17 Feb 2009substantial holder notice● Neutral
Morgan Stanley I.R.S. #, Morgan Stanley Capital Services Inc reported a Walter Energy, Inc. shareholding of 2,983,192 shares (5.50% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
13 Feb 2009substantial holder notice● Neutral
Citadel Investment Group, L.L.C, Citadel Investment Group II, L.L.C, Citadel Limited Partnership, Kenneth Griffin, Citadel Holdings I LP, Citadel Holdings II LP, Citadel Advisors LLC, Citadel Derivatives Group LLC, Citadel Derivatives Trading Ltd reported a Walter Energy, Inc. shareholding of 0.80% of votes in a periodic institutional filing.
13 Feb 2009substantial holder notice● Neutral
Keeley Asset Management Corp reported a Walter Energy, Inc. shareholding of 2,042,382 shares (3.80% of votes) in a periodic institutional filing.
12 Feb 2009substantial holder notice● Neutral
Harris Associates L.P, Harris Associates Inc reported a Walter Energy, Inc. shareholding of 3,760,152 shares (6.92% of votes) in a periodic institutional filing.
10 Feb 2009business combination● Neutral
Walter, its subsidiaries and HCM restated the merger agreement a second time. It clarifies that Walter will acquire the financing business from JWH Holding Company and contribute it to Spinco, and extends the agreement's termination date to June 30, 2009. The filing says the 98.5%/1.5% ownership split and the 50-to-1 HCM share combination are unchanged. A voting agreement with HCM's insiders was also transferred to Spinco.
5 Jan 2009substantial holder notice● Neutral
Morgan Stanley I.R.S. #, Morgan Stanley Capital Services Inc disclosed a new substantial Walter Energy, Inc. shareholding (5.60% of votes).
2 Dec 2008listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Walter Energy, Inc.'s securities for listing, clearing them to begin trading.
7 Nov 2008quarterly activities report● Neutral
Walter Energy, Inc. reported quarterly revenue of $308.8 million and net income of $55.0 million for the period ended 2008-09-30.
29 Oct 2008quarterly activities report● Neutral
Walter Energy, Inc. reported quarterly revenue of $308.8 million and net income of $55.0 million for the period ended 2008-09-30.
28 Oct 2008business combination● Neutral
Walter, Spinco and HCM amended and restated the merger agreement to simplify the formula for how many shares are issued. The filing says ownership stays at 98.5% for Walter holders and 1.5% for HCM holders, with every 50 HCM shares combined into one. Walter will also bear the SEC filing and printing costs for the registration statement and proxy materials. Otherwise the original terms are unchanged.
2 Oct 2008material agreement● NeutralMajor
Walter signed a merger agreement with Hanover Capital Mortgage Holdings (HCM) to separate its financing business, the non-core unit it planned to split off. The financing business, held in a new subsidiary (Spinco), would be distributed to Walter's stockholders and merged into HCM, which would be renamed Walter Investment Management Corporation. Walter holders would own about 98.5% and HCM holders about 1.5% of the combined company. Mark J. O'Brien would become Chairman and CEO. No Walter stockholder vote is required, and closing depends on conditions including HCM stockholder approval, IRS rulings and REIT qualification.
8 Aug 2008quarterly activities report● Neutral
Walter Energy, Inc. reported quarterly revenue of $274.4 million and net income of $50.8 million for the period ended 2008-06-30.
29 July 2008quarterly activities report● Neutral
Walter Energy, Inc. reported quarterly revenue of $274.4 million and net income of $50.8 million for the period ended 2008-06-30.
11 June 2008securities registration● Neutral
Walter Energy, Inc. filed the final prospectus for a registered offering.
11 June 2008material agreement● NeutralMajor
Walter agreed with underwriters (Morgan Stanley, Banc of America Securities, SunTrust Robinson Humphrey) to sell 2,800,000 new common shares at $90.75 each, for about $243.8 million of net proceeds (about $280.4 million if the underwriters' option for 420,000 more shares is fully used). It plans to repay about $68.8 million of the term loan and about $175.0 million of revolver borrowings under the 2005 Credit Agreement, with revolver commitments cut from $475.0 million to about $387.5 million. Existing holders are diluted by the new shares, while debt falls.
9 June 2008securities registration● Neutral
Walter Energy, Inc. filed a prospectus supplement for an offering off its existing shelf.
2 May 2008material agreement termination● NeutralMajor
On April 30, 2008, Walter repaid and terminated both Mid-State mortgage warehouse facilities (Trust IX and Trust XIV, $350.0 million combined) with no early termination penalties, ending the renewals seen in 2007. A Fifth Amendment to the credit agreement raised the revolver by $250.0 million to $475.0 million (with required reductions starting in 2009), raised pricing on the revolver and term loans by about 1.5 percent, dropped the requirement to keep $350.0 million of warehouse facilities, pre-approved the planned separation of the Financing and Homebuilding businesses, and loosened financial covenants for a time while tightening others. A same-day press release reported Q1 2008 income from continuing operations of $0.5 million ($0.01 per diluted share) versus $32.1 million a year earlier, including $28.0 million of pre-tax charges at Financing and Homebuilding, and said some metallurgical coal for 2008-2009 was settled above $315 per metric ton.
29 Feb 2008late filing notice▼ Bad
Walter Energy, Inc. notified the SEC that its annual report would be filed late.
25 Feb 2008substantial holder notice● Neutral
Alan Fournier c/o Pennant Capital Management, LLC, Pennant Capital Management, LLC disclosed a new substantial Walter Energy, Inc. shareholding (5.10% of votes).
14 Feb 2008substantial holder notice● Neutral
Alan Fournier c/o Pennant Capital Management, LLC, Pennant Capital Management, LLC disclosed a new substantial Walter Energy, Inc. shareholding (4.44% of votes).
14 Feb 2008substantial holder notice● Neutral
Keeley Asset Management Corp. and 1 other disclosed a new substantial Walter Energy, Inc. shareholding (6.50% of votes).
13 Feb 2008substantial holder notice● Neutral
Harris Associates L.P, Harris Associates Inc reported a Walter Energy, Inc. shareholding of 3,213,600 shares (6.19% of votes) in a periodic institutional filing.
13 Feb 2008substantial holder notice● Neutral
Citadel Investment Group, L.L.C, Citadel Investment Group II, L.L.C, Citadel Limited Partnership, Kenneth Griffin, Citadel Holdings I LP, Citadel Holdings II LP, Citadel Advisors LLC, Citadel Equity Fund Ltd, Citadel Derivatives Group LLC, Citadel Derivatives Trading Ltd reported a Walter Energy, Inc. shareholding of 7.00% of votes in a periodic institutional filing.
30 Oct 2007material agreement● Neutral
The Mid-State Trust XIV warehouse loan agreement was renewed on substantially the same terms through October 23, 2008. Together with a separate $150.0 million facility it provides $350.0 million of warehouse financing to Walter Mortgage Company; Walter Industries is not a party but benefits indirectly. It extends the earlier renewal that ran to November 2007.
15 Oct 2007material agreement▲ Good
Walter signed the Fourth Amendment to its October 2005 credit agreement, which substantially increases the capital expenditure limits. The filing says this is to accommodate the company's growth plan in its natural resources business; specific new limits are in the exhibit and not stated in the text.
12 Oct 2007substantial holder notice● Neutral
Citadel Limited Partnership, Citadel Investment Group, L.L.C, Kenneth Griffin, Citadel Equity Fund Ltd, Citadel Derivatives Group LLC disclosed a new substantial Walter Energy, Inc. shareholding (6.80% of votes).
3 Aug 2007material agreement● Neutral
The Mid-State Trust IX warehouse loan agreement was renewed on substantially the same terms through July 28, 2008. It, with a separate $200.0 million facility, provides $350.0 million of warehouse financing to Walter Mortgage Company; Walter Industries is not a party but benefits indirectly. This resolves the open question of the January 2007 renewal date for this facility's ongoing financing.
11 June 2007director interest notice● Neutral
A J Wagner became a Walter Energy, Inc. director and company insider (initial ownership filing).
6 June 2007director interest notice● Neutral
Walter Energy, Inc. director Jerry W Kolb exercised stock options for 2,589 shares and disposed of 5,178 shares.
27 Apr 2007director interest notice● Neutral
Walter Energy, Inc. director Michael T Tokarz received a stock option grant for 15,540 shares.