Alpha Natural Resourcesfiles plan of reorganization


Press Release

BRISTOL, Va. —Alpha Natural Resources, Inc. (ANRZQ) announced that it has filed a proposed Chapter 11 Plan of Reorganization (“the Plan”) and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the recently-filed motion seeking approval of a marketing process for Alpha’s core operating assets, these filings provide for the sale of Alpha’s assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company’s remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha’s bankruptcy proceedings by June 30, 2016.

On February 8, 2016, Alpha filed a motion with the Bankruptcy Court requesting approval of procedures to govern a marketing and sale process for Alpha’s core assets. These procedures are designed to implement a fair and competitive process that will allow all interested parties to bid for Alpha’s assets and enable the company to realize the greatest possible value for the benefit of its stakeholders. The process includes a “stalking horse” credit bid of existing secured debt submitted by the company’s first lien lenders. As a stalking horse bid, it is subject to higher or better offers, but provides Alpha with a backstop bid for its core assets in the amount of $500 million (plus the lenders’ assumption of certain liabilities). Unless a higher offer is received prior to the bid deadline, Alpha plans to sell its core businesses and related assets to the company’s first lien lenders pursuant to the terms of the stalking horse bid. This and all asset sales are subject to Bankruptcy Court approval.

The stalking horse bid identifies the core assets to be auctioned by Alpha. Specifically, the stalking horse bid contemplates the purchase of:

• the company’s Alpha Coal West mine complexes in Wyoming;

• the company’s McClure, Nicholas and Toms Creek mine complexes in West Virginia and Virginia;

• all of the company’s coal operations and reserves located in Pennsylvania, including the debtors’ Cumberland and Emerald mine complexes, their Freeport, Sewickley, and Foundation coal reserves, and all related assets;

• the company’s interest in a natural gas business in the Marcellus Shale owned by Alpha entity Pennsylvania Land Resources Holding Company, LLC;

• the company’s interest in Dominion Terminal Associates, a coal export terminal in Newport News, Virginia; and

• certain other assets, including working capital.

In addition, the stalking horse bid addresses matters pertaining to environmental and other liabilities, prospective workforce, equipment, supplies, licenses, permits, intellectual property and conditions for closing. The first lien lenders are led by Citicorp North America, Inc., as administrative and collateral agent under Alpha’s first lien prepetition credit agreement.

Through the Plan of Reorganization, all remaining unsold assets will become part of reorganized Alpha, a smaller, sustainable company, structured to focus primarily on fulfilling all of the company’s environmental reclamation obligations on an ongoing basis. To ensure that the company is able to fulfill these obligations, the Plan provides that reorganized Alpha will be sufficiently funded to meet all of its operating and reclamation activities, including through contributions from Alpha’s first lien lenders. It is expected that certain of Alpha’s remaining mines will continue operating, adjusting to market conditions and allowing for a phased approach to this work. Alpha is working toward resolutions with governmental entities regarding the scope and necessary funding of the company’s reclamation obligations.

“Since we began the bankruptcy process last August, we have taken numerous steps to enhance efficiency throughout our business and make tough but necessary decisions regarding the future of our operations,” said Alpha’s Chairman and CEO Kevin Crutchfield. “By leveraging core assets for sustainable productivity, while addressing the stewardship obligations of our remaining properties, these filings represent an important step in our effort to effectively restructure the company and emerge from Chapter 11 better positioned to meet new market realities. While markets continue to be challenged in the near term, we firmly believe that coal’s role as a vital fuel source for electricity generation and steel production is secure for the foreseeable future, both here and around the world. We appreciate the support of our lenders to help advance our restructuring process.”

A hearing to consider approval of the proposed bidding and sale procedures is scheduled before the Bankruptcy Court on March 10, 2016. Following subsequent approval of the Disclosure Statement, certain related procedures for voting on the Plan, and other pending matters, the company will seek creditor acceptance of the Plan, which is also subject to Bankruptcy Court approval.

Alpha and certain of its wholly-owned subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code on August 3, 2015. More information about Alpha’s bankruptcy process and legal filings made with the Court to date can be found at www.kccllc.net/alpharestructuring.

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