Contura Energy, Inc. entered into a definitive merger agreement to acquire Alpha Natural Resources Holdings, Inc. and Alpha Natural Resources Inc.
April 29, 2018
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Contura Energy, Inc. (OTCPK:CNTE) entered into a definitive merger agreement to acquire Alpha Natural Resources Holdings, Inc. and Alpha Natural Resources Inc. on April 29, 2018. Under the terms of the agreement, Alpha shareholders will receive 0.4071 Contura common shares for each ANR, Inc. Class C-1 share and each Alpha Natural Resources Holdings, Inc. common share they own. Post the completion of the transaction, Contura will hold 53.5% stake and Alpha will hold 46.5% stake in the merged entity. In case of termination, each party agreed to pay a termination fee of $19 million to the other. On September 27, 2018, the transaction merger agreement was amended. Under the terms of the amended and restated agreement, Alpha stockholders will receive 0.4417 Contura common shares for each ANR, Inc. Class C-1 share and each share of common stock of Alpha Natural Resources Holdings, Inc. they own, representing approximately 48.5% ownership in the merged entity. Prior to the closing of the transaction, Alpha stockholders will also receive a special cash dividend in an amount equal to $2.725 for each Class C-1 share and each share of common stock of Alpha Natural Resources Holdings, Inc. they own. The combined entity will retain the Contura Energy name and will be led by Contura's existing management team, with Kevin Crutchfield continuing as Chief Executive Officer. David Stetson, Chairman and Chief Executive Officer of Alpha Natural Resources Inc. will resign from his role. Immediately after closing, the Contura board will be composed of the five existing Contura directors as well as the following four individuals who currently serve on Alpha's board: David Stetson, Daniel Geiger, John Lushefski, and Harvey Tepner.
The transaction is subject to certain conditions including regulatory approval, shareholder approval by Alpha Natural Resources, approval of offer by Contura Energy, Inc, certain third party approval, compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the registration statement on Form S-4 and satisfaction of other customary conditions. As of April 30, 2018, the transaction has been unanimously approved by the Board of Directors of all the parties. As of July 2, 2018, the transaction has received the approval of Federal Trade Commission. As of September 10, 2018, a special meeting of shareholders of Alpha will be held on October 11, 2018. The transaction is expected to close in the third quarter of 2018. As of August 21, 2018, the transaction is expected to close prior to year-end 2018, likely in early- to mid-fourth quarter. As of September 27, 2018, the transaction, the amended terms of which have been unanimously approved by the boards of directors of all parties is expected to close in the fourth quarter of 2018. As of November 7, 2018, the shareholders of Alpha Natural Resources Holdings and Alpha Natural Resources approved the transaction. The payment date for the special cash dividend is November 8, 2018 and the transaction is expected to close on November 9, 2018.
Ducera Partners LLC and Jefferies LLC acted as a financial advisors and William L. Taylor, Lee Hochbaum, Albert Zhu, Daisy Wu, David H. Schnabel, Elina Khodorkovsky, Jeffrey P. Crandall, Christie Michelle Falco and Byron B. Rooney of Davis Polk & Wardwell LLP acted as a legal advisor to Contura in the transaction. Computershare Trust Company, NA acted as transfer agent to Contura and Aplha Natural Resources. Moelis & Company LLC and BRG Valuation Services, LLC acted as financial advisors to Alpha Natural Resources Holdings, Inc. and Alpha Natural Resources Inc. Mark D. Wood, Jonathan D. Weiner, Martin Q. Ruhaak of Katten Muchin Rosenman LLP acted as legal advisors to Alpha Natural Resources Holdings, Inc. and Alpha Natural Resources Inc. in the transaction. Spencer Klein of Morrison & Foerster advised Ducera Partners LLC, who acted as a financial advisor to Contura in the transaction. Ducera also provided Contura financial opinion in connection with the transaction and will be paid a fee of 1 million for providing opinion and 12.5 million in total as the advisory fee. Moelis will receive a fee for its services of approximately $22.3 million. D.F. King & Co., Inc acted as proxy solicitor to Alpha for a fee of $0.05 million.
Alpha Metallurgical Resources, Inc. is a mining company with operations across Virginia and West Virginia. The Company supplies metallurgical products to the steel industry. Its portfolio of mining operations consists of about 15 underground mines, seven surface mines and nine coal preparation plants. It extracts, processes and markets met and thermal coal from deep and surface mines for sale to steel and coke producers, industrial customers, and electric utilities. It conducts mining operations only in the United States with mines in Central Appalachia. The Company operates in one segment: Met, which consists of five active mines and two preparation plants in Virginia, 17 active mines and six preparation plants in West Virginia, as well as expenses associated with certain idled/closed mines. The Met segment operations consist of met coal mines, including Deep Mine 41, Road Fork 52, Black Eagle, and Lynn Branch. It ships met coal to domestic and international steel and coke producers.