25 July 2008director interest notice● Neutral
Patriot Coal CORP director Michael P Johnson received a stock option grant for 947 shares.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 July 2008director interest notice● Neutral
Patriot Coal CORP SVP and Chief Operating Office Jiri Nemec disposed of 17,500 shares via option/appreciation-right settlement.
24 July 2008director interest notice● Neutral
Michael P Johnson became a Patriot Coal CORP director and company insider (initial ownership filing).
23 July 2008director interest notice● Neutral
Paul H Vining became a Patriot Coal CORP President and COO and company insider (initial ownership filing).
18 July 2008director interest notice● Neutral
Patriot Coal CORP SVP - Human Resources K. Susan Billiot received 1,436 shares and a 17,325-share option grant as part of the equity award.
17 July 2008director interest notice● Neutral
Patriot Coal CORP SVP - Human Resources K. Susan Billiot received 1,436 shares and a 17,325-share option grant as part of the equity award.
16 July 2008director interest notice● Neutral
K. Susan Billiot became a Patriot Coal CORP SVP - Human Resources and company insider (initial ownership filing).
18 June 2008securities registration● Neutral
Patriot Coal CORP filed the final prospectus for a registered offering.
18 June 2008business combination● Neutral
Patriot filed the definitive proxy statement asking shareholders to approve issuing up to 11,901,729 shares to Magnum holders at the July 22, 2008 meeting. It is the same document as the June 17 proxy/prospectus in the S-4/A. The board recommends FOR. Approval needs a majority of votes cast, with total votes over 50% of shares entitled to vote.
18 June 2008business combination● Neutral
Patriot filed Amendment No. 2 to its Magnum merger registration, still covering up to 11,901,729 new shares (about 31% of the combined share count). The final proxy/prospectus is dated June 17, 2008 and is first being mailed around June 20. It confirms the July 22, 2008 vote at the Donald Danforth Plant Science Center in St. Louis (10:00 a.m.) and the June 16 record date, and the board still recommends voting FOR. The deal terms are unchanged. The later 8-K says this registration was declared effective on June 18, which clears the 'S-4 to become effective' open item.
10 June 2008director interest notice● Neutral
Patriot Coal CORP SVP & Chief Marketing Officer Michael V Altrudo bought 301 shares on the open market.
10 June 2008business combination● NeutralMajor
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.
2 June 2008business combination● Neutral
Patriot filed Amendment No. 1 to its registration statement and proxy statement/prospectus for the Magnum merger, still registering up to 11,901,729 new shares (about 31% of the pro forma total). The meeting date, place and record date remain blank in this version, and the board still recommends a FOR vote. The visible text shows no change to the deal terms.
29 May 2008capital raising announcement● NeutralMajor
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.
28 May 2008capital raising announcement● NeutralMajor
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.
23 May 2008capital raising announcement● NeutralMajor
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.
21 May 2008business combination● NeutralMajor
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.
14 May 2008business combination● Neutral
Patriot filed a preliminary registration and proxy statement for the Magnum merger, registering up to 11,901,729 new shares and calling a special stockholder meeting (date and place still blank). The board recommends a FOR vote, and approval needs a majority of votes cast, with total votes over 50% of shares entitled to vote.
1 May 2008director interest notice● Neutral
Patriot Coal CORP director Robert O Viets bought 1,500 shares on the open market at $65.75.
1 May 2008director interest notice● Neutral
Patriot Coal CORP President, CEO Richard M Whiting bought 10,000 shares on the open market.
1 May 2008director interest notice● Neutral
Patriot Coal CORP director J Joe Adorjan bought 1,500 shares on the open market at $65.75.
8 Apr 2008business combination● NeutralMajor
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.
2 Apr 2008business combination● NeutralMajor
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.
14 Feb 2008substantial holder notice● Neutral
Chilton Investment Company, LLC reported a Patriot Coal CORP shareholding of 3,966,032 shares (14.90% of votes) in a periodic institutional filing.
12 Feb 2008substantial holder notice● Neutral
Neuberger Berman Inc., Neuberger Berman, LLC disclosed a new substantial Patriot Coal CORP shareholding (5.43% of votes).
11 Feb 2008substantial holder notice● Neutral
Capital World Investors ** disclosed a new substantial Patriot Coal CORP shareholding (5.30% of votes).
5 Dec 2007director interest notice● Neutral
Patriot Coal CORP Chairman and Executive Advisor Irl F Engelhardt bought 5,900 shares on the open market.
5 Dec 2007director interest notice● Neutral
Patriot Coal CORP Chairman and Executive Advisor Irl F Engelhardt bought 7,600 shares on the open market.
5 Dec 2007director interest notice● Neutral
Patriot Coal CORP Chairman and Executive Advisor Irl F Engelhardt bought 3,500 shares on the open market.
5 Dec 2007director interest notice● Neutral
Patriot Coal CORP Chairman and Executive Advisor Irl F Engelhardt bought 8,000 shares on the open market.