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EX-99.1 - EX-99.1 - Walter Energy, Inc.a11-4433_1ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  January 21, 2011 (January 20, 2011)

 


 

Walter Energy, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-13711

 

13-3429953

(State or other jurisdiction of
incorporation

 

Commission File No.

 

(I.R.S. Employer Identification No.)

or organization)

 

 

 

 

 

4211 W. Boy Scout Boulevard

Tampa, Florida 33607

(813) 871-4811

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

 

N/A

(Former Name or Former Address, if Changed from Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01               Other Events.

 

On January 20, 2011, Walter Energy, Inc. (the “Company”) issued a press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 related to the Company’s pending acquisition of Western Coal Corp. expired on Jan. 12, 2011 and that the Canadian Competition Bureau issued a “no action” letter to the Company on January 14, 2011 indicating that it does not intend to oppose the pending acquisition. The Company also announced it completed the acquisition of approximately 25.3 million common shares of Western Coal Corp., representing 9.15 percent of the outstanding common shares of Western Coal Corp., from funds advised by Audley Capital for approximately $293.7 million (C$290.7 million) in cash. As previously announced and pursuant to the terms of its share purchase agreement, the Company will purchase approximately 29.2 million additional common shares of Western Coal Corp. from funds advised by Audley Capital upon the earlier of the completion of the acquisition of Western Coal Corp. by the Company or April 30, 2011. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information provided pursuant to this Item 8.01, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

 

Forward-Looking Statements

 

This report contains, in addition to statements of historical fact, certain forward-looking statements. These forward-looking statements relate to, among other things, the combined company and involve risks and uncertainties.  Actual results could differ from those currently anticipated due to a number of factors. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. There can be no assurance as to the timing of the closing of the transactions discussed above, or whether they will close at all. Investors and security holders may obtain free copies of documents filed by the Company with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at www.sec.gov.  In addition, investors and security holders may obtain free copies of the documents filed with the Securities and Exchange Commission by the Company at www.walterenergy.com. The Company does not assume any responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)

 

Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated January 20, 2011

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

WALTER ENERGY, INC.

 

 

 

Date: January 21, 2011

By:

/s/ Catherine C. Bona

 

 

Catherine C. Bona, Vice President

 

 

interim General Counsel and Secretary

 

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