Contura Energy, Inc. (Form: 8-K, Received: 01/22/2021 08:17:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 18, 2021

CONTURA ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


001-38735			81-3015061
(Commission File Number)			(IRS Employer Identification No.)


340 Martin Luther King Jr. Blvd. Bristol, Tennessee 37620
(Address of Principal Executive Offices, zip code)

(423) 573-0300

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CTRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


TABLE OF CONTENTS

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
Item 7.01. Regulation FD Disclosure.
Item 9.01. Financial Statements and Exhibits.
Signatures
Exhibit Index

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.

On January 18, 2021 our board of directors approved, and on January 21, 2021 we filed with the Secretary of State of the State of Delaware, a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation solely for the purpose of changing our corporate name from Contura Energy, Inc. to Alpha Metallurgical Resources, Inc., effective February 1, 2021. A copy of the Certificate of Amendment of Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

In connection with our name change, our board of directors amended our bylaws to reflect the corporate name Alpha Metallurgical Resources, Inc., also effective on February 1, 2021. No other changes were made to our bylaws. A copy of the amendment to our Third Amended and Restated Bylaws is attached as Exhibit 3.2 hereto and incorporated herein by reference.

Following the effectiveness of our name change, we expect the ticker symbol of our common stock on the New York Stock Exchange to change from “CTRA” to “AMR”.

Item 7.01. Regulation FD Disclosure.

On January 22, 2021, the Company issued a press release announcing its name change. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit 3.1			Certificate of Amendment of Second Amended and Restated Certificate of Incorporation.
Exhibit 3.2			Amendment of Third Amended and Restated Bylaws.
Exhibit 99.1			Press Release issued by Contura Energy, Inc. on January 22, 2021.
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Contura Energy, Inc.

Date: January 22, 2021	By:	/s/ C. Andrew Eidson
		Name: C. Andrew Eidson
		Title: President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.			Description
3.1			Certificate of Amendment of Second Amended and Restated Certificate of Incorporation.
3.2			Amendment of Third Amended and Restated Bylaws.
99.1			Press Release issued by Contura Energy, Inc. on January 22, 2021.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT TO

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CONTURA ENERGY, INC.

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Contura Energy, Inc., resolutions were duly adopted setting forth a proposed amendment to the Second Amended and Restated Certificate of Incorporation of said corporation to change the name of said corporation and declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

NOW, THEREFORE, BE IT RESOLVED, that Article FIRST of the Second Amended and Restated Certificate of Incorporation of the Corporation be, and the same hereby is amended and restated, in its entirety, to read as follows:

“The present name of the corporation is Alpha Metallurgical Resources, Inc. (the “Corporation”). The Corporation was incorporated on June 10, 2016, under the name Contura Energy, Inc., pursuant to Delaware Law.”

SECOND: That pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, no vote of the stockholders of said corporation is required to adopt said name change.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That said amendment shall be effective as of February 1, 2021, at 12:01 AM EST.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18th day of January, 2021.


			CONTURA ENERGY, INC.

			By:			/s/ C. Andrew Eidson
						Name: C. Andrew Eidson
						Title: President

Exhibit 3.2

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED

BYLAWS OF

CONTURA ENERGY, INC.

WHEREAS, the Board of Directors (“Board”) of Contura Energy, Inc., a Delaware corporation (the “Corporation”) resolved to change the name of the Corporation from “Contura Energy, Inc.” to “Alpha Metallurgical Resources, Inc.,” to be effective February 1, 2021 (“Effective Date”), by Unanimous Written Consent of the Board of Directors (“Consent”) dated January 18, 2021;

WHEREAS, Board further resolved in said Consent that the Company’s Third Amended and Restated Bylaws (“Bylaws”) be simultaneously amended to effect said name change as of the Effective Date; and

WHEREAS, the Board is authorized to amend the Bylaws under Section 6.07 of the Bylaws; and

NOW, THEREFORE, in consideration of the foregoing, it is hereby agreed by the Board that the Bylaws shall be amended as follows:

Amendment to Article 1. A new Section 1.04 is hereby added to Article 1 of the Bylaws as follows:

“Section 1.04. Name of the Corporation. The name of the Corporation shall be Alpha Metallurgical Resources, Inc., effective as of February 1, 2021.”

Except as specifically provided above in this Amendment, the Bylaws shall in all other respects remain unchanged.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contura Energy Announces Upcoming Name Change to Alpha Metallurgical Resources, Inc.

Rebranding Reflects Company’s Strategic Focus on Met Coal

BRISTOL, Tenn., January 22, 2021 - Contura Energy, Inc. (NYSE: CTRA), a leading U.S. supplier of metallurgical products for the steel industry, today announced that it will change its name, effective February 1, 2021, to Alpha Metallurgical Resources, Inc.

The company expects its common stock, currently traded on the New York Stock Exchange under the CTRA ticker symbol, to begin trading under its new ticker symbol, AMR, on February 4, 2021.

The rebranding effort more accurately reflects the company’s strategic focus on the production of metallurgical coal as a critical feedstock for steel production. Contura’s recent divestiture of the Cumberland Mine in Pennsylvania largely marked the company’s exit from the thermal coal business.

The new name, Alpha Metallurgical Resources, is both an acknowledgment of the company’s rich history and a commitment to a fresh, bold vision for the future.

“Over a year ago, we outlined our vision to make Contura a premier metallurgical coal producer,” said David Stetson, Contura’s chairman and chief executive officer. “Thanks to the transformative work of our team over the last several months, that vision has become a reality. Bringing back the Alpha name is not only meaningful to us and our history, but it also serves as an outward display to external stakeholders of the sharpened focus we have on metallurgical coal. We are excited to announce this important milestone and we look forward to fully unveiling the Alpha Metallurgical Resources brand when it becomes effective on February 1.”

ABOUT CONTURA ENERGY

Contura Energy (NYSE: CTRA) is a Tennessee-based metallurgical coal supplier with affiliate mining operations across Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Contura Energy reliably supplies metallurgical coal to produce steel. For more information, visit www.conturaenergy.com.

FORWARD-LOOKING STATEMENTS

This news release includes forward-looking statements. These forward-looking statements are based on Contura's expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Contura’s control. Forward-looking statements in this news release or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Contura to predict these events or how they may affect Contura. Except as required by law, Contura has no duty to, and does not intend to, update or revise the forward-looking statements in this news release or elsewhere after the date this release is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this news release may not occur.

INVESTOR CONTACT

investorrelations@conturaenergy.com

Alex Rotonen, CFA

423.956.6882

MEDIA CONTACT

corporatecommunications@conturaenergy.com

Emily O’Quinn

423.573.0369

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