Arch Coal, Inc. Announces Extension of Early Tender Deadline in Private Debt Exchange Offer
ST. LOUIS, July 22, 2015 – Arch Coal, Inc. ("Arch") (NYSE:ACI) today announced the extension of the Early Tender Time for its pending private offer to exchange (the "Exchange Offer") new 6.25% Trust Certificates due 2021 (the "Trust Certificates"), 8.00% Senior Secured Notes due 2022 (the "New 2022 Secured Notes") and 12.00% Senior Secured Second Lien Notes due 2023 (the "New 2023 Secured Notes") for its outstanding 7.000% Senior Notes due 2019 ("Old 7.000% 2019 Notes"), 9.875% Senior Notes due 2019 ("Old 9.875% 2019 Notes") and 7.250% Senior Notes due 2021 ("Old 7.250% 2021 Notes" and, together with the Old 7.000% 2019 Notes and the Old 9.875% 2019 Notes, the "Old Notes").
The Early Tender Time for the Exchange Offer, previously set at 5:00 p.m., New York City time, on July 21, 2015 has been extended and is now set to expire at 12:00 midnight, New York City time, on August 4, 2015. The Exchange Offer is set to expire at 12:00 midnight, New York City time, on August 4, 2015. The Withdrawal Deadline for the Exchange Offer has passed and tendered Old Notes may no longer be withdrawn.
As of 5:00 p.m. New York City time on July 21, 2015, approximately $487 million aggregate principal amount of Old 7.000% 2019 Notes, $169 million aggregate principal amount of Old 9.875% 2019 Notes and $398 million aggregate principal amount of Old 7.250% 2021 Notes have been validly tendered pursuant to the Exchange Offer.
The terms of the Exchange Offer are set forth in the Confidential Offering Memorandum and the accompanying Letter of Transmittal related to the Exchange Offer. The offering documents for the Exchange Offer will be distributed only to holders of Old Notes that complete and return a letter of eligibility confirming that they are Eligible Holders (as defined below). Copies of the eligibility letter are available to holders through the information agent for the Exchange Offer, Ipreo LLC, at (888) 593-9546 (U.S. toll-free) or (212) 849-3880.
The Exchange Offer is being made, and the Trust Certificates, the New 2022 Secured Notes and the New 2023 Secured Notes are being offered and issued, solely to holders of Old Notes who are both "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and "qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), in a private placement in reliance upon an exemption from the registration requirements of the Securities Act. The holders of Old Notes that are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as "Eligible Holders." The Trust Certificates, the New 2022 Secured Notes and the New 2023 Secured Notes have not and will not be registered under the Securities Act and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. Additionally, Arch Pass Through Trust (issuer of the Trust Certificates) has not been and will not be registered as an investment company under the Investment Company Act, in reliance on the exemption set forth in Section 3(c)(7) thereof. This news release does not constitute an offer to purchase or a solicitation of an offer to sell any securities.
Holders of the Old Notes that are not Eligible Holders will not be able to receive the Confidential Offering Memorandum and the Letter of Transmittal or to participate in the Exchange Offer. The Exchange Offer is made only by, and pursuant to the terms of, the Confidential Offering Memorandum and the Letter of Transmittal, and the information in this news release is qualified by reference thereto.
U.S.-based Arch Coal, Inc. is one of the world’s top coal producers for the global steel and power generation industries, serving customers on five continents. Its network of mining complexes is the most diversified in the United States, spanning every major coal basin in the nation. Arch controls more than 5 billion tons of high-quality metallurgical and thermal coal reserves, with access to major railroads, inland waterways and a growing number of seaborne trade channels.
Forward-Looking Statements: This press release contains "forward-looking statements" – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," or "will." Forward-looking statements by their nature address matters that are, to varying degrees, uncertain. For us, particular uncertainties arise from changes in the demand for our coal by the domestic electric generation industry; from legislation and regulations relating to the Clean Air Act and other environmental initiatives; from operational, geological, permit, labor and weather-related factors; from fluctuations in the amount of cash we generate from operations; from future integration of acquired businesses; and from many other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. For a description of some of the risks and uncertainties that may affect our future results, you should see the risk factors described from time to time in the reports we file with the Securities and Exchange Commission.