Contura Commences Tender Offer
Company Seeks to Repurchase up to $31.8 Million of Its Common Stock
BRISTOL, Tenn., September 26, 2017 – Contura Energy, Inc., a leading U.S. coal supplier, today announced that it has commenced a modified “Dutch Auction” tender offer to repurchase up to $31.8 million of its common stock.
“The decision to proceed with a tender offer at this time reflects both Contura’s strong balance sheet and the Board’s confidence in the business and commitment to optimally deploy capital,” said Chairman Neale Trangucci.
Contura stockholders may tender all or a portion of their shares (1) at a price specified by the tendering stockholder of not less than $58.00 per share and not more than $64.00 per share or (2) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the tender offer. When the tender offer expires, Contura will determine the lowest price within the range of prices specified above that allows it to purchase up to an aggregate of $31.8 million of its common stock.
Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest. The stockholders’ shares must have been tendered at prices equal to or less than the purchase price determined after the tender offer window closes, subject to conditions of the offer. These conditions include provisions related to proration, “odd lot” priority and conditional tenders in the case that the total cost to purchase all of the shares tendered at or below the purchase price is more than $31.8 million.
Contura will fund the tender offer with existing cash on its balance sheet.
The full provisions of the tender offer are described in the “Offer to Purchase” and the “Letter of Transmittal,” which can be obtained as described below. Contura also reserves the right to purchase up to an additional two percent of its shares outstanding without extending the tender offer. All shares purchased by Contura will be purchased at the same price. All shares tendered at prices higher than the purchase price will be promptly returned to stockholders at Contura’s expense.
The tender offer will not be conditioned on any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions specified in the Offer to Purchase. The tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, at the end of the day on October 24, 2017, unless extended or terminated by Contura.
Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. Stockholders wishing to tender their shares but who are unable to deliver them physically or by “book-entry transfer” prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the procedures set forth in the Offer to Purchase for tendering by notice of guaranteed delivery. D.F. King & Co., Inc. is serving as information agent for the tender offer. 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.
In addition, Contura announced today that on September 15, 2017 it repurchased 309,310 shares of its common stock issued pursuant to awards under its Management Incentive Plan for a total purchase amount of $17.4 million, or $56.40 per share. The participants in the Management Incentive Plan will not participate in the tender offer.
Contura’s board of directors has authorized the tender offer. However, none of Contura, its board of directors, the dealer managers, the information agent, the depositary or any of their affiliates makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. No person is authorized to make any such recommendation. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered. In doing so, stockholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and the Letter of Transmittal (as they may be amended or supplemented), including the purposes and effects of the offer. Stockholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.
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. 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.
ADDITIONAL INFORMATION FOR INVESTORS
This communication is for informational purposes only, is not a recommendation to buy or sell Contura common stock, and does not constitute an offer to buy or the solicitation to sell shares of Contura common stock. The tender offer will be made only pursuant to the Offer to Purchase, Letter of Transmittal and related materials. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Stockholders will be able to obtain a free copy of the Offer to Purchase (including the information incorporated by reference), Letter of Transmittal and other related documents for free by contacting Contura at 340 Martin Luther King Jr. Blvd., Bristol, Tennessee, 37620, Attn: Investor Relations, or D.F. King & Co., Inc., the information agent for the tender offer, at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550 (banks and brokers) or (800) 309-2984 (toll free) or Jefferies at (877) 547-6340.
ABOUT CONTURA ENERGY
Contura Energy is a private, Tennessee-based, diversified coal supplier with affiliate mining operations across multiple major coal basins in Pennsylvania, Virginia, West Virginia and Wyoming. 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.