Patriot Coal CORP

Patriot Coal CORP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

On November 6, 2013, the bankruptcy court approved settlements with Peabody (the former parent) and Arch Coal, and a backstop agreement with Knighthead Capital Management for the rights offerings tied to the Third Amended Plan of Reorganization. Peabody is to provide $310M to a retiree health benefit fund, replace $126M of letters of credit and support Patriot's black lung obligations. Arch is to pay $5M cash, buy the South Guffey reserve for $16M and relieve Patriot of posting $16M of letters of credit for two years. Knighthead committed to buy unsubscribed notes and warrants up to $250,025,000. All depend on the plan becoming effective, and the deals can end if it is not effective by March 31, 2014 (Peabody and Arch) or December 31, 2013 (backstop). The press release also says the court approved creditor voting on the plan and arranged $576M of exit financing, and targets emergence in mid to late December. The filing does not say what existing shareholders receive under the plan.

material agreement

On November 15, 2012, Patriot and the three environmental groups (Ohio Valley Environmental Coalition, WV Highlands Conservancy, Sierra Club) agreed to ask the court to extend selenium treatment deadlines by twelve months under the March 2012 consent decree, and to extend Hobet's compliance deadline to August 1, 2014. In return, Patriot accepts a declining cap on surface mining (no more than 3 million tons a year from 2018), no new valley-fill permit applications, and the withdrawal of some pending permits and retirement of two draglines. It also asks to lower the letter of credit requirement for the Apogee and Hobet treatment plants. This changes the consent decree covered in the earlier thread; it needs approval from the bankruptcy court and the district court, plus a public comment period.

material agreement

Patriot Coal CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

Following the July 9 Chapter 11 filing, Patriot's $802.0M debtor-in-possession financing took effect: a $125.0M revolver, a $375.0M term loan and a roll-up of about $302.0M of existing letters of credit. On July 11 the court approved up to $677.0M on an interim basis and Patriot drew $250.0M of the term loan; the Bank of America-led letter-of-credit roll-up became effective July 13. The loans are secured by substantially all assets, must be repaid on the earlier of 450 days after closing (extendable to Dec 31, 2013 under conditions) or on plan effectiveness, and need a final court order within 30 to 45 days of July 11. This resolves the open question of court approval of the DIP, at least on an interim basis. The excerpt is truncated and the filing text shown says nothing about the listing-compliance item (3.01), so what happens to the stock listing is not shown here.

listing compliance notice

On July 9, 2012, Patriot Coal and 98 listed wholly owned subsidiaries filed voluntary Chapter 11 petitions in the Bankruptcy Court for the Southern District of New York (Case No. 12-12900) and will keep operating as debtors-in-possession. The accompanying press release says Patriot has a commitment for $802 million in debtor-in-possession financing from Citigroup, Barclays and Merrill Lynch, and that mining and shipments are expected to continue. It cites falling thermal coal demand, contract cancellations, lower prices and rising environmental and other liabilities as pressures on liquidity. This ends the 2012 refinancing effort begun with the $625 million commitment in May. The filing says nothing about what happens to existing shares.

bankruptcy or receivership

On May 7, 2012, Patriot said its 2010 and 2011 annual financial statements, and its quarterly statements for Q3 and Q4 2010 and all four quarters of 2011, should no longer be relied on. After SEC comments, it will accrue a liability and recognize a loss for two selenium water treatment facilities (Apogee FBR, about $55.0M, and Hobet ABMet, about $25.0M) that it had booked as capital spending. The restatement raises net loss by $49.7 million for 2010 and $23.6 million for 2011, with no effect on revenue or Adjusted EBITDA, and expected cash spending is unchanged. It also reports a material weakness in internal control, which it says has been remediated. Separately, Patriot signed a $625 million commitment letter with Citigroup, Natixis and Barclays for a new revolver (first lien) and term loan (second lien), to repay the Bank of America credit agreement and retire the $200 million convertible notes, which the filing says mature in April 2013. The commitment is subject to conditions including final loan documents. Q1 2012 results were also released (revenue $502.6M, Adjusted EBITDA $36.2M). This continues the selenium issue from the January 2012 consent decree.

financial restatement

On January 18, 2012, Patriot and three subsidiaries lodged a consent decree with a federal court in West Virginia, settling a February 2011 lawsuit by Ohio Valley Environmental Coalition, West Virginia Highlands Conservancy and Sierra Club over selenium discharge permit violations. Patriot will pay $7.5 million in civil penalties, bring 43 outfalls into compliance over two to five years after court approval, stop non-reclamation mining at its Jupiter Callisto Surface Mine, and pay the plaintiffs' legal costs and a court-appointed special master. The decree needs court approval after a public comment period before it takes effect.

material agreement

On May 5, 2010, Patriot amended and restated its Bank of America revolver from October 2007: $427.5 million is available, maturing December 31, 2013. It terminates 90 days before the convertible notes mature unless they are converted by January 31, 2013 or cash to repay them is set aside. Patriot can add another $125 million. The same day it completed a $250 million public offering of 8.250% senior notes due 2018, issued at 99.279% of face, with interest from October 30, 2010. This extends the revolver beyond the earlier 2007 four-year terms, and Patriot reported covenant compliance at March 31, 2010. The filing does not state what the note proceeds will be used for.

debt financing

On March 2, 2010, Patriot set up a $125 million receivables securitization program. Its subsidiaries sell customer receivables to a special purpose vehicle, and Fifth Third Bank is administrator and first funder with up to a $75 million commitment. Patriot expects to use it mainly for letters of credit (reclamation, workers' compensation, retiree healthcare) that replace ones now under its bank credit facility. The commitments expire in March 2013, subject to extension.

material agreement

The Magnum merger closed on July 23, 2008, and Magnum is now a wholly owned Patriot subsidiary. Magnum holders received 11,901,656 Patriot shares in total, and the ArcLight funds received 6,598,662 of them. ArcLight's two nominees (Robb Turner and John Erhard) and a third new director, Michael Johnson, joined the board on July 24. Jiri Nemec resigned as COO, and Paul Vining became President and COO. The filing also reports a 2-for-1 stock split (record date Aug 4, distribution Aug 11, 2008). It notes the ArcLight $150M bridge commitment was terminated on May 30, 2008, after $1.5M in fees. This resolves the Magnum deal and the shareholder vote. The 8-K mentions a July 22 press release on the vote results, but the text shown does not give the tally.

asset acquisition disposition

Patriot set June 16, 2008 as the record date for stockholders entitled to vote at the special meeting on issuing shares for the Magnum merger, and the meeting will be held July 22, 2008 at 10:00 a.m. Central time. This fills in the date left blank in the earlier proxy filings; the registration statement had not yet become effective as of this release.

business combination

This sets out the terms of the $200 million convertible notes: maturing May 31, 2013, 3.25% interest, and an initial conversion price of about $135.34 per share (7.3889 shares per $1,000). If the Magnum merger agreement is terminated, Patriot may redeem the notes on or before December 31, 2008, and under the credit facility as currently in effect it must redeem them by then (or a later date agreed by the majority lenders). The notes are senior unsecured, but structurally subordinated to subsidiary liabilities and effectively subordinated to secured debt. The filing also notes that an affiliate of Lehman Brothers, Patriot's adviser, owns about 5.4% of Patriot and is a lender to Magnum.

capital raising announcement

Patriot closed the private sale of $200 million of 3.25% convertible senior notes due 2013, with the over-allotment option fully exercised (up from the $175 million first announced). Net proceeds were about $192.8 million, which Patriot intends to use to reduce the debt to be assumed in the Magnum acquisition and for general corporate purposes, or to redeem the notes if the acquisition does not close. This resolves the open question on the notes' pricing and size.

capital raising announcement

Patriot signed the purchase agreement with Citigroup Global Markets and Lehman Brothers (as representatives of the initial purchasers) to sell $175 million of 3.25% convertible senior notes due 2013, with a 30-day option for $25 million more. It also signed a second amendment (May 19, 2008) to its Bank of America credit agreement to allow the permanent and convertible debt to be incurred before the Magnum merger closes and to adjust covenants and definitions. This continues the convertible note financing announced May 20-21.

capital raising announcement

Patriot said it intends to offer $175 million of convertible senior notes due 2013 (plus a possible $25 million over-allotment) to institutional buyers, mainly to reduce the debt to be assumed in the Magnum acquisition. It also disclosed Magnum's first-quarter 2008 figures: about 4.5 million tons sold, $230.7 million revenue and $12.2 million Adjusted EBITDA. If the acquisition does not close, the notes may be redeemed.

business combination

This filing gives the legal terms of the Magnum merger: Magnum holders get 11,901,729 Patriot shares (about 31% of Patriot pro forma, so a shareholder vote is required), with ArcLight Funds providing up to $150 million of bridge financing to repay Magnum debt. Patriot's credit agreement was amended to permit the deal and raise interest rates on its loans, and Patriot may owe Magnum up to $5 million in expenses if the deal fails in specified ways. Closing also depends on that financing (or an alternative) and on Hart-Scott-Rodino antitrust clearance.

business combination

On April 2, 2008, Patriot announced an agreement to acquire Magnum Coal Company, paying about 11.9 million newly issued Patriot shares and assuming estimated net debt of $150 million, for a total price of about $709 million at the April 2 share price. It needs Patriot shareholder approval and regulatory approvals, and is expected to close around mid-year.

business combination

On October 31, 2007, tied to its spin-off from Peabody Energy, Patriot signed a four-year, $500 million revolving credit facility with Bank of America as agent (including a $50 million swingline and a letter of credit sub-facility). It is secured by substantially all assets of Patriot and its domestic subsidiaries and becomes available only once the spin-off, a special dividend of Patriot shares to Peabody shareholders, is completed.

material agreement

the New York Stock Exchange certified Patriot Coal CORP's securities for listing, clearing them to begin trading.

listing compliance notice