Contura Announces Preliminary Results of Tender Offer
BRISTOL, Tenn., December 18, 2017 – Contura Energy, Inc., a leading U.S. coal supplier, today announced the preliminary results of its previously announced modified “Dutch Auction” tender offer to repurchase up to $31.8 million of its common stock, which expired at 12:00 midnight, New York City time, at the end of the day on December 15, 2017.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, approximately 498,777 shares of common stock were properly tendered and not withdrawn at or below a price of $60.00 per share. Additionally, approximately 76,332 shares of common stock were tendered through notice of guaranteed delivery at or below a price of $60.00 per share.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, Contura expects to accept for payment an aggregate of approximately 530,000 shares of its common stock at a purchase price of $60.00 per share, for an aggregate purchase price of approximately $31.8 million, excluding fees and expenses related to the tender offer. As such, Contura has determined that the preliminary proration factor for the tender offer is approximately 92.2%. These shares represent approximately 5.1% of the shares that were outstanding as of December 15, 2017.
The tender offer was made pursuant to Contura’s Offer to Purchase dated September 26, 2017, as amended by the press releases dated October 25, 2017 and November 6, 2017, and the related Letter of Transmittal, in which Contura offered to purchase up to $31.8 million of its common stock at a purchase price not less than $58.00 and not more than $64.00 per share.
The number of shares expected to be purchased in the tender offer and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased in the tender offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. Payment for shares will be made in cash, without interest.
Contura may purchase additional shares in the future on the open market subject to market conditions and/or in private transactions, tender offers or otherwise. Whether Contura makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, restrictions contained in its debt agreements and other factors Contura considers relevant.
D.F. King & Co., Inc. is serving as information agent for the tender offer and can be reached at (800) 309-2984 or email@example.com. Jefferies LLC and Stifel, Nicolaus & Company, Incorporated are acting as dealer managers. Computershare Trust Company, N.A. is acting as the depositary for the tender offer.
Any questions regarding the tender offer may be directed to the information agent toll-free at (800) 309-2984.
This news release includes forward-looking statements, including statements relating to the preliminary results of the tender offer and Contura’s intention to repurchase shares. 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. You should also review the risk factors and other information contained in, or incorporated by reference in, the Offer to Purchase. 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.
ABOUT CONTURA ENERGY
Contura Energy is a private, Tennessee-based coal supplier with affiliate mining operations across major coal basins in Pennsylvania, Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Contura Energy reliably supplies both metallurgical coal to produce steel and thermal coal to generate power. For more information, visit www.conturaenergy.com.