Alpha moves to simplify stock structure

Hank Hayes • Dec 22, 2017 at 6:00 PM

KINGSPORT — ANR, Inc. and Alpha Natural Resources Holdings, Inc. announced on Friday that the board of each company has approved, in principle, a proposed transaction to streamline the company’s capital structure.

The structure involves a stock reclassification with outstanding shares being exchanged for new shares at different exchange ratios.

In addition, the Kingsport-based coal producer said it has reached preliminary agreement with several large stockholders regarding their support for the proposed streamlining transactions.

If the measure is approved by the stockholders, ANR Holdings will have a single trading class of common stock, compared to its current capital structure of common stock and two series of preferred stock, and ANR will have two classes of common stock, compared to its current capital structure of three classes of common stock and two series of preferred stock.

Alpha CEO David Stetson said, “We have heard from our stockholders that the existing structure, with multiple stock classes and distribution rights, makes Alpha more difficult for the market to understand. The proposed streamlining transaction will bring clarity to the markets, help unlock value for our stockholders and position Alpha for its next phase of development by reducing the number of stock classes and eliminating complexities with respect to corporate governance and economic rights for these numerous stock classes.”

The capital streamlining of both ANR and ANR Holdings would be effected by a reclassification of the capital structure of each company pursuant to amendments to each company’s current certificate of incorporation. The final forms of these charter amendments and related documentation remain subject to approval by the boards of ANR and ANR Holdings. Following approval by the boards, Alpha plans to distribute a joint proxy statement/offering memorandum seeking stockholder approval of the proposed reclassifications. If Alpha satisfactorily concludes support agreements with certain large stockholders regarding the proposed reclassifications, Alpha expects to seek stockholder approval at its joint annual meeting to be held on February 15, 2018.

Alpha Natural Resources has affiliate mining operations in seven counties in West Virginia and supplies metallurgical coal to the steel industry and thermal coal to generate power. ANR has offices in Kingsport and Julian, W.Va., which support approximately 20 active mining operations. For more infirmation, go to www.alphanr.com.

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