Attached files
file | filename |
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EX-16.2 - EX-16.2 - Armstrong Energy, Inc. | c64870a1exv16w2.htm |
As
filed with the Securities and Exchange Commission on
November 2, 2011.
Registration
Statement No. 333-177259
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
ARMSTRONG ENERGY,
INC.
(Exact name of registrant as
specified in its charter)
Delaware | 1221 | 20-8015664 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
||
7733 Forsyth Boulevard,
Suite 1625
St. Louis, Missouri
63105
(314) 721-8202
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Martin D. Wilson
Armstrong Energy, Inc.
7733 Forsyth Boulevard,
Suite 1625
St. Louis, Missouri
63105
(314) 721-8202
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
With copies to:
David W. Braswell, Esq. | D. Rhett Brandon, Esq. | |
Armstrong Teasdale LLP | Simpson Thacher & Bartlett LLP | |
7700 Forsyth Boulevard, Suite 1800 | 425 Lexington Avenue | |
St. Louis, Missouri 63105 | New York, New York 10017 | |
(314) 552-6631 | (212) 455-2000 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this
Registration Statement is declared effective.
If any securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(c) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
(Do not check if a smaller
reporting company)
Calculation
of Registration Fee
Proposed |
Proposed |
|||||||||||||||||||
Maximum |
Maximum |
|||||||||||||||||||
Amount to be |
Offering Price |
Aggregate |
Amount of |
|||||||||||||||||
Title of Securities to be Registered | Registered(1) | Per Share | Offering Price(1) | Registration Fee | ||||||||||||||||
Common Stock, par value $0.01 per share
|
$ | 69,000,000.00 | $ | 7,907.40 | ||||||||||||||||
(1) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY
NOTE
This Amendment No. 1 to the Registration Statement on
Form S-1
(File
No. 333-177259)
of Armstrong Energy, Inc. is being filed solely for the purpose
of filing Exhibit 16.2. Other than the filing of
Exhibit 16.2 and corresponding changes to the Exhibit Index
and signature pages, the remainder of the Registration Statement
is unchanged.
PART II:
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
The following table sets forth the costs and expenses, other
than underwriting discounts and commissions, payable solely by
Armstrong Energy, Inc. (the Company) and expected to
be incurred in connection with the offer and sale of the
securities being registered. All amounts are estimates, except
the SEC registration fee and the FINRA filing fee.
Amount to be Paid | ||||
SEC registration fee
|
$ | 7,907.40 | ||
FINRA filing fee
|
$ | 7,400.00 | ||
Blue sky fees and expenses*
|
||||
Nasdaq listing fee*
|
||||
Printing and engraving expenses*
|
||||
Legal fees and expenses*
|
||||
Accounting fees and expenses*
|
||||
Transfer agent fees*
|
||||
Miscellaneous*
|
||||
Total*
|
* | To be completed by amendment. |
Item 14. | Indemnification of Directors and Officers |
Section 145 of the DGCL permits a Delaware corporation to
indemnify its officers, directors and other corporate agents to
the extent and under the circumstances set forth therein.
Our amended and restated certificate of incorporation and bylaws
provide that, to the fullest extent permitted by the DGCL,
directors shall not be personally liable to the Company or its
stockholders for monetary damages for breach of duty as a
director. Pursuant to Section 102(b)(7) of the DGCL, our
amended and restated certificate of incorporation eliminates the
personal liability of a director to us or our shareholders for
monetary damages for a breach of fiduciary duty as a director,
except for liabilities:
| for any breach of the directors duty of loyalty to us or our shareholders; | |
| for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; | |
| under Section 174 of the DGCL; and | |
| for any transaction from which the director derived an improper personal benefit. |
Pursuant to our amended and restated certificate of
incorporation, each person who was or is made a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a proceeding), by reason
of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the
Company, or serves, in any capacity, any corporation,
partnership or other entity in which the Company has a
partnership or other interest, including service with respect to
employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and
held harmless by the Company to the fullest extent authorized by
the DGCL, against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and
administrators. The Company may provide indemnification to
employees or agents of the
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Company with the same scope and effect as the foregoing
indemnification of directors and officers. These indemnification
provisions may be sufficiently broad to permit indemnification
of the registrants executive officers and directors for
liabilities, including reimbursement of expenses incurred,
arising under the Securities Act.
The above discussion of Section 145 of the DGCL and of our
amended and restated certificate of incorporation and bylaws is
not intended to be exhaustive and is respectively qualified in
its entirety by Section 145 of the DGCL, our amended and
restated certificate of incorporation and our bylaws.
As permitted by Section 145 of the DGCL, we intend to carry
primary and excess insurance policies insuring our directors and
officers against certain liabilities they may incur in their
capacity as directors and officers. Under the policies, the
insurer, on our behalf, may also pay amounts for which we
granted indemnification to our directors and officers.
Item 15. | Recent Sales of Unregistered Securities |
In the three years preceding the filing of this registration
statement, Armstrong Energy, Inc.s predecessor, Armstrong
Land Company, LLC (Armstrong Land), issued the
following securities that were not registered under the
Securities Act:
1. On October 1, 2008, Armstrong Land issued
925,000 shares of common stock to Yorktown Energy
Partners VIII, L.P. in consideration of $10,000,000. These
shares were issued in a transaction exempt from the registration
requirements of the Securities Act under Section 4(2) of
the Securities Act.
2. On February 10, 2009, Armstrong Land issued
1,850,000 shares of common stock to Yorktown Energy
Partners VIII, L.P. in consideration of $20,000,000. These
shares were issued in a transaction exempt from the registration
requirements of the Securities Act under Section 4(2) of
the Securities Act.
3. On May 6, 2009, Armstrong Land issued
(i) 1,850,000 shares of common stock
200,000 units of membership interest to Yorktown Energy
Partners VIII, L.P., (ii) 23,125 shares of common
stock to James H. Brandi and (iii) 4,625 shares
of common stock to LucyB Trust in consideration of $20,300,000
in the aggregate, $125,000 of which was evidenced by a
non-recourse promissory note executed by Mr. Brandi and
secured by a pledge of the shares purchased by Mr. Brandi.
These units were issued in a transaction exempt from the
registration requirements of the Securities Act under
Section 4(2) of the Securities Act.
4. On September 15, 2009, Armstrong Land issued
1,387,500 shares of common stock to Yorktown Energy
Partners VIII, L.P. in consideration of $15,000,000. These
shares were issued in a transaction exempt from the registration
requirements of the Securities Act under Section 4(2) of
the Securities Act.
5. On January 1, 2010, Armstrong Land issued
18,500 shares of restricted stock to one of its employees.
These shares were issued in a transaction exempt from the
registration requirements of the Securities Act under
Rule 701, promulgated under the Securities Act.
6. On August, 16, 2010, Armstrong Land issued
16,650 shares of restricted stock to one of its employees.
These shares were issued in a transaction exempt from the
registration requirements of the Securities Act under
Rule 701, promulgated under the Securities Act.
7. On June 1, 2010 Armstrong Land issued
83,250 shares of restricted stock to certain of its
employees. These shares were issued in a transaction exempt from
the registration requirements of the Securities Act under
Rule 701, promulgated under the Securities Act.
8. On August 9, 2011, Armstrong Land issued
(i) 37,024 shares of common stock to John Stites and
(ii) 78,394 shares of common stock to Hutchinson
Brothers, LLC. $452,000 of the consideration was paid by
non-recourse promissory notes secured by a pledge of the shares
purchased, and the balance was evidenced by the contribution to
Armstrong Land of minority interests in subsidiaries of
Armstrong Land. These shares were issued in a transaction exempt
from the registration requirements of the Securities Act under
Section 4(2) of the Securities Act.
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9. On September 21, 2011 Armstrong Land issued 9,250
shares of common stock to one of its employees. These shares
were issued in a transaction exempt from the registration
requirements of the Securities Act under Rule 701,
promulgated under the Securities Act.
Item 16. | Exhibits and Financial Statement Schedules |
(a) Exhibits.
See the Exhibit Index on the page immediately preceding the
exhibits for a list of exhibits filed as part of this
registration statement on
Form S-1,
which Exhibit Index is incorporated herein by reference.
(b) Financial Statement Schedules.
None.
Item 17. | Undertakings |
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the Securities
Act), may be permitted to directors, officers and
controlling persons pursuant to the provisions described in
Item 14 above, or otherwise, it is the opinion of the
Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by us of expenses incurred or paid by a director, officer or
controlling person of us in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
We hereby undertake that:
(i) for purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective; and
(ii) for purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Armstrong Energy, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of
St. Louis, State of Missouri, on November 2, 2011.
ARMSTRONG ENERGY, INC.
By: |
/s/ Martin
D. Wilson
|
Martin D. Wilson
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated on November 2, 2011.
Signature
|
Title
|
|||
* J. Hord Armstrong, III |
Chairman and Chief Executive Officer (Principal Executive Officer) |
|||
/s/ Martin
D. Wilson Martin D. Wilson |
President and Director | |||
* J. Richard Gist |
Senior Vice President, Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
* Anson M. Beard, Jr. |
Director | |||
* James C. Crain |
Director | |||
* Richard F. Ford |
Director | |||
* Bryan H. Lawrence |
Director | |||
* Greg A. Walker |
Director | |||
*By:
/s/ Martin
D. Wilson Attorney-in-fact |
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EXHIBIT INDEX
Exhibit |
||||
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement. | ||
3 | .1** | Certificate of Conversion of Armstrong Land Company, LLC to Armstrong Land Company, Inc., effective as of October 1, 2011. | ||
3 | .2** | Certificate of Incorporation of Armstrong Land Company, Inc., effective as of October 1, 2011. | ||
3 | .3** | Certificate of Amendment to Certificate of Incorporation of Armstrong Land Company, Inc., effective as of October 5, 2011. | ||
3 | .4** | Bylaws of Armstrong Energy, Inc., effective as of October 1, 2011. | ||
4 | .1* | Agreement to Enter into Voting and Stockholders Agreement by and among Armstrong Energy, Inc., J. Hord Armstrong, III, Martin D. Wilson, Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P., Yorktown Energy Partners VIII, L.P., James H. Brandi, LucyB Trust, Lorenzo Weisman/Danielle Weisman Joint Ownership with Right of Survivorship, Brim Family 2004 Trust, Franklin W. Hobbs IV, Hutchinson Brothers, LLC and John H. Stites, III, dated as of October 1, 2011. | ||
5 | .1* | Form of Opinion of Armstrong Teasdale LLP. | ||
10 | .1** | Credit Agreement by and among Armstrong Coal Company, Inc., Armstrong Land Company, LLC, Western Mineral Development, LLC, Western Diamond, LLC, Western Land Company, LLC and Elk Creek, L.P., as Borrowers, the Lenders party thereto, The Huntington National Bank, as Syndication Agent, Union Bank, N.A. as Documentation Agent and PNC Bank, National Association, as Administrative Agent, dated as of February 9, 2011. | ||
10 | .2** | First Amendment to Credit Agreement by and among Armstrong Coal Company, Inc., Armstrong Land Company, LLC, Western Mineral Development, LLC, Western Diamond, LLC, Western Land Company, LLC and Elk Creek, L.P., as Borrowers, the Guarantors party thereto, the financial institutions party thereto and PNC Bank, National Association, as Administrative Agent, dated as of July 1, 2011. | ||
10 | .3** | Second Amendment to Credit Agreement by and among Armstrong Coal Company, Inc., Armstrong Land Company, LLC, Western Mineral Development, LLC, Western Diamond, LLC, Western Land Company, LLC and Elk Creek, L.P., as Borrowers, the Guarantors party thereto, the financial institutions party thereto and PNC Bank, National Association, as Administrative Agent, dated as of September 29, 2011. | ||
10 | .4** | Coal Mining Lease between Alcoa Fuels, Inc. and Armstrong Coal Company, Inc., dated as of October 27, 2010. | ||
10 | .5* | Contract for Purchase and Sale of Eastern Coal by and between Tennessee Valley Authority and Armstrong Coal Company, Inc., dated as of November 30, 2007. | ||
10 | .6* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 1, dated as of July 29, 2008. | ||
10 | .7* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 2, dated as of July 29, 2008. | ||
10 | .8* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 3, dated as of November 12, 2008. | ||
10 | .9* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 4, dated as of December 11, 2008. | ||
10 | .10* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 5, dated as of February 12, 2009. | ||
10 | .11* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 6, dated as of October 9, 2009. | ||
10 | .12* | Tennessee Valley Authority Coal Acquisition & Supply Contract Supplement No. 7, dated as of December 29, 2009. | ||
10 | .13* | Tennessee Valley Authority Coal Supply & Origination Contract Supplement No. 8, dated as of May 25, 2011. |
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Exhibit |
||||
Number
|
Description
|
|||
10 | .14* | Tennessee Valley Authority Coal Supply & Origination Contract Supplement No. 9, dated as of August 9, 2011. | ||
10 | .15* | Coal Supply Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, effective as of January 1, 2008. | ||
10 | .16* | Amendment No. 1 to Coal Supply Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, effective as of July 1, 2008. | ||
10 | .17* | Amendment No. 2 to Coal Supply Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, effective as of December 22, 2009. | ||
10 | .18* | Letter Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, dated December 8, 2008. | ||
10 | .19* | Letter Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, dated April 1, 2009. | ||
10 | .20* | Settlement Agreement and Release by and between Louisville Gas and Electric Company and Kentucky Utilities Company and Armstrong Coal Company, Inc., dated as of December 22, 2009. | ||
10 | .21* | Coal Supply Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, effective as of December 22, 2009. | ||
10 | .22* | Coal Supply Agreement by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, effective as of January 1, 2012. | ||
10 | .23* | Fuel Purchase Order by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, dated July 1, 2008. | ||
10 | .24* | Amendment No. 1 to Fuel Purchase Order dated July 1, 2008 by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, dated July 28, 2008. | ||
10 | .25* | Fuel Purchase Order by and between Louisville Gas and Electric Company and Kentucky Utilities Company, as Buyer, and Armstrong Coal Company, Inc., as Seller, dated January 1, 2010. | ||
10 | .26** | Letter Agreement between Armstrong Land Company, LLC and J. Richard Gist, dated as of September 14, 2009. | ||
10 | .27** | Employment Agreement by and between Armstrong Energy, Inc. and J. Richard Gist, dated as of October 1, 2011. | ||
10 | .28** | Employment Agreement by and between Armstrong Energy, Inc. and J. Hord Armstrong, III, dated as of October 1, 2011. | ||
10 | .29** | Employment Agreement by and between Armstrong Energy, Inc. and Martin D. Wilson, dated as of October 1, 2011. | ||
10 | .30** | Employment Agreement by and between Armstrong Coal Co. and Kenneth E. Allen, dated as of June 1, 2007. | ||
10 | .31** | Employment Agreement by and between Armstrong Coal Co. and David R. Cobb, dated as of January 19, 2007. | ||
10 | .32** | Unit Repurchase Agreement by and between Armstrong Land Company, LLC and J. Hord Armstrong, III, dated as of September 30, 2011. | ||
10 | .33** | Unit Repurchase Agreement by and between Armstrong Land Company, LLC and Martin D. Wilson, dated as of September 30, 2011. | ||
10 | .34** | Form of Director Indemnification Agreement. | ||
10 | .35** | Armstrong Energy, Inc. 2011 Long-Term Incentive Plan. | ||
10 | .36** | Restricted Stock Unit Award Agreement between Armstrong Land Company, LLC and David Cobb, dated as of June 1, 2011. | ||
10 | .37** | Restricted Stock Unit Award Agreement between Armstrong Land Company, LLC and J. Hord Armstrong, III, dated as of June 1, 2011. |
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Exhibit |
||||
Number
|
Description
|
|||
10 | .38** | Restricted Stock Unit Award Agreement between Armstrong Land Company, LLC and Kenny Allen, dated as of June 1, 2011. | ||
10 | .39** | Restricted Stock Unit Award Agreement between Armstrong Land Company, LLC and Martin D. Wilson, dated as of June 1, 2011. | ||
10 | .40** | Amended Overriding Royalty Agreement by and among Western Land Company, LLC, Western Diamond, LLC, Ceralvo Holdings, LLC, Armstrong Mining, Inc., Armstrong Coal Company, Inc., Armstrong Land Company, LLC and Kenneth E. Allen, dated as of December 3, 2008. | ||
10 | .41** | Amended Overriding Royalty Agreement by and among Western Land Company, LLC, Western Diamond, LLC, Ceralvo Holdings, LLC, Armstrong Mining, Inc., Armstrong Coal Company, Inc., Armstrong Land Company, LLC and David R. Cobb, dated as of December 3, 2008. | ||
10 | .42* | Administrative Services Agreement by and between Armstrong Energy, Inc., Armstrong Resource Partners, L.P. and Elk Creek GP, LLC, effective as of January 1, 2011. | ||
10 | .43* | Promissory Note of Armstrong Land Company, LLC in favor of Elk Creek, L.P. in the principal amount of $11.0 million, dated November 30, 2009. | ||
10 | .44* | Promissory Note of Armstrong Land Company, LLC in favor of Elk Creek, L.P. in the principal amount of $9.5 million, dated March 31, 2010. | ||
10 | .45* | Promissory Note of Armstrong Land Company, LLC in favor of Elk Creek, L.P. in the principal amount of $12.6 million, dated May 31, 2010. | ||
10 | .46* | Promissory Note of Armstrong Land Company, LLC in favor of Elk Creek, L.P. in the principal amount of $11.0 million, dated November 30, 2010. | ||
10 | .47* | Credit and Collateral Support Fee, Indemnification and Right of First Refusal Agreement by and between Armstrong Land Company, LLC, Armstrong Resource Holdings, LLC, Western Diamond, LLC, Western Land Company, LLC, Armstrong Coal Company, Inc., Elk Creek, L.P., Elk Creek Operating, L.P., Ceralvo Holdings, LLC and Western Mineral Development, LLC, effective as of February 9, 2011. | ||
10 | .48* | Lease and Sublease Agreement between Armstrong Coal Company, Inc. and Ceralvo Holdings, LLC, dated February 9, 2011. | ||
10 | .49* | Royalty Deferment and Option Agreement by and between Armstrong Coal Company, Inc., Western Diamond, LLC, Western Land Company, LLC and Western Mineral Development, LLC, effective February 9, 2011. | ||
10 | .50* | Lease Agreement by and between Armstrong Coal Company, Inc. and David and Rebecca Cobb, dated August 1, 2009. | ||
10 | .51* | Purchase Agreement between Western Land Company, LLC and Pond Creek Partners, LLC, effective January 5, 2011. | ||
10 | .52* | Option Amendment, Option Exercise and Membership Interest Purchase Agreement by and between Armstrong Land Company, LLC, Armstrong Resource Holdings, LLC, Western Diamond, LLC, Western Land Company, LLC, Western Mineral Development, LLC, and Elk Creek, L.P., dated as of February 9, 2011. | ||
10 | .53* | Coal Mining Lease and Sublease by and between Ceralvo Holdings, LLC and Armstrong Coal Company, Inc., dated as of February 9, 2011. | ||
10 | .54* | Contract to Sell Real Estate by and between Western Diamond LLC, Western Land Company, LLC and Western Mineral Development, LLC, dated as of October 11, 2011. | ||
16 | .1** | Letter from Grant Thornton LLP to Securities and Exchange Commission. | ||
16 | .2 | Letter from KPMG LLP to Securities and Exchange Commission. | ||
21 | .1** | List of Subsidiaries. | ||
23 | .1** | Consent of Armstrong Teasdale LLP (included in Exhibit 5.1). | ||
23 | .2** | Consent of Ernst & Young LLP. | ||
23 | .3** | Consent of Grant Thornton LLP. | ||
23 | .4** | Consent of Weir International, Inc. |
II-7
Exhibit |
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Number
|
Description
|
|||
24 | .1** | Power of Attorney (included on signature page). | ||
99 | .1* | Audit Committee Charter. | ||
99 | .2* | Compensation Committee Charter. | ||
99 | .3* | Nominating and Corporate Governance Committee Charter. |
* | To be filed by amendment. |
** | Previously filed. |
| Indicates a management contract or compensatory plan or arrangement. |
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