|
0
|
37
|
|
AMP Support - Oracle Related Expertise
|
180
|
6
|
Core
|
Other
|
Director Maintenane
|
Cullen Medley
|
Reorg
|
Other
|
VP - Maintenance
|
TBD
|
10
|
monthly
|
10
|
Labor hours
|
L4
|
0
|
38
|
|
Sourcing ERP Support
|
90
|
3
|
Core
|
Sourcing
|
Director- Sourcing Admin
|
Allen Peppler
|
Reorg
|
Sourcing
|
Manager-Contract Admin
|
Donald Robinson
|
2
|
daily
|
44
|
Labor hours
|
L3
|
0
|
39
|
|
Strategic Sourcing Knowledge
|
60
|
2
|
Core
|
Sourcing
|
Director-Strategic Sourcing
|
Danny Hinkle
|
Reorg
|
Sourcing
|
SVP-Strategic Sourcing
|
Macs Hall
|
2
|
daily
|
44
|
Labor hours
|
L3
|
0
|
40
|
|
WY Gross Products Return Support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Regional Controller
|
Tammy Okray
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
20
|
Monthly
|
20
|
Labor hours
|
L3
|
0
|
41
|
|
PAC closure with FEC
|
0
|
0
|
Core
|
Communications
|
Manager – Corporate Communications & PAC Admin.
|
Teresa Anderson
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
0
|
Monthly
|
0
|
Labor hours
|
L4
|
0
|
42
|
|
Finalize, wind down, and delivery of Bristol office building
|
60
|
2
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
Reorg
|
N/A
|
N/A
|
N/A
|
0
|
Monthly
|
0
|
Labor hours
|
L2
|
0
|
43
|
|
Mail forwarding services
|
360
|
12
|
Core
|
Other
|
Various
|
Various
|
Reorg
|
Other
|
Various
|
Various
|
0
|
Monthly
|
0
|
Labor hours
|
|
0
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
|
1
|
|
Monthly close support
|
60
|
2
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
370
|
Monthly
|
370
|
Labor hours
|
L4
|
0
|
44
|
|
Closure of Alpha European Sales bank account and corporate registrations in Lugano, Switzerland
|
180
|
6
|
Core
|
Sales
|
General Counsel
|
Jill Harrison
|
Reorg
|
Sales
|
Vice President
|
Drew McCallister
|
0
|
Monthly
|
0
|
Labor hours
|
|
0
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
||||||||
1
|
|
Income Tax Preparation
|
90
|
|
3
|
|
Reorg
|
Accounting (including BP&A)
|
Sr. Manager
|
Amy McKinney
|
Core
|
Accounting (including BP&A)
|
Sr. Manager
|
Anita Fore
|
80
|
|
Monthly
|
80
|
|
Labor hours
|
L3
|
—
|
|
||
2
|
|
Field AP and accounting support
|
30
|
|
1
|
|
Reorg
|
Accounting (including BP&A)
|
Manager
|
Kahla McClure
|
Core
|
Accounting (including BP&A)
|
Controller
|
Tammy Okray/Dean Swaney
|
320
|
|
Monthly
|
320
|
|
Labor hours
|
L4
|
—
|
|
||
3
|
|
Sales & Property Tax
|
90
|
|
3
|
|
Reorg
|
Accounting (including BP&A)
|
Sr. Accountant
|
Pam Foleno
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
20
|
|
Monthly
|
20
|
|
Labor hours
|
L4
|
—
|
|
||
4
|
|
Monthly close support
|
60
|
|
2
|
|
Reorg
|
Accounting (including BP&A)
|
Monthly close support
|
Roger Ketron
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
144
|
|
Monthly
|
144
|
|
Labor hours
|
L4
|
—
|
|
||
5
|
|
Freight/Inventory Acctg
|
60
|
|
2
|
|
Reorg
|
Accounting (including BP&A)
|
Dir. Revenue and Inventory
|
Robert Hutton
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
20
|
|
Monthly
|
20
|
|
Labor hours
|
L4
|
—
|
|
||
6
|
|
A/P and A/R Support
|
60
|
|
2
|
|
Reorg
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Eddie Guy
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
57
|
|
Monthly
|
57
|
|
Labor hours
|
L4
|
—
|
|
||
7
|
|
A/P Support (paying and getting reimbursed for invoices)
|
30
|
|
1
|
|
Reorg
|
Accounting (including BP&A)
|
Manager
|
Kahla McClure
|
Core
|
Accounting (including BP&A)
|
Dir. General Accounting
|
Kristy Edwards
|
24
|
|
Monthly
|
24
|
|
Labor hours
|
L4
|
—
|
|
||
8
|
|
Tax Basis/Attribute Refresh
|
60
|
|
2
|
|
Reorg
|
Accounting (including BP&A)
|
Controller
|
Roger Ketron
|
Core
|
Accounting (including BP&A)
|
Controller
|
Todd Munsey
|
20
|
|
Weekly
|
86
|
|
Labor hours
|
L3
|
—
|
|
||
9
|
|
Media Relations / PIER
|
90
|
|
3
|
|
Reorg
|
Communications
|
Director, Media Relations
|
Steve Hawkins
|
Core
|
Communications
|
VP, Communications & Government Affairs
|
Rick Axthelm
|
10
|
|
weekly
|
43
|
|
Labor hours
|
L3
|
—
|
|
||
10
|
|
Environmental - integration of Delta
|
120
|
|
4
|
|
Reorg
|
Environmental
|
VP - Environmental and ECM
|
Shelley Surles and Claire Vaught
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
2
|
|
Weekly
|
10
|
|
Labor hours
|
L4
|
—
|
|
||
11
|
|
Environmental - control file updates
|
365
|
|
12
|
|
Reorg
|
Environmental
|
VP-Environmental
|
Russ Lambert
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
2.5
|
|
Monthly
|
3
|
|
Labor hours
|
L4
|
—
|
|
||
12
|
|
Environmental - permit transfers
|
365
|
|
12
|
|
Reorg
|
Environmental
|
VP - Environmental and ECMs
|
Russ Lambert
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
5
|
|
Monthly
|
5
|
|
Labor hours
|
L4
|
—
|
|
||
13
|
|
Environmental - management system implementation
|
180
|
|
6
|
|
Reorg
|
Environmental
|
VP - Environmental
|
Shelley Surles
|
Core
|
Environmental
|
VP-Environmental
|
John Paul Jones
|
1
|
|
Weekly
|
3
|
|
Labor hours
|
L4
|
—
|
|
||
14
|
|
Health and welfare/retirement support including document requests
|
210
|
|
7
|
|
Reorg
|
HR
|
VP HR
|
Judy Hill
|
Core
|
HR
|
Director Benefits
|
Kristie Kestner
|
24
|
|
monthly
|
24
|
|
Labor hours
|
L2
|
—
|
|
||
15
|
|
Payroll/tax support
|
180
|
|
6
|
|
Reorg
|
HR
|
Director Payroll
|
Melissa Stanley
|
Core
|
HR
|
Analyst Payroll
|
Kristy Lawson
|
16
|
|
quarterly
|
5
|
|
Labor hours
|
L3
|
—
|
|
||
16
|
|
Mail forwarding services
|
360
|
|
12
|
|
Reorg
|
Other
|
Various
|
Various
|
Core
|
Other
|
Various
|
Various
|
—
|
|
weekly
|
—
|
|
Labor hours
|
|
—
|
|
||
17
|
|
Telecommunication Services (phone, data, internet, wireless, etc.) – based on a 50/50 split of estimated billing
|
90
|
|
3
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
$
|
150,000
|
|
monthly
|
$
|
150,000
|
|
Non-personnel dollars
|
|
—
|
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
||||||||
1
|
|
Income Tax Preparation
|
90
|
|
3
|
|
Reorg
|
Accounting (including BP&A)
|
Sr. Manager
|
Amy McKinney
|
Core
|
Accounting (including BP&A)
|
Sr. Manager
|
Anita Fore
|
80
|
|
Monthly
|
80
|
|
Labor hours
|
L3
|
—
|
|
||
18
|
|
Wireless
|
30
|
|
1
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
$
|
35,000
|
|
monthly
|
$
|
35,000
|
|
Non-personnel dollars
|
|
—
|
|
19
|
|
File Access
|
180
|
|
6
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
—
|
|
Monthly
|
—
|
|
Labor hours
|
L4
|
—
|
|
||
20
|
|
Email Forwarding
|
30
|
|
1
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
24
|
|
Monthly
|
24
|
|
Labor hours
|
L5+
|
—
|
|
||
21
|
|
Software Application Licensing
|
210
|
|
7
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
—
|
|
Monthly
|
—
|
|
Non-personnel dollars
|
L4
|
—
|
|
||
22
|
|
Software Support
|
210
|
|
7
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
120
|
|
Monthly
|
120
|
|
Labor hours
|
L5+
|
—
|
|
||
23
|
|
Infrastructure Support
|
180
|
|
6
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
80
|
|
Monthly
|
80
|
|
Labor hours
|
L4
|
—
|
|
||
24
|
|
Client Services Support
|
90
|
|
3
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
IT
|
VP IT
|
Becky Price
|
25
|
|
Monthly
|
25
|
|
Labor hours
|
L5+
|
—
|
|
||
25
|
|
Trax knowledge and data access - Knowledge sharing around information in Tracts, contractual data, lease agreements
|
60
|
|
2
|
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
2
|
|
Weekly
|
9
|
|
Labor hours
|
L4
|
—
|
|
||
26
|
|
General land support - Includes support from Reorg Land management to Core Land management
|
90
|
|
3
|
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
2
|
|
Weekly
|
9
|
|
Labor hours
|
L4
|
—
|
|
||
27
|
|
Mapping data - Mapping data as needed
|
180
|
|
6
|
|
Reorg
|
Land
|
Manager
|
Michael Blackburn
|
Core
|
Land
|
Coordinator
|
Spencer Young
|
1
|
|
Weekly
|
4
|
|
Labor hours
|
L4
|
—
|
|
||
28
|
|
Assist and train the NewCo Legal Department in providing assistance and advice to Operations management and the Environmental Department in achieving Environmental regulatory compliance, particularly in regard to the EPA Consent Decree
|
180
|
|
6
|
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
Core
|
Legal
|
Attorney
|
Suzan Moore
|
10
|
|
monthly
|
10
|
|
Labor hours
|
L2
|
—
|
|
||
29
|
|
Assist and train the CoreCo Legal Department to provide Other Paralegal Functions, Especially Litigation Support and Reporting
|
180
|
|
6
|
|
Reorg
|
Legal
|
Paralegal
|
Kacee Hodge
|
Core
|
Legal
|
Assist. To Corp. Sec./Legal Assistant
|
Jessica Clevinger & Lisa Cook
|
10
|
|
monthly
|
10
|
|
Labor hours
|
L5+
|
—
|
|
||
30
|
|
DrillBase Software Support
|
180
|
|
6
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
Other
|
Director Geology
|
Scott Peterson
|
10
|
|
monthly
|
10
|
|
Labor hours
|
L5+
|
—
|
|
||
31
|
|
Pi support to prep plants
|
365
|
|
12
|
|
Reorg
|
IT
|
Sr. Director IT
|
Jeff Bauserman
|
Core
|
Operations
|
Director Plants
|
Van Davis
|
10
|
|
monthly
|
10
|
|
Labor hours
|
L4
|
—
|
|
||
32
|
|
Temporally storing Surface Equipment / Assets
|
365
|
|
12
|
|
Reorg
|
Operations
|
VP - Maintenance
|
Jimbo Nagy
|
Core
|
Other
|
VP - Tech Services
|
Philip Saunders
|
20
|
|
quarterly
|
7
|
|
Labor hours
|
L5+
|
—
|
|
||
33
|
|
Assessment processing
|
180
|
|
6
|
|
ReOrg
|
Other
|
Administrative Asst
|
Donna Moore
|
Core
|
Other
|
Safety Clerk
|
Nate Clark
|
5
|
|
weekly
|
22
|
|
Labor hours
|
L5+
|
—
|
|
Service Detail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Service number
|
1) Transition service title
|
2) Service Period (in days)
|
Number of months
|
3A) Provider - Company
|
3B) Provider - Department
|
3C) Provider - Contact job title
|
3D) Provider - Contact name
|
4A) Recipient - Company
|
4B) Recipient - Department
|
4C) Recipient - Contact job title
|
4D) Recipient - Contact name
|
5A) Service level - Amount or quantity (in hours unless otherwise noted)
|
5B) Service level - Frequency (ex. weekly, monthly, quarterly)
|
Monthly level provided
|
Type
|
"L" level
|
Monthly value of service
|
||||||||
1
|
|
Income Tax Preparation
|
90
|
|
3
|
|
Reorg
|
Accounting (including BP&A)
|
Sr. Manager
|
Amy McKinney
|
Core
|
Accounting (including BP&A)
|
Sr. Manager
|
Anita Fore
|
80
|
|
Monthly
|
80
|
|
Labor hours
|
L3
|
—
|
|
||
34
|
|
Respirable Dust Rule Expertise
|
180
|
|
6
|
|
ReOrg
|
Other
|
Director
|
Vernon Johnson
|
Core
|
Other
|
VP Safety
|
Allen Dupree
|
4
|
|
weekly
|
17
|
|
Labor hours
|
L3
|
—
|
|
||
35
|
|
Office space in Chapmanville (3 offices plus conference room) and Beckley (2 offices plus conference room)
|
180
|
|
6
|
|
ReOrg
|
Other
|
VP-Tech Services
|
Joe Pugh
|
Core
|
Other
|
VP - Tech Services
|
Philip Saunders
|
$
|
1,000
|
|
monthly
|
$
|
1,000
|
|
Non-personnel dollars
|
|
—
|
|
36
|
|
Julian security monitoring support to RRLA
|
90
|
|
3
|
|
ReOrg
|
Operations
|
Sourcing Manager
|
Macs Hall
|
Core
|
Operations
|
RRLA Director
|
Gary Frampton
|
$
|
500
|
|
Monthly
|
$
|
500
|
|
Non-personnel dollars
|
|
—
|
|
37
|
|
Strategic Sourcing Knowledge
|
120
|
|
4
|
|
Reorg
|
Sourcing
|
SVP-Strategic Sourcing
|
Macs Hall
|
Core
|
Sourcing
|
Director-Strategic Sourcing
|
Danny Hinkle
|
2
|
|
daily
|
44
|
|
Labor hours
|
L3
|
—
|
|
||
38
|
|
Materials Management Knowledge (Warehousing)
|
120
|
|
4
|
|
Reorg
|
Sourcing
|
Sr. Director-Sourcing Support
|
Ed Green
|
Core
|
Sourcing
|
Director-Strategic Sourcing
|
Danny Hinkle
|
2
|
|
daily
|
44
|
|
Labor hours
|
L3
|
—
|
|
||
39
|
|
Contract Administration and Maintenance (Corporate & Regional Agreements)
|
90
|
|
3
|
|
Reorg
|
Sourcing
|
Manager-Contract Admin
|
Donald Robinson
|
Core
|
Sourcing
|
Director-Sourcing Admin
|
Allen Peppler
|
2
|
|
daily
|
44
|
|
Labor hours
|
L3
|
—
|
|
||
40
|
|
Bristol office space
|
60
|
|
2
|
|
Reorg
|
HR
|
VP HR
|
Judy Hill
|
Core
|
Land
|
SVP Land
|
Scott Kreutzer
|
—
|
|
Monthly
|
—
|
|
Non-personnel dollars
|
|
—
|
|
||
41
|
|
Julian office space
|
90
|
|
3
|
|
Reorg
|
Legal
|
Attorney
|
Drew McCallister
|
Core
|
Operations
|
VP - Tech Services
|
Philip Saunders
|
$
|
200
|
|
Monthly
|
$
|
200
|
|
Non-personnel dollars
|
|
—
|
|
42
|
|
Mail forwarding services
|
360
|
|
12
|
|
Reorg
|
Other
|
Various
|
Various
|
Core
|
Other
|
Various
|
Various
|
—
|
|
weekly
|
—
|
|
Labor hours
|
|
—
|
|
||
43
|
|
Use of Alpha European Sales bank account in Lugano, Switzerland
|
180
|
|
6
|
|
Reorg
|
Treasury
|
General Counsel
|
Drew McCallister
|
Core
|
Treasury/Coal Sales
|
General Counsel
|
Jill Harrison
|
—
|
|
Monthly
|
—
|
|
Labor hours
|
|
—
|
|
1.
|
30-Day Extension of Service Number 17
: The Parties have mutually agreed that the subject ANR Provided Service as specified as Service Number 17 in
Schedule II
to
|
2.
|
Change in Fees
: The payment provisions of the TSA, including as provided for under
Schedule III
to the TSA, shall be and hereby are adjusted accordingly,
i.e.
, to increase the amount of the Fees to be invoiced for the ANR Provided Services for the 30-day period starting October 24, 2016, to include the $30,000 in additional charges as provided for in the attached
Appendix 1
describing Service Number 17-A.
|
3.
|
Miscellaneous
:
|
a.
|
Except as specifically amended by this Amendment, the TSA shall remain in full force and effect and is hereby ratified and confirmed.
|
b.
|
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically (either by facsimile transmission or by e-mail delivery of a photocopy of the original) shall be equally as effective as delivery of an original executed counterpart of this Amendment.
|
c.
|
Following execution of this Amendment, each reference in the TSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the TSA shall mean and be a reference to the TSA as amended by this Amendment.
|
d.
|
This Amendment constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
|
e.
|
All Parties have participated, or had the opportunity to participate, in the drafting of this Amendment, and no Party shall be deemed to be the drafter hereof. The words of all parts of this Amendment and of the TSA as hereby amended shall in all cases be construed as a whole, according to their fair meaning, and not strictly for or against any of the Parties, notwithstanding any statutory or common law provisions which would suggest otherwise.
|
CONTURA ENERGY, INC.
|
|
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: EVP, General Counsel, Secretary & CPO
|
OLD ANR, LLC (formerly ALPHA NATURAL RESOURCES, INC.)
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: Vice President and Secretary
|
|
|
ANR, INC.
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: SVP, General Counsel and Secretary
|
Service flow:
|
Reorg to Core
|
Service number:
|
17-A (Schedule Supplement)
|
|
|
Transition service title:
|
Telecommunication Services (phone, data, internet, wireless, etc.) – based on split of estimated billing
|
Service period in days:
|
Additional 30 days starting October 24, 2016
|
|
|
Provider company:
|
Reorg
|
Provider department:
|
IT
|
Provider contact job title:
|
Sr. Director IT
|
Provider contact name:
|
Jeff Bauserman
|
|
|
Receiver company:
|
Core
|
Receiver department:
|
IT
|
Receiver contact job title:
|
VP IT
|
Receiver contact name:
|
Becky Price
|
|
|
Monthly level provided:
|
$30,000 for the 30-day period starting October 24, 2016
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$30,000 for the 30-day period starting October 24, 2016
|
1.
|
Extension of Service Number 21
: The Parties have mutually agreed that the subject ANR Provided Service as specified as Service Number 21 in
Schedule II
to the TSA should be revised, extended and supplemented as provided for in
Appendix 1
attached hereto, which is entitled Service Number 21-A.
|
2.
|
Change in Fees
: The payment provisions of the TSA, including as provided for under
Schedule III
to the TSA, shall be and hereby are adjusted accordingly,
i.e.
, to increase the amount of the Fees to be invoiced for the ANR Provided Services for the period starting February 22, 2017, and continuing for the duration of the Extension Period, to include Four Thousand Dollars (US $4,000) per month in additional charges as provided for in the attached
Appendix 1
describing Service Number 21-A (the charge for February 2017 is prorated to $1,000). The Parties hereby acknowledge that ANR has terminated or will terminate software maintenance and support agreements related to certain “add-on” applications associated with Oracle EBS R12 and that some or all of these add-on applications, including but not limited to GL Wand, Noetix, Kbace, and Livelink, may not be functional during the entirety of the Extension Period. Should a Contura-related issue arise requiring the add-on application vendor’s assistance, the cost of addressing the issue will be passed along without markup to Contura Energy. ANR will not enter into any such license fee, new contract or other arrangements for which Contura Energy will bear responsibility for the cost hereunder without the express written approval of Contura Energy. If ANR elects to terminate any of the aforesaid “add-on” applications or take other action that would impact the continued access to and use thereof by Contura Energy and its Subsidiaries during the Extension Period as permitted hereunder, ANR will give Contura Energy no less than thirty (30) days’ prior written notice of the same so that Contura Energy will have sufficient time and opportunity to make alternate arrangements.
|
3.
|
Access Limitations
: In utilizing this ANR Provided Service and thereby utilizing certain software and accessing, inspecting and copying certain data, information, books and records, Contura Energy and its Subsidiaries shall limit themselves to accessing, inspecting and copying such data, information, books and records they have lawful and legitimate needs to access, inspect and copy for purposes of conducting various accounting, tax, audit and similar lawful and legitimate business functions and activities not inconsistent with the terms and provisions of the Asset Purchase Agreement (
see
,
e.g.
, Sections 5.05 and 8.01(a)). If, in utilizing this ANR Provided Service, Contura Energy and its Subsidiaries willfully access, inspect or
|
4.
|
Miscellaneous
:
|
a.
|
Except as specifically amended by this Amendment, the TSA shall remain in full force and effect and is hereby ratified and confirmed.
|
b.
|
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically (either by facsimile transmission or by e-mail delivery of a photocopy of the original) shall be equally as effective as delivery of an original executed counterpart of this Amendment.
|
c.
|
Following execution of this Amendment, each reference in the TSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the TSA shall mean and be a reference to the TSA as amended by this Amendment.
|
d.
|
This Amendment constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
|
e.
|
All Parties have participated, or had the opportunity to participate, in the drafting of this Amendment, and no Party shall be deemed to be the drafter hereof. The words of all parts of this Amendment and of the TSA as hereby amended shall in all cases be construed as a whole, according to their fair meaning, and not strictly for or against any of the Parties, notwithstanding any statutory or common law provisions which would suggest otherwise.
|
CONTURA ENERGY, INC.
|
|
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: EVP, General Counsel, Secretary & CPO
|
|
OLD ANR, LLC (formerly ALPHA NATURAL RESOURCES, INC.)
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: Vice President & Secretary
|
|
|
ANR, INC.
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: SVP, General Counsel & Secretary
|
|
Service flow:
|
Reorg (ANR) to Core (Contura)
|
Service number:
|
21-A
|
Transition service title:
|
Software Application Licensing
|
Service period in days:
|
312 (Feb. 22 – December 31, 2017)
|
Provider company:
|
Reorg (ANR)
|
Provider department:
|
IT
|
Provider contact job title:
|
VP – Information Systems & Technology
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core (Contura)
|
Receiver department:
|
IT
|
Receiver contact job title:
|
SVP – Information Systems & Technology
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
0 hours
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$4,000.00
|
1.
|
Oracle EBS R12
Access for twenty concurrent users. The user IDs shall be defined as Contura01 through Contura20. Access shall be set up as follows:
|
A.
|
Nineteen (19) user IDs shall be granted the following responsibilities:
|
i.
|
ANR INV Supply Chain Inquiry
|
ii.
|
ANR AP Corporate Inquiry
|
iii.
|
ANR GL Inquiry
|
iv.
|
ANR AR Inquiry
|
v.
|
ANR FA Inquiry
|
vi.
|
ANR INV Cost Management – SLA Inquiry
|
vii.
|
ANR PA Project Inquiry
|
B.
|
One (1) user ID shall be granted the following responsibilities:
|
i.
|
ANR PAY Payroll Reconciliation View Only
|
2.
|
GL Wand
Access and associated Licenses (19 concurrent users)
|
3.
|
Noetix
Access and associated Licenses (20 concurrent users)
|
4.
|
K-Bace
Access and associated Licenses (1 concurrent user)
|
5.
|
LiveLink
Access and associated Licenses (19 concurrent users) such that the Contura users can access invoice images.
|
6.
|
Necessary
Active Directory
access, licenses, and privileges to access and use the applications listed above.
|
1.
|
Extension of Service Number 21
: The Parties have mutually agreed that the subject ANR Provided Service as specified as Service Number 21 in
Schedule II
to the TSA should be revised, extended and supplemented as provided for in
Appendix 1
attached hereto, which is entitled Service Number 21-A (Second Extension). The monthly fee shall be four thousand dollars ($4000.00) for the first 24 months of this Second Extension (i.e., January 1, 2018 through December 31, 2019). No later than September 30, 2019, for the 2020 service year, or September 30, 2020, for the 2021 service year, ANR shall notify Contura of its desire to reopen the monthly fee due to a material change in ANR’s costs to maintain Service Number 21-A. If ANR elects to exercise this right, it shall provide sufficient detail to Contura to demonstrate the increased costs are material compared to the costs projected at the time of this Fourth Amendment and such increased costs shall be split evenly between ANR and Contura; provided that, if Contura does not agree that the increased costs are material, then Contura may exercise the dispute resolution provision of the TSA or terminate Service Number 21-A as of December 31, 2019 or December 31, 2020, as the case may be, with no penalty.
|
2.
|
Adoption of Other Terms
: All other provisions of the Third Amendment, including specifically numbered paragraphs 2 and 3, shall be and hereby are incorporated by reference into this Amendment as if set forth in full herein, it being the intent and agreement of the Parties to extend the Extension Period (as defined in the Third Amendment) for the 4-year duration of the Second Extension Period (as defined above).
|
3.
|
Miscellaneous
:
|
a.
|
Except as specifically amended by this Amendment, the TSA shall remain in full force and effect and is hereby ratified and confirmed.
|
b.
|
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically (either by facsimile transmission or by e-mail delivery of a photocopy of the original) shall be equally as effective as delivery of an original executed counterpart of this Amendment.
|
c.
|
Following execution of this Amendment, each reference in the TSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the TSA shall mean and be a reference to the TSA as amended by this Amendment.
|
d.
|
This Amendment constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
|
e.
|
All Parties have participated, or had the opportunity to participate, in the drafting of this Amendment, and no Party shall be deemed to be the drafter hereof. The words of all parts of this Amendment and of the TSA as hereby amended shall in all cases be construed as a whole, according to their fair meaning, and not strictly for or against any of the Parties, notwithstanding any statutory or common law provisions which would suggest otherwise.
|
CONTURA ENERGY, INC.
|
|
|
|
By:
|
/s/ Mark M. Manno
|
|
Name: Mark M. Manno
|
|
Title: EVP, General Counsel,
Secretary & CPO
|
|
|
OLD ANR, LLC (formerly ALPHA NATURAL RESOURCES, INC.)
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: Secretary, SVP & General
Counsel
|
|
|
ANR, INC.
|
|
|
|
By:
|
/s/ Andrew B. McCallister
|
|
Name: Andrew B. McCallister
|
|
Title: Secretary & General Counsel
|
Service flow:
|
Reorg (ANR) to Core (Contura)
|
Service number:
|
21-A (Second Extension)
|
Transition service title:
|
Software Application Licensing
|
Service period in days:
|
1461 (January 1, 2018 – December 31, 2021)
|
Provider company:
|
Reord (ANR)
|
Provider department:
|
IT
|
Provider contact job title:
|
VP – Information Systems & Technology
|
Provider contact name:
|
Jeff Bauserman
|
Receiver company:
|
Core (Contura)
|
Receiver department:
|
IT
|
Receiver contact job title:
|
SVP – Information Systems & Technology
|
Receiver contact name:
|
Becky Price
|
Monthly level provided:
|
0 hours
|
Level of provider:
|
N/A
|
Monthly value of service:
|
$4,000.00 except as modified pursuant to Paragraph 1 of Amendment No. 4.
|
1.
|
Oracle EBS R12
Access for twenty concurrent users. The user IDs shall be defined as Contura01 through Contura20. Access shall be set up as follows:
|
A.
|
Nineteen (19) user IDs shall be granted the following responsibilities:
|
i.
|
ANR INV Supply Chain Inquiry
|
ii.
|
ANR AP Corporate Inquiry
|
iii.
|
ANR GL Inquiry
|
iv.
|
ANR AR Inquiry
|
v.
|
ANR FA Inquiry
|
vi.
|
ANR INV Cost Management – SLA Inquiry
|
vii.
|
ANR PA Project Inquiry
|
B.
|
One (1) user ID shall be granted the following responsibilities:
|
i.
|
ANR PAY Payroll Reconciliation View Only
|
2.
|
GL Wand
Access and associated Licenses (19 concurrent users)
|
3.
|
Noetix
Access and associated Licenses (20 concurrent users)
|
4.
|
K-Bace
Access and associated Licenses (1 concurrent user)
|
5.
|
LiveLink
Access and associated Licenses (19 concurrent users) such that the Contura users can access invoice images.
|
6.
|
Necessary
Active Directory
access, licenses, and privileges to access and use the applications listed above.
|
EMPLOYER
CONTURA ENERGY, INC.
|
|
By:
|
/s/ John DeGroote
|
Name: John DeGroote
|
|
Title: President and Secretary
|
EMPLOYEE
|
/s/ Kevin S. Crutchfield
|
Kevin S. Crutchfield
|
|
|
Witness:
|
|
Kevin S. Crutchfield
|
|
|
|
CONTURA ENERGY, INC.
|
|
|
||
By:
|
|
|
Witness:
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
Vesting Schedule
|
|
Option Type
|
Date of Grant
|
Expiration Date
|
Number of Shares
|
Exercise Price Per Share
|
Date
|
Shares
|
Non-qualified Stock Options
|
March [●], 2017
|
(1)
|
[●]
|
$[●]
|
March [●], 2018
March [●], 2019
March [●], 2020
|
[33.3%]
[33.3%]
[33.4%]
|
CONTURA ENERGY, INC.
|
|
EMPLOYEE:
|
||
By:
|
|
|
|
|
|
Name:
Title:
|
|
|
|
1.
|
VESTING AND EXERCISE OF OPTIONS
. The Employee may exercise one or more of the Options granted in the Option Agreement, to the extent then vested according to the vesting schedule set forth above, by giving written notice on a form provided by the Company specifying the number of Options being exercised and the exercise date and by tendering payment for the Shares being purchased under the Options. The Options shall expire on the expiration date set forth above (the “
Expiration Date
”), unless terminated earlier as provided below.
|
2.
|
EXERCISE PRICE
. The Exercise Price per Share of the Options shall be as set forth above.
|
3.
|
ACCELERATED VESTING
. The Options shall become fully vested and exercisable upon a Change in Control, which shall include an IPO, subject to the Employee’s continuous employment with the Company through such date.
|
4.
|
PAYMENT FOR SHARES
. Payment for the Shares issuable upon exercise of an Option shall be made in full in cash or by certified check. The Employee may exercise the Option through a cashless exercise procedure pursuant to Section 6.01(d) of the Plan. Any payment for Shares must include such additional amounts as may be required by the Company to satisfy Federal, state and local withholding tax requirements, subject to Section 8.02 of the Plan.
|
5.
|
EXERCISE
. As soon as reasonably practicable following the exercise of an Option and the receipt by the Company of payment for the Shares and applicable withholding taxes, a certificate (or such other form as determined by the Company) representing the Shares purchased, registered in the name of the Employee, shall be delivered to the Employee;
provided
that in lieu thereof, the Company shall have the right, but not the obligation, to pay to the Employee a cash amount per Share exercised equal to the fair market value of a share of Common Stock on the date of such exercise (as determined by the Committee) less the Exercise Price.
|
6.
|
TERMINATION OF EMPLOYMENT
. Upon termination of the Employee’s employment with the Company, the Employee shall be entitled to exercise the Options, only to the extent vested and exercisable on the date of the Employee’s termination (or to the extent such Options become vested pursuant to the terms of Employee’s employment agreement or in the
|
7.
|
SECURITIES REPRESENTATIONS
. Upon the exercise of the Option prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act or other applicable securities laws, the Employee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Employee:
|
(a)
|
The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.
|
(b)
|
The Employee has been advised that the Shares to be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of such Shares is to be effected (it being understood, however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act or another exemption thereunder), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in the form and substance reasonably satisfactory to the Company and its counsel) that registration is not required. In connection with the foregoing, the Company is relying in part on the Employee’s representations set forth in this Section 7. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares to be issued hereunder.
|
(c)
|
The Employee is aware of the adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
|
(d)
|
The Employee has been furnished with, and has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and
|
(e)
|
The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Employee’s investment in such Shares.
|
8.
|
NONTRANSFERABILITY
. Options granted under the Plan may not be transferred, assigned pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent and distribution.
|
9.
|
MISCELLANEOUS
.
|
(a)
|
Definitions
. Terms used in this Agreement which are defined in the Plan shall have the respective meanings set forth in the Plan.
|
(b)
|
Tag Along Rights.
For the avoidance of doubt, the Employee shall have the same tag along rights with respect to Shares acquired pursuant to exercise of the Option on the same terms and conditions as are then applicable to other Company stockholders pursuant to any stockholders agreement or any similar agreement, if any, as may be in effect from time to time;
provided
that the Employee will not be required to agree to be subject to restrictive covenants that are more burdensome than those included in the Employee’s Employment Agreement, if applicable. If the other Company stockholders do not include the Employee in any transaction in which such rights would apply, the Company shall, subject to applicable law, offer to purchase such Shares for cash at the purchase price paid in such transaction.
|
(c)
|
No Right To Employment
. This Agreement shall not confer upon the Employee any right to continue in the employ of the Company or any subsidiary or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or any subsidiary to modify the terms of or terminate the Employee’s employment at any time.
|
(d)
|
Notice
. Any notice or other communication required or permitted to be given under this Agreement must be given by personal delivery or by registered or certified mail, return receipt requested and addressed, if to the Committee or the Company, at the principal office of the Company and, if to the Employee, at the Employee’s last known address as set forth in the books and records of the Company.
|
(e)
|
Plan to Govern
. This Agreement and the rights of the Employee hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.
|
(f)
|
Amendment
. Subject to restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement. No suspension, modification or
|
(g)
|
Severability
. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
|
(h)
|
Entire Agreement
. This Agreement and the Plan contain all of the understandings between the Company and the Employee concerning the Options granted hereunder and supersede all prior agreements and understandings, except any applicable provisions in Employee’s employment agreement or in the Company’s Key Employee Separation Plan if applicable to Employee.
|
(i)
|
Counterparts
. This Agreement may be executed in counterparts, each of which when signed by the Company and the Employee will be an original and all of which together will be the same Agreement.
|
(j)
|
Governing Law
. To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.
|
|
|
|
|
|
|
|
Award Type
|
|
Date of Grant
|
|
Number of Shares
|
|
Vesting Schedule
|
Restricted Shares
|
|
March [●], 2017
|
|
[●]
|
|
March [●], 2018: 33.3%
March [●], 2019: 33.3%
March [●], 2020: 33.4%
|
CONTURA ENERGY, INC.
|
|
EMPLOYEE:
|
||
By:
|
|
|
|
|
|
Name:
Title:
|
|
|
|
1.
|
GRANT OF RESTRICTED SHARES
. The Company hereby grants to the Employee, as of the Date of Grant set forth above, the number of Restricted Shares specified above.
|
2.
|
VESTING
. The Restricted Shares shall vest and become non-forfeitable on the vesting schedule set forth above, subject to the Employee’s continuous employment with the Company through the applicable date, and all unvested Restricted Shares shall be immediately forfeited to the Company upon the Employee’s termination of employment with the Company for any reason, in each case except as otherwise provided in Employee’s employment agreement or in the Company’s Key Employee Separation Plan if applicable to Employee.
|
3.
|
ACCELERATED VESTING
. The Restricted Shares shall fully vest upon a Change in Control, which shall include an IPO, subject to the Employee’s continuous employment with the Company through such date.
|
4.
|
STOCKHOLDER RIGHTS
. Subject to the terms of the Plan and any applicable Stockholders Agreement, the Employee shall have voting and, unless otherwise determined by the Committee at any time, dividend rights with respect to the Restricted Shares.
|
5.
|
ISSUANCE OF CERTIFICATES
. The Restricted Shares may be evidenced in such manner as the Committee shall determine. The Company may, in its sole discretion, (a) retain physical possession of any stock certificate evidencing shares of Restricted Shares until the restrictions thereon shall have lapsed and/or (b) require that the stock certificates evidencing shares of Restricted Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed and that the holder deliver a stock power, endorsed in blank, relating to such Restricted Shares. The following legend may be included on such Shares:
|
6.
|
SECURITIES REPRESENTATIONS
. The Employee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Employee:
|
(a)
|
The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.
|
(b)
|
The Employee has been advised that the Shares to be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of such Shares is to be effected (it being understood, however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act or another exemption thereunder), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in form and substance reasonably satisfactory to the Company and its counsel) that registration is not required. In connection with the foregoing, the Company is relying in part on the Employee’s representations set forth in this Section 6. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares to be issued hereunder.
|
(c)
|
The Employee is aware of the adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
|
(d)
|
The Employee has been furnished with, and has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of such Shares.
|
(e)
|
The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Employee’s investment in such Shares.
|
7.
|
NON-TRANSFERABILITY
. Restricted Shares granted under the Plan may not be transferred, assigned pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent and distribution, unless and until the Restricted Shares become vested in accordance with this Agreement, other than to the Company as a result of forfeiture of the Restricted Shares as provided herein.
|
8.
|
MISCELLANEOUS
.
|
(a)
|
Definitions
. Terms used in this Agreement which are defined in the Plan shall have the respective meanings set forth in the Plan.
|
(b)
|
Tag Along Rights.
For the avoidance of doubt, the Employee shall have the same tag along rights with respect to Shares acquired hereunder on the same terms and conditions as are then applicable to other Company stockholders pursuant to any stockholders agreement or any similar agreement, if any, as may be in effect from time to time;
provided
that the Employee will not be required to agree to be subject to restrictive covenants that are more burdensome than those included in the Employee’s Employment Agreement, if applicable. If the other Company stockholders do not include the Employee in any transaction in which such rights would apply, the Company shall, subject to applicable law, offer to purchase such Shares for cash at the purchase price paid in such transaction.
|
(c)
|
No Right To Employment
. This Agreement shall not confer upon the Employee any right to continue in the employ of the Company or any subsidiary or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or any subsidiary to modify the terms of or terminate the Employee’s employment at any time.
|
(d)
|
Notice
. Any notice or other communication required or permitted to be given under this Agreement must be given by personal delivery or by registered or certified mail, return receipt requested and addressed, if to the Committee or the Company, at the principal office of the Company and, if to the Employee, at the Employee’s last known address as set forth in the books and records of the Company.
|
(e)
|
Plan to Govern
. This Agreement and the rights of the Employee hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.
|
(f)
|
Amendment
. Subject to restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement. No suspension, modification or amendment of this Agreement may, without the consent of the Employee, adversely affect the rights of the Employee with respect to the Restricted Shares granted pursuant to this Agreement.
|
(g)
|
Severability
. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
|
(h)
|
Entire Agreement
. This Agreement and the Plan contain all of the understandings between the Company and the Employee concerning the Restricted Shares granted hereunder and supersede all prior agreements and understandings, except any applicable provisions in Employee’s employment agreement or in the Company’s Key Employee Separation Plan if applicable to Employee.
|
(i)
|
Counterparts
. This Agreement may be executed in counterparts, each of which when signed by the Company and the Employee will be an original and all of which together will be the same Agreement.
|
(j)
|
Governing Law
. To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.
|
[Full Name]:
|
||||||||||||
[Employee Number]:
|
||||||||||||
|
||||||||||||
|
|
|
|
|
|
Vesting Schedule
|
|
|
|
|
||
Share Type
|
|
Date of Grant
|
|
Number of Shares
|
|
Date
|
|
Shares
|
|
|
|
|
Common stock of the Company
|
|
July 26, 2016
|
|
[RSS]
|
|
100% vested
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Vesting Schedule
|
||
Option Type
|
|
Date of Grant
|
|
Expiration Date
|
|
Number of Shares
|
|
Option Price
|
|
Date
|
|
Shares
|
Incentive Stock Options – Fixed Price (the “Fixed Price Option”)
|
|
July 26, 2016
|
|
(1)
|
|
[Option1]
|
|
$2.50
|
|
100% vested
|
||
|
|
|
|
|
|
|
|
|
|
Vesting Schedule
|
||
Option Type
|
|
Date of Grant
|
|
Expiration Date
|
|
Number of Shares
|
|
Option Price
|
|
Date
|
|
Shares
|
Incentive Stock Options – VWAP Price (the “VWAP Price Option”)
|
|
July 26, 2016
|
|
(1)
|
|
[Option2]
|
|
(2)
|
|
100% vested
|
CONTURA ENERGY, INC.
|
|
EMPLOYEE
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
1.
|
TRANSFER OF SHARES
. Subject to the Participant satisfying the Participant’s withholding obligations pursuant to Section 10.8 of the Plan, the Company hereby transfers
[Total]
fully vested Shares to the Participant.
|
2.
|
EXERCISE OF OPTIONS
. The Employee may exercise one or more of the Options granted in the Stock Option Agreement to the extent exercisable, by giving written notice on a form provided by the Committee specifying the number of Options being exercised and the exercise date and by tendering payment for the Shares being purchased under the Options. The Options shall expire on the expiration date set forth above (the “Expiration Date”).
|
3.
|
EXERCISE PRICE
. The exercise price of the Fixed Price Option shall be $2.50. The exercise price of the VWAP Price Option shall be the Fair Market Value of a Share on the date hereof ($2.50 per Share) and shall be adjusted in accordance with Section 409A to be the trailing volume-weighted average price for the period beginning on July 27, 2016 and ending thirty days thereafter, but in any case not less than $2.50 and not more than $5.00.
|
4.
|
PAYMENT FOR SHARES
. Payment for the Shares issuable upon exercise of an Option shall be made in full in cash or by certified check. The Employee may exercise the Option through a cashless exercise procedure, pursuant to Section 8.02 of the Plan. Any payment for Shares must include such additional amounts as may be required by the Company to satisfy Federal, state and local withholding tax requirements.
|
5.
|
ISSUANCE OF CERTIFICATES
. As soon as reasonably practicable following the exercise of an Option and the receipt by the Company of payment for the Shares and applicable withholding taxes, a certificate representing the Shares purchased, registered in the name of the Employee shall be delivered to the Employee. The following legend may be included on such Shares:
|
6.
|
TERMINATION OF EMPLOYMENT
. Upon termination of the Employee’s employment with the Company, the Employee shall be entitled to exercise the Options, to the extent exercisable on the date of the Employee’s termination, at any time within the three (3) month period immediately following the date of the Employee’s termination of employment,
provided that
, upon termination of the Employee’s employment without Cause or for Good Reason, each as defined in such Employee’s Employment Agreement, if applicable, or due
|
7.
|
SECURITIES REPRESENTATIONS
. Upon the exercise of the Option prior to the registration of the Shares to be issued hereunder pursuant to the Securities Act or other applicable securities laws, the Employee shall be deemed to acknowledge and make the following representations and warranties and as otherwise may be reasonably requested by the Company for compliance with applicable laws, and any issuances of Shares by the Company hereunder shall be made in reliance upon the express representations and warranties of the Employee:
|
(a)
|
The Employee is acquiring and will hold the Shares to be issued hereunder for investment for the Employee’s account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or other applicable securities laws.
|
(b)
|
The Employee has been advised that the Shares to be issued hereunder have not been registered under the Securities Act or other applicable securities laws, on the ground that no distribution or public offering of such Shares is to be effected (it being understood, however, that such Shares are being issued and sold in reliance on the exemption provided under Rule 701 under the Securities Act), and that such Shares must be held indefinitely, unless they are subsequently registered under the applicable securities laws or the Employee obtains an opinion of counsel (in the form and substance reasonably satisfactory to the Company and its counsel) that registration is not required. In connection with the foregoing, the Company is relying in part on the Employee’s representations set forth in this Section 7. The Employee further acknowledges and understands that the Company is under no obligation hereunder to register the Shares to be issued hereunder.
|
(c)
|
The Employee is aware of the adoption of Rule 144 by the United States Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. The Employee acknowledges that the Employee is familiar with the conditions for resale set forth in Rule 144, and acknowledges and understands that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.
|
(d)
|
The Employee has been furnished with, and has had access to, such information as the Employee considers necessary or appropriate for deciding whether to invest in the Shares to be issued hereunder, and the Employee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of such Shares.
|
(e)
|
The Employee is aware that an investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. The Employee is able, without impairing the Employee’s financial condition, to hold the Shares to be issued hereunder for an indefinite period and to suffer a complete loss of the Employee’s investment in such Shares.
|
8.
|
EFFECT OF CHANGE IN CONTROL
. Upon a Change in Control, as defined in the Plan, the Options shall continue to become exercisable pursuant to the terms set forth herein.
|
9.
|
NONTRANSFERABILITY
. Options granted under the Plan may not be transferred, assigned pledged or hypothecated (whether by operation of law or otherwise), except as provided by will or the applicable laws of descent and distribution, and Options shall be subject, in whole or in part, to execution, attachment or similar process.
|
10.
|
MISCELLANEOUS
.
|
(a)
|
Definitions
. Terms used in this Agreement which are defined in the Plan shall have the respective meanings set forth in the Plan.
|
(b)
|
Tag Along Rights.
For the avoidance of doubt, the Employee shall have the same tag along rights with respect to (i) Shares acquired pursuant to exercise of the Option and (ii) vested Shares granted on July 26, 2016 pursuant to the Plan, on the same terms and conditions as are then applicable to other Company stockholders pursuant to any stockholders agreement or any similar agreement, if any, as may be in effect from time to time;
provided
that the Employee will not be required to agree to be subject to restrictive covenants that are more burdensome than those included in the Employee’s Employment Agreement, if applicable. If the other Company stockholders do not include the Employee in any transaction in which such rights would apply, the Company shall, subject to applicable law, offer to purchase such Shares for cash at the purchase price paid in such transaction.
|
(c)
|
No Right To Employment
. This Agreement shall not confer upon the Employee any right to continue in the employ of the Company or any subsidiary or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or any subsidiary to modify the terms of or terminate the Employee’s employment at any time.
|
(d)
|
Notice
. Any notice or other communication required or permitted to be given under this Agreement must be given by personal delivery or by registered or certified mail, return receipt requested and addressed, if to the Committee or the Company, at the principal office of the Company and, if to the Employee, at the Employee’s last known address as set forth in the books and records of the Company.
|
(e)
|
Plan to Govern
. This Agreement and the rights of the Employee hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.
|
(f)
|
Amendment
. Subject to restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement. No suspension, modification or amendment of this Agreement may, without the consent of the Employee, adversely affect the rights of the Employee with respect to the Options granted pursuant to this Agreement.
|
(g)
|
Severability
. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
|
(h)
|
Entire Agreement
. This Agreement and the Plan contain all of the understandings between the Company and the Employee concerning the Options granted hereunder and supersede all prior agreements and understandings.
|
(i)
|
Counterparts
. This Agreement may be executed in counterparts, each of which when signed by the Company and the Employee will be an original and all of which together will be the same Agreement.
|
(j)
|
Governing Law
. To the extent not preempted by Federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.
|
|
CONTURA ENERGY, INC.
|
|
|
|
|
|
By:
|
/s/ Kevin S. Crutchfield
|
|
|
Name: Kevin S. Crutchfield
|
|
|
Title: Chief Executive Officer
|
1.
|
Purpose of the Plan
|
2.
|
Definitions
|
3.
|
Administration of the Plan
|
4.
|
Participation in the Plan
|
5.
|
Incentive Compensation Awards
|
6.
|
Payment of Individual Incentive Awards
|
7.
|
Clawback/ Recoupment
|
8.
|
Amendment or Termination of the Plan
|
9.
|
Rights Not Transferable
|
10.
|
Funding/Payment
|
11.
|
Withholdings
|
12.
|
No Employment or Service Rights
|
13.
|
Other Compensation Plans
|
14.
|
Governing Law
|
15.
|
Effective Date
|
*
|
the specific reason(s) for the denial;
|
*
|
specific reference to the specific Plan provisions on which the denial is based;
|
*
|
a description of any additional material or information which must be submitted to perfect the claim, and an explanation of why such material or information is necessary; and
|
*
|
an explanation of the Plan's review procedure.
|
|
|
Witness:
|
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
[COMPANY]
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
Witness:
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
1.
|
General
. The cash compensation and restricted stock unit awards described in this Policy will be paid or be made, as applicable, automatically and without further action of the Board, to each Eligible Director. For the avoidance of doubt, any member of the Board who is not an Eligible Director will not be entitled to cash, equity or any other compensation in connection with service on the Board.
|
2.
|
Annual Cash Compensation
.
|
a.
|
Cash Retainer
. Each Eligible Director serving as a member of the Board will receive an annual cash retainer of $75,000 for service on the Board (the “
Cash Retainer
”) for the period beginning on May 1
st
of a given year and ending on April 30
th
of the following year (each such period, a “
Compensation Year
”). An Eligible Director may elect, in accordance with procedures established by the Compensation Committee of the Board (the “
Compensation Committee
”), to receive one hundred percent (100%) of the Cash Retainer as a restricted stock unit award pursuant to the Plan with a Fair Market Value on the grant date equal to the Cash Retainer (the “
Elective RSUs
”).
|
b.
|
Meeting Fees
. Each Eligible Director will receive a cash fee of $2,000 for each Board meeting attended (the “
Board Meeting Fees
”) beginning with the fifth meeting attended by such Eligible Director during any Compensation Year, commencing with the Compensation Year which began on May 1, 2017 (the “
2017 Compensation Year
”). Each Eligible Director will also receive a cash fee of $500 for each meeting of a committee of the Board attended (such fees, together with the Board Meeting Fees, the “
Meeting Fees
”) beginning with the fifth committee meeting attended by such Eligible Director during any Compensation Year, commencing with the 2017 Compensation Year.
|
c.
|
Committee Chair Retainers
. Eligible Directors are entitled to receive additional annual cash compensation as set forth in this Section 2(c) for service as the chairperson of the Board, as a chairperson of a committee of the Board or as a non-chair committee member (collectively, the “
Committee Retainers
”).
|
(i)
|
Chair Compensation
. Each Eligible Director is entitled to additional annual cash compensation for service as a chairperson of the Board or of a committee of the Board for service during a Compensation Year, as set forth in the following table:
|
Position
|
Annual Chair Compensation
|
Non-Employee Chairman of the Board
|
$75,000
|
Audit Committee Chair
|
$30,000
|
Lead Independent Director if Employee is Chairman of the Board
|
$20,000
|
Compensation Committee Chair
|
$20,000
|
Safety, Health & Environmental Committee Chair
|
$15,000
|
Nominating & Corporate Governance Committee Chair
|
$12,000
|
(ii)
|
Committee Member Compensation
. Each Eligible Director who serves as a member of a committee of the Board in a non-chair capacity is entitled to additional annual cash compensation of $5,000 for each committee on which such director serves during a Compensation Year.
|
3.
|
Payment Schedule for the Cash Retainer and Meeting Fees; Proration of Cash Retainer
.
|
a.
|
Payment Schedule
. The Cash Retainer for each Eligible Director will be paid by the Company in equal quarterly installments in arrears during the calendar month immediately following the Compensation Year quarter to which such amount relates. Meeting Fees for each Eligible Director will be paid by the Company quarterly in arrears during the calendar month immediately following the Compensation Year quarter in which such Meeting Fees were earned.
|
b.
|
Proration of Cash Retainer
. With respect to any Compensation Year quarter in which an Eligible Director’s service as a member of the Board is terminated, such Eligible Director will be entitled to receive a prorated portion of the Cash Retainer for such partial quarter of service, payable at the time when other Eligible Directors are entitled to receive their Cash Retainer for such quarter of service. In the event a new Eligible Director is elected or appointed to the Board following the beginning of a Compensation Year, such Eligible Director will be entitled to receive a Cash Retainer for such Compensation Year, which will be prorated based on the date of appointment or election and payable in accordance with the schedule set forth in Section 3(a).
|
c.
|
New Annual Meeting Date
. Notwithstanding Sections 3(a) and 3(b), if the Company establishes a new annual meeting date (the “
Annual Meeting Date
”) which does not coincide with the beginning of a Compensation Year, the Compensation Year that is in effect as of such Annual Meeting Date shall be terminated, and each Eligible Director at the time of such Annual Meeting Date will be entitled to receive a prorated portion of the Cash Retainer for any partial quarter of service, payable during the calendar month immediately following such Annual Meeting Date. Effective as of the first Annual Meeting Date, the Compensation Year for purposes of the Policy shall be amended so that it commences on the Annual Meeting Date.
|
4.
|
Payment Schedule for Committee Retainers
.
|
a.
|
Payment Schedule
. Each Eligible Director who is entitled to a Committee Retainer for service as the chairperson of the Board or on a Board committee during a Compensation Year will be paid such Committee Retainer in full during the first calendar month of such Compensation Year. If an Eligible Director is appointed to a new position or committee at a time other than at the beginning of a Compensation Year, any Committee Retainer such Eligible Director is eligible to receive for the applicable Compensation Year as a result of such appointment will be paid in the calendar month immediately following the calendar month in which such appointment occurred.
|
b.
|
New Annual Meeting Date
. If the Company establishes an Annual Meeting Date which does not coincide with the beginning of a Compensation Year, each Eligible Director at the time of such Annual Meeting Date will be paid any applicable Committee Retainer during the first calendar month of the Compensation Year that commences on such Annual Meeting Date, notwithstanding the fact that such Eligible Director may have received a Committee Retainer within the twelve (12) month period immediately preceding such Annual Meeting Date.
|
5.
|
Equity Compensation
.
|
a.
|
RSU Grants
. Each Eligible Director serving as a member of the Board at the beginning of a Compensation Year will receive an annual grant of restricted stock units pursuant to the Plan with a Fair Market Value on the date of grant equal to $100,000 (the “
Annual RSUs
” and, together with any Elective RSUs held by the Eligible Director, the “
RSUs
”), beginning with the Compensation Year commencing on May 1, 2018. The Annual RSUs will be granted to each Eligible Director as of the first day of the applicable Compensation Year. The RSUs will vest in full on the first to occur of (i) the day before the one-year anniversary of the date of grant (or, in the case of a new Eligible Director who is elected or appointed to the Board following the beginning of a Compensation Year, such other date as provided in the applicable Award Agreement), (ii) the Eligible Director's “separation from service” (as defined in Section 409A) due to the
|
b.
|
New Annual Meeting Date
. If the Company establishes an Annual Meeting Date which does not coincide with the beginning of a Compensation Year, each Eligible Director at the time of such Annual Meeting Date will receive a grant of Annual RSUs on the first date of the Compensation Year beginning on such Annual Meeting Date, which grant will be prorated to reflect that portion of the prior Compensation Year that would have overlapped with the Compensation Year that commences on such Annual Meeting Date.
|
Name of Subsidiary
|
|
Jurisdiction of
Incorporation
|
Contura CAPP Land, LLC
|
|
Delaware
|
Contura Coal Resources, LLC
|
|
Delaware
|
Contura Coal Sales, LLC
|
|
Delaware
|
Contura Coal West, LLC
|
|
Delaware
|
Contura Energy Services, LLC
|
|
Delaware
|
Contura Energy, LLC
|
|
Delaware
|
Contura European Marketing, LLC
|
|
Delaware
|
Contura Freeport, LLC
|
|
Delaware
|
Contura Mining Holding, LLC
|
|
Delaware
|
Contura Pennsylvania Land, LLC
|
|
Delaware
|
Contura Pennsylvania Terminal, LLC
|
|
Delaware
|
Contura Terminal, LLC
|
|
Delaware
|
Contura Wyoming Land, LLC
|
|
Delaware
|
Cumberland Contura, LLC
|
|
Delaware
|
Dickenson-Russell Contura, LLC
|
|
Delaware
|
Emerald Contura, LLC
|
|
Delaware
|
Nicholas Contura, LLC
|
|
Delaware
|
Paramont Contura, LLC
|
|
Delaware
|
Power Mountain Contura, LLC
|
|
Delaware
|
|
/s/ KPMG LLP
|
|
|
|
|
Richmond, Virginia
August 20, 2018 |
|
|
|
/s/ KPMG LLP
|
|
|
|
|
Richmond, Virginia
August 20, 2018 |
|
|
Marshall Miller & Associates, Inc.
|
|
|
|
By:
|
/s/ K. Scott Keim
|
Name:
|
K. Scott Keim
|
Title:
|
CEO & Partner
|
|
|
Dated:
|
August 20, 2018
|
|
/s/ Michael A Kramer
|
Name:
|
Michael A. Kramer
|
Title:
|
Chief Executive Officer
|
August 15, 2018
|
Very truly yours,
|
|
/s/ MOELIS & COMPANY LLC
|
|
MOELIS & COMPANY LLC
|
Very truly yours,
|
|
/s/ BRG VALUATION SERVICES, LLC
|
|
BRG VALUATION SERVICES, LLC
|
|
Date: August 20, 2018
|
|
|
|
|
|
|
By:
|
/s/ John E. Lushefski
|
|
|
John E. Lushefski
|
Date: August 20, 2018
|
|
|
|
|
|
|
By:
|
/s/ Daniel J. Geiger
|
|
|
Daniel J. Geiger
|
Date: August 18, 2018
|
|
|
|
|
|
|
By:
|
/s/ David J. Stetson
|
|
|
David J. Stetson
|
Date: August 19, 2018
|
|
|
|
|
|
|
By:
|
/s/ Harvey L. Tepner
|
|
|
Harvey L. Tepner
|