Massey Energy Announces Pricing and Receipt of Requisite Consents in Tender Offer and Consent Solicitation for 6.625% Senior Notes Due 2010

2008-08-19 07:30:00

    RICHMOND, Va., Aug. 19 /EMWNews/ -- Massey Energy Company

(NYSE: MEE) announced today the determination of the total consideration

offered pursuant to its previously announced cash tender offer and consent

solicitation for any and all of its 6.625% senior notes due 2010 (the

"6.625% Notes"). Massey also announced today that holders of approximately

$311.5 million aggregate principal amount of the outstanding $335 million

aggregate principal amount of the 6.625% Notes, representing approximately

93% of the outstanding 6.625% Notes, had tendered their 6.625% Notes and

delivered the related consents on or prior to the consent payment deadline

of 5:00 p.m. New York City time on August 18, 2008 (the "Consent Payment

Deadline"), pursuant to the tender offer and consent solicitation.



    



    The tender offer and consent solicitation relating to the 6.625% Notes

are being made upon the terms and conditions set forth in the Offer to

Purchase and Consent Solicitation Statement dated August 5, 2008 (the

"Offer to Purchase") and the related Consent and Letter of Transmittal. The

tender offer and consent solicitation for the 6.625% Notes will expire at

midnight, New York City time, on September 2, 2008, unless extended or

otherwise earlier terminated (the "Offer Expiration Date").



    The tender offer yield of 2.333% for the 6.625% Notes was calculated by

UBS Securities LLC, as Dealer Manager for the tender offer, in accordance

with the terms set forth in the Offer to Purchase, based on a fixed spread

of 50 basis points over the reference yield of 1.833% on the 3.375% U.S.

Treasury Note due November 15, 2008 as of 2:00 p.m., New York City time, on

August 18, 2008. Based on an Initial Payment Date (as defined below) of

August 19, 2008, the total consideration for each $1,000 principal amount

of 6.625% Notes validly tendered and not validly withdrawn prior to the

Consent Payment Deadline, is $1,026.57, which includes the consent payment

of $25.00 per $1,000 principal amount of 6.625% Notes.



    Holders who validly tendered and did not withdraw on or prior to the

Consent Payment Deadline will receive the total consideration. Payments of

the total consideration for the 6.625% Notes validly tendered and not

withdrawn on or prior to the Consent Payment Deadline and accepted for

purchase will be made promptly after the Consent Payment Deadline (the

"Initial Payment Date"). We expect the Initial Payment Date to be August

19, 2008. Holders who validly tender after the Consent Payment Deadline and

on or prior to the Offer Expiration Date will be eligible to receive only

the tender offer consideration of $1,001.57, which equals the total

consideration minus the consent payment. Payments of the tender offer

consideration for the 6.625% Notes validly tendered after the Consent

Payment Deadline and on or prior to the Offer Expiration Date and accepted

for purchase will also be made promptly after the Offer Expiration Date

(the "Final Payment Date"). Holders whose 6.625% Notes are accepted for

purchase in the tender offer will receive accrued and unpaid interest in

respect of such purchased 6.625% Notes from the last interest payment date

to, but not including, the Initial Payment Date or the Final Payment Date,

as applicable.



    In addition, as a result of the early tenders and consents, Massey has

received the requisite consents to execute a supplemental indenture

regarding the proposed amendments relating to the 6.625% Notes described in

the Offer to Purchase. The supplemental indenture will be executed shortly,

but it will only become operative upon the acceptance for payment of all

6.625% Notes that were validly tendered (and not validly withdrawn) on or

prior to the Consent Payment Deadline.



    Because the Consent Payment Deadline has now passed, withdrawal rights

have terminated. Further details about the terms and conditions of the

tender offer and consent solicitation are set forth in the Offer to

Purchase.



    Massey has retained UBS Securities LLC to act as dealer manager and

solicitation agent for the tender offer and consent solicitation.



    For additional information regarding the terms of the tender offer and

consent solicitation, please contact: UBS Securities LLC at (888) 722-9555,

ext. 4210 (toll-free). Requests for documents may be directed to Global

Bondholder Services, which is acting as depositary and information agent

for the tender offer and consent solicitation at (866) 470-4500

(toll-free).



    This press release is for informational purposes only and is neither an

offer to purchase nor a solicitation of an offer to sell the 6.625% Notes.

The offer to purchase the 6.625% Notes is only being made pursuant to the

tender offer and consent solicitation documents, including the Offer to

Purchase. The tender offer and consent solicitation are not being made to

holders of 6.625% Notes in any jurisdiction in which the making or

acceptance thereof would not be in compliance with the securities, blue sky

or other laws of such jurisdiction. In any jurisdiction in which the tender

offer or consent solicitation is required to be made by a licensed broker

or dealer, they shall be deemed to be made by the Dealer Manager on behalf

of Massey. None of Massey, the Dealer Manager, the information agent or the

depositary makes any recommendation in connection with the tender offer or

the consent solicitation



    Massey Energy Company, headquartered in Richmond, Virginia, with

operations in West Virginia, Kentucky and Virginia, is the fourth largest

coal producer by revenue in the United States and is included in the S&P

500 index.



    FORWARD-LOOKING STATEMENTS: Statements in this press release relating

to future events and other disclosures and statements that are not

historical facts are forward-looking statements that involve risks and

uncertainties. Caution must be exercised in relying on these

forward-looking statements as actual results may differ materially from

these forward-looking statements, which are based on our then current

expectations as a result of market conditions, the actions by third

parties, and many other factors. For a discussion of such risks and

uncertainties related to Massey, which could cause actual results to differ

from those contained in the forward-looking statements, see Massey's

earnings releases and see "Risk Factors" in Massey's most recent Annual

Report on Form 10-K and subsequently filed interim reports. Such filings

are available at Massey's website http://www.masseyenergyco.com or upon request

from Massey's Investor Relations Department at 866-814-6512. Massey

disclaims any intention or obligation to update any forward-looking

statements whether as a result of new information, future developments, or

otherwise.





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