Attached files
| file | filename |
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| EX-99.2 - EX-99.2 - Walter Energy, Inc. | a12-26780_1ex99d2.htm |
| EX-99.1 - EX-99.1 - Walter Energy, Inc. | a12-26780_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): November 13, 2012
Walter Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-13711 |
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13-3429953 |
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(State or other jurisdiction of |
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Commission File No. |
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(I.R.S. Employer Identification No.) |
3000 Riverchase Galleria, Suite 1700
Birmingham, Alabama 35244
(205) 745-2000
(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 since 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))
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Item 7.01 |
Regulation FD Disclosure |
In connection with the offering of the Notes (as defined in Item 8.01 below), Walter Energy, Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1. This information, some of which has not been previously reported (including certain supplemental disclosure regarding the Company’s business, such as strengths and strategies), is excerpted from the Confidential Preliminary Offering Memorandum, dated November 13, 2012 that is being circulated in connection with the offering of the Notes described in Item 8.01.
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Item 8.01 |
Other Events |
On November 13, 2012, the Company issued a press release announcing that it has commenced a private offering of $500 million aggregate principal amount of senior notes (the “Notes”). The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference.
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Item 9.01 |
Financial Statements and Exhibits |
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(d) |
Exhibits |
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99.1 |
Supplemental excerpts from the Confidential Preliminary Offering Memorandum, dated November 13, 2012 |
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99.2 |
Press Release, dated November 13, 2012 |
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.
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WALTER ENERGY, INC. | |
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Date: November 13, 2012 |
By: |
/s/ Earl H. Doppelt |
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Earl H. Doppelt, Senior Vice President |
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General Counsel and Secretary |