UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
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): April 2, 2008
Patriot Coal
Corporation
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-33466
|
|
20-5622045
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
12312 Olive Boulevard, Suite
400
|
|
63141
|
St. Louis,
Missouri
|
|
(Zip
Code)
|
(Address
of principal executive offices)
|
|
|
Registrant’s
telephone number, including area code:
(314) 275-3600
Not
Applicable
(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 (see General Instruction A.2. below):
x
|
|
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
|
|
x
|
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry into a Material Definitive Agreement.
On April 2, 2008, Patriot Coal
Corporation (“
Patriot
”),
Magnum Coal Company ( “
Magnum
”), Colt Merger
Corporation (“
Merger
Subsidiary
”), and ArcLight Energy Partners Fund I, L.P. and ArcLight
Energy Partners Fund II, L.P., acting jointly as the Stockholder Representative
(the “
Stockholder
Representative
”), entered into an Agreement and Plan of Merger (the
“
Merger
Agreement
”). Magnum is a privately held company whose majority
stockholders are ArcLight Energy Partners Fund I, L.P. and ArcLight Energy
Partners Fund II, L.P. (the “
ArcLight
Funds
”). The Merger Agreement provides that, upon the terms
and subject to the conditions set forth in the Merger Agreement, Merger
Subsidiary will merge with and into Magnum (the “
Merger
”), and as a result,
Magnum will become a wholly owned subsidiary of Patriot.
At the effective time of the Merger
(the “
Effective
Time
”), the issued and outstanding shares of the common stock, par
value $0.01 per share, of Magnum (“
Magnum Common Stock
”),
including restricted stock (whether vested or unvested) and shares of Magnum
Common Stock issued upon conversion of the issued and outstanding convertible
indebtedness of Magnum, originally issued in an aggregate principal amount of
$100,000,000, will be converted into the right to receive 11,901,729 shares of
the common stock, par value $0.01 per share, of Patriot (“
Patriot Common Stock
”),
subject to downward adjustment in limited circumstances. The Patriot
Common Stock issuable pursuant to the Merger Agreement represents approximately
31% of Patriot’s outstanding common stock as of the date hereof on a pro forma
basis for the issuance in the Merger (and further assuming no downward
adjustment of the number of shares of Patriot Common Stock issued in the
Merger). Pursuant to the rules of the New York Stock Exchange,
because the issuance of Patriot Common Stock in the Merger (the “
Patriot Stock Issuance
”)
exceeds 20% of the number of shares of Patriot Common Stock outstanding prior to
such issuance, the Patriot Stock Issuance will require approval of Patriot’s
stockholders, as further described below.
The Merger Agreement contains
representations, warranties and covenants by Patriot and Magnum that are
customary for a transaction of this nature. Subject to certain
limitations, Patriot and Magnum have agreed to use their respective commercially
reasonable efforts to do all things necessary, proper or advisable under
applicable law to consummate the transactions contemplated by the Merger
Agreement. In addition, Patriot has agreed to cause a meeting of the
stockholders of Patriot to be held to approve the Patriot Stock
Issuance. Patriot’s Board of Directors will, except as required by
applicable law, recommend that Patriot’s stockholders approve the Patriot Stock
Issuance. The Merger Agreement also provides for indemnification by
each party for breaches of its representations, warranties and
covenants. Ten percent of the shares issuable in the Patriot Stock
Issuance will be placed in escrow for one year to secure the indemnification
obligations of Magnum’s primary stockholders.
Consummation of the Merger is subject
to customary conditions, including approval of the Patriot Stock Issuance by the
stockholders of Patriot, absence of certain legal prohibitions on consummation
of the Merger, expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, obtaining certain third-party consents, the
accuracy of each party’s representations and warranties (subject generally to a
material adverse effect standard), material performance of each party’s
covenants and the absence of certain mining catastrophes. In
addition, subject to certain limitations, consummation of the Merger is subject
to the consummation of the ArcLight Financing or the receipt by Patriot of
financing from an alternate source in an amount not less than the amount of the
ArcLight Financing.
The Merger Agreement contains certain
termination rights for both Patriot and Magnum, and further provides that upon
termination of the Merger Agreement under specified circumstances, including
termination as a result of Patriot’s stockholders failing to approve the Patriot
Stock Issuance or as a result of a change in the recommendation of the Patriot
Board of Directors to the Patriot stockholders, or in certain limited
circumstances following the failure of the financing condition discussed above,
Patriot may be required to reimburse Magnum for its expenses incurred in
connection with the transaction, but not to exceed $5,000,000.
The foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is
incorporated into this report by reference.
The Merger Agreement has been included
to provide investors with information regarding its terms. Except for
its status as the contractual document that establishes and governs the legal
relations among the parties thereto with respect to the transactions described
above, the Merger Agreement is not intended to be a source of factual, business
or operational information about the parties. The representations,
warranties and covenants made by the parties in the Merger Agreement are
qualified, including by information in disclosure schedules that the parties
exchanged in connection with the execution of the Merger
Agreement. Representations and warranties may be used as a tool to
allocate risks between the parties, including where the parties do not have
complete knowledge of all facts. Investors are not third party
beneficiaries under the Merger Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of Patriot, Magnum
or any of their respective affiliates.
In addition, Patriot has agreed to
provide the ArcLight Funds with customary registration rights with respect to
the shares of Patriot Common Stock issuable to the ArcLight Funds in the Merger
pursuant to a Registration Rights Agreement that will be entered into at the
Effective Time. The foregoing description of the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by
reference to the form of Registration Rights Agreement, which is filed as
Exhibit 10.1 hereto, and is incorporated into this report by
reference.
In connection with the Merger
Agreement, Patriot and the ArcLight Funds have entered into a Bridge Facility
Commitment Letter dated as of April 2, 2008, pursuant to which the ArcLight
Funds will provide Patriot with up to $150,000,000 of financing (the “
ArcLight Financing
”) at
closing of the Merger to be used to repay existing indebtedness of
Magnum. The foregoing description of the Bridge Facility Commitment
Letter does not purport to be complete and is qualified in its entirety by
reference to the Bridge Facility Commitment Letter filed as Exhibit 10.2 hereto
and incorporated into this report by reference.
In connection with the Merger
Agreement, Patriot entered into Support Agreements (the “
Support Agreements
”) dated as
of April 2, 2008, with certain stockholders of Magnum who own approximately
98.9% of the outstanding common stock of Magnum. Pursuant to the
Support Agreements, immediately after the execution and delivery of the Merger
Agreement, such stockholders executed and delivered irrevocable written consents
approving the Merger Agreement. As a result of obtaining such written
consents, no further action on the part of Magnum’s stockholders is required in
connection with the approval of the Merger. The foregoing description
of the Support Agreements does not purport to be complete and is qualified in
its entirety by reference to the form of Support Agreement, which is filed as
Exhibit 10.3 hereto, and is incorporated into this report by
reference.
In connection with the Merger
Agreement, Patriot, the Stockholder Representative, and certain stockholders of
Magnum entered into a Voting and Standstill Agreement (the “
Voting Agreement
”), dated as
of April 2, 2008. The Voting Agreement will be effective upon
consummation of the Merger and provides, among other things, that, subject to
the limitations set forth therein (i) the Stockholder Representative will be
entitled to nominate up to two members to the Board of Directors of Patriot,
(ii) certain Magnum stockholders (who will receive Patriot Common Stock in the
Patriot Stock Issuance), representing approximately 24.4% of the Patriot Common
Stock outstanding immediately after the Effective Time, will vote in favor of
all directors recommended for election by the Board of Directors of Patriot and
will vote as directed by the Patriot Board of Directors with respect to
stockholder proposals and certain routine proposals, and (iii) certain Magnum
stockholders (who will receive Patriot Common Stock in the Patriot Stock
Issuance), representing approximately 27.8% of the Patriot Common Stock
outstanding immediately after the Effective Time, will be subject to certain
“standstill” restrictions limiting their ability (in varying degrees depending
on the particular Magnum stockholder at issue) to acquire additional shares of
Patriot or take certain other actions. In addition, the Voting
Agreement provides that certain Magnum stockholders (who will receive Patriot
Common Stock in the Patriot Stock Issuance), representing approximately 30.5% of
the Patriot Common Stock outstanding immediately after the Effective Time, will
be subject to restrictions on their ability to transfer shares of Patriot as
follows: (i) no transfers will be permitted for 180 days following the Effective
Time, (ii) between 180 days after the Effective Time and 270 days after the
Effective Time, up to fifty percent of the shares may be transferred, (iii)
between 270 days after the Effective Time and 360 days after the Effective Time,
up to seventy-five percent of the shares may be transferred and (iv) no
restrictions will apply after 360 days after the Effective Time. The
foregoing description of the Voting Agreement does not purport to be complete
and is qualified in its entirety by reference to the Voting Agreement, which is
filed as Exhibit 10.4 hereto, and is incorporated into this report by
reference.
Prior to the execution of the Merger
Agreement, Patriot and American Stock Transfer & Trust Company, as Rights
Agent (the “
Rights
Agent
”), entered into a First Amendment to Rights Agreement (the “
Rights Agreement Amendment
”)
which amends the Rights Agreement (the “
Rights Agreement
”) dated as of
October 22, 2007, between Patriot and the Rights Agent. The Rights
Agreement Amendment provides, among other things, that the separation of rights
from the shares of Patriot Common Stock under the Rights Agreement will not be
triggered as a result of the transactions contemplated by the Merger Agreement,
including the Patriot Stock Issuance. The Rights Agreement Amendment
also provides that no stockholder of Magnum or any of its affiliates or
associates will be deemed to be an “Acquiring Person” solely as a result of the
entry into the Merger Agreement or the consummation of the transactions
contemplated by the Merger Agreement, including the Patriot Stock
Issuance. The foregoing description of the Rights Agreement Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement Amendment, which is filed as Exhibit 4.1 hereto, and is
incorporated into this report by reference.
In connection with the Merger
Agreement, Patriot entered into an Amendment (the “
Credit Agreement Amendment
”)
dated as of April 2, 2008 to the Credit Agreement (the “
Credit Agreement
”) dated as of
October 31, 2007, among Patriot, Bank
of America, N.A., as administrative
agent, L/C Issuer and Swing Line Lender,
and the lenders party
thereto. The Credit Agreement Amendment amends the Credit Agreement
to, among other things, (i) permit the Merger and the transactions contemplated
by the Merger Agreement, (ii) increase the rates of interest applicable to loans
thereunder and (iii) modify certain covenants and related definitions to allow
for changes in permitted indebtedness, permitted liens, permitted capital
expenditures and other changes in respect of Patriot and its subsidiaries in
connection with the Merger. The foregoing description of the Credit
Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to the Credit Agreement Amendment, which is filed as
Exhibit 10.5 hereto, and is incorporated into this report by
reference.
Patriot will file a proxy
statement/prospectus with the Securities and Exchange Commission (the “
SEC
”) in connection with the
Patriot Stock Issuance. Investors and stockholders are urged to read
the proxy statement/prospectus when it becomes available and any other relevant
documents filed with the SEC because they will contain important information
about the proposed issuance. Investors and stockholders may obtain
these documents free of charge at the website maintained by the SEC at
www.sec.gov
. In
addition, documents filed with the SEC by Patriot are available free of charge
by contacting Janine Orf, Director, Investor Relations, at (314)
275-3680. The final proxy statement/prospectus will be mailed to
stockholders.
Patriot, Magnum and certain of their
respective directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies from
the stockholders of Patriot in connection with the proposed
issuance. Information about Patriot’s directors and executive
officers is set forth in Patriot’s Annual Report on Form 10-K for the year ended
December 31, 2007 filed with the SEC on March 14, 2008 and in the Information
Statement filed as Exhibit 99.1 to the Report on Form 8-K filed by Patriot with
the SEC on October 24, 2007. Additional information regarding the
potential participants in the proxy solicitation and information regarding the
interests of such potential participants will be included in the proxy
statement/prospectus and the other relevant documents filed with the SEC when
they become available.
Item
3.03. Material Modification to Rights of Security Holders.
See Item 1.01 above.
Item 9.01. Financial
Statements and Exhibits.
(c)
Exhibits
|
|
|
|
|
2.1
|
|
Agreement
and Plan of Merger, dated as of April 2, 2008, by and among Magnum Coal
Company, Patriot Coal Corporation, Colt Merger Corporation, and ArcLight
Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P.,
acting jointly, as Stockholder Representative (the schedules and exhibits
have been omitted pursuant to Item 601(b)(2) of Regulation S-K; the
registrant will furnish supplementally a copy of any omitted schedule or
exhibit to the SEC upon request).
|
|
|
|
|
|
4.1
|
|
First
Amendment to Rights Agreement, dated as of April 2, 2008, to the Rights
Agreement, dated as of October 22, 2007 between Patriot Coal Corporation
and American Stock Transfer & Trust Company, as Rights
Agent.
|
|
|
|
|
|
10.1
|
|
Form
of Registration Rights Agreement among Patriot Coal Corporation, ArcLight
Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II,
L.P.
|
|
|
|
|
|
10.2
|
|
Bridge
Facility Commitment Letter dated April 2, 2008, among Patriot Coal
Corporation, ArcLight Energy Partners Fund I, L.P. and ArcLight Energy
Partners Fund II, L.P.
|
|
|
|
|
|
10.3
|
|
Form
of Support Agreement, dated as of April 2, 2008, between Patriot Coal
Corporation and certain stockholders of Magnum Coal
Company.
|
|
|
|
|
|
10.4
|
|
Voting
and Standstill Agreement, dated as of April 2, 2008, among Patriot Coal
Corporation, the stockholders whose names appears on the signature page
thereto, ArcLight Energy Partners Fund I, L.P. and ArcLight Energy
Partners Fund II, L.P., acting jointly, as stockholder
representative.
|
|
|
|
|
|
10.5
|
|
Amendment,
dated as of April 2, 2008, to the Credit Agreement dated as of October 31,
2007, among Patriot Coal Corporation, Bank
of America, N.A., as
administrative agent, L/C Issuer and Swing Line Lender,
and the
lenders party thereto.
|
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.
Dated:
April
8
,
2008
|
|
|
|
|
|
PATRIOT COAL
CORPORATION
|
|
|
By:
|
/s/ Joseph W.
Bean
|
|
|
|
Joseph W.
Bean
|
|
|
|
Senior Vice President, General
Counse
l &
Corporate Secretary
|
|
Patriot Coal Corp. (NYSE:PCX)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Patriot Coal Corp. (NYSE:PCX)
Historical Stock Chart
Von Jul 2023 bis Jul 2024