Englewood, CO, January 30, 2014 ― Westmoreland Coal Company (NasdaqGM: WLB) announced today certain clarifications with respect to its previously announced solicitation of consents from holders of its outstanding 10.75% Senior Secured Notes due 2018 (the “Notes”) to approve proposed amendments to the indenture relating to the Notes (the “Indenture”) and to the related security and intercreditor agreements.
As previously disclosed, Westmoreland will make a cash payment (the “Consent Payment”) of $1.25 per $1,000 in principal amount of Notes as to which a duly executed consent is delivered by a holder, and not revoked, on or prior to the expiration date for the consent solicitation, namely 5:00 p.m., New York City time, on February 3, 2014 (as the same may be extended by Westmoreland, the “Expiration Date”). Westmoreland’s obligation to make any Consent Payment is contingent upon completion of the Sherritt Acquisition, receipt of the requisite consents (the “Requisite Consents”) to approve the proposed amendments and other conditions described in the consent solicitation statement dated January 24, 2013 (the “Consent Solicitation Statement”) relating to the consent solicitation. Westmoreland expects to make the Consent Payment as promptly as practicable after satisfaction of the conditions to the Consent Payment, including, without limitation, the completion of the Sherritt Acquisition (which is expected to be completed by the end of the first quarter of 2014). Accordingly, it is not expected that the Consent Payment will be made three business days after the Expiration Date, as the conditions to payment are not expected to be satisfied at such time, but will be made thereafter within three days of such conditions being satisfied.
In the event that the Requisite Consents are received and not revoked as of the Expiration Date, Westmoreland expects that the supplemental indenture relating to the proposed amendments will be executed and delivered by the parties thereto on the Expiration Date or as soon as practicable thereafter. Notes deposited with the information and tabulation agent in connection with the delivery of consents will be returned to the holders entitled thereto as promptly as practicable following the execution and delivery of the supplemental indenture. The proposed amendments becoming operative will be conditioned on the completion of the Sherritt Acquisition and the making of the Consent Payment.
For a complete statement of the other terms and conditions of the consent solicitation and the proposed amendments, holders of the Notes should refer to the Consent Solicitation Statement and the related consent form.
BMO Capital Markets Corp. and Deutsche Bank Securities Inc. are serving as the Solicitation Agents in connection with the consent solicitation. Questions concerning the terms of the consent solicitation should be directed to the Solicitation Agents by calling BMO Capital Markets Corp. at (800) 221-9443 (toll-free) or (212) 702-1191 (direct) or Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free) or (212) 250-7527 (collect).
Global Bondholder Services Corporation is serving as the Information and Tabulation Agent in connection with the consent solicitation. Requests for assistance in completing and delivering a consent form or requests for additional copies of the consent solicitation statement and the related consent form should be directed to the Information and Tabulation Agent, by calling
(866) 924-2200 (toll-free) or (212) 430-3774 (collect).
The consent solicitation is not being made to holders in any jurisdiction in which the making of the consent solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Westmoreland may in its discretion take such action as it may deem necessary to make the consent solicitation in any such jurisdiction and extend the consent solicitation to holders in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the consent solicitation to be made by a licensed broker or dealer, the consent solicitation will be deemed to be made on behalf of Westmoreland by the Solicitation Agents, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Westmoreland’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations. Factors that could cause actual results to differ materially from expectations include, but are not limited to the risk factors in Westmoreland’s reports filed with the Securities and Exchange Commission.
About Westmoreland Coal Company
Westmoreland Coal Company is the oldest independent coal company in the United States. The Company’s coal operations include sub-bituminous coal mining in the Powder River Basin in Montana and Wyoming, and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. For more information, visit www.westmoreland.com.
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Contact: Kevin Paprzycki (855) 922-6463