National Coal Corp. Announces Asset Sales Agreement
April 12 2010 - 9:00AM
Business Wire
National Coal Corp. (Nasdaq:NCOC), a Central and Southern
Appalachian coal producer, today announced that it has entered into
an agreement to sell a portion of its assets located on the New
River Tract in Eastern Tennessee for $10 million to Ranger Energy
Investments, LLC, a company controlled by Jim Justice. The purchase
price is payable in cash and the assumption by Ranger Energy of
approximately $6.0 million of accounts payable the Company owes to
an affiliate of Ranger Energy. Ranger Energy also has agreed to
lease a portion of the Company’s coal reserves also located on the
New River Tract and to purchase the Company’s coal inventory
located at the Baldwin Preparation Plant.
In addition to our receipt of the purchase price for the assets,
the Company also will receive from Ranger Energy the return of
approximately $1.9 million in cash that was previously pledged to
secure reclamation bonds and other liabilities associated with the
New River Tract operation, and payment for coal inventories on the
property at closing - which are expected to be minimal. Also, the
Company will receive from other vendors approximately $0.2 million
in cash that was previously pledged to secure services. Proceeds
from the sale will be used to repay the $4.5 million balance due
under the Company’s $5.0 million short-term revolving credit
facility, which currently is in default. Any remaining proceeds
will be used to repay financing obligations for certain of the
assets being sold and for other general corporate purposes.
The consummation of the sale is conditioned upon Ranger Energy’s
purchase from Centaurus Energy Master Fund, LP of $30.3 million of
the Company’s 10.5% senior secured notes due 2010 and the Company’s
$5 million short-term revolving credit facility, among other
customary closing conditions. The transaction is expected to close
before the end of April 2010.
Daniel A. Roling, President and CEO at National Coal Corp.,
explains that the sale begins to address the Company’s short-term
liquidity needs. “With this transaction, we will be able to cure
the default under our short-term revolving credit facility by
paying off and terminating the facility. The transaction also will
allow us to pay approximately $6.0 million in accounts payable to
our vendors, including an affiliate of Ranger Energy, most of whom
extended us additional credit during the first quarter of 2010
after we experienced a reduction in cash flow following the
suspension of coal purchases by our largest customer due to a force
majeure event.”
“We will to continue to focus on ways to reduce our expenses and
our outstanding debt, as this transaction does not completely solve
all of our short-term liquidity issues. We also are continuing to
pursue strategic transactions that will allow us to repay our $42
million in public debt, which matures in December 2010,” continued
Mr. Roling.
The assets being sold include the Baldwin preparation plant, the
active underground mine number 5A, and the idled surface mine
number 3, along with the associated permits and certain
liabilities. In addition, a coal contract associated with the
facilities may be assigned to the buyer. Also included in the
transaction are the coal mineral rights on approximately 22,000
acres which will be leased to Ranger Energy for a royalty of 6% to
8% of applicable revenues.
Following this transaction, the Company’s continuing operations
in Tennessee will include the coal mineral and mining rights to
approximately 57,000 acres of land, along with mining complexes
that include one active underground mine and one active surface
mine. In addition, National Coal will continue to own and operate
one preparation plant and one unit train loading facility served by
the Norfolk Southern Railroad.
At December 31, 2009, the Company reported cash and cash
equivalents of approximately $1.2 million and negative working
capital of approximately $54.8 million. Included in working capital
at December 31, 2009 is $45.0 million of principal amount of
secured indebtedness that matures on December 15, 2010.
About National Coal Corp.
Headquartered in Knoxville, Tenn., National Coal Corp., through
its wholly owned subsidiary, National Coal Corporation, is engaged
in coal mining in East Tennessee. Currently, National Coal employs
about 220 people. National Coal sells steam coal to electric
utilities and industrial companies in the Southeastern United
States. For more information and to sign-up for instant news alerts
visit www.nationalcoal.com.
Information About Forward Looking Statements
This release contains “forward-looking statements” that include
information relating to future events and future financial and
operating performance. Examples of forward looking-statements
include the Company’s efforts to address the deterioration in its
financial position, including its efforts to sell assets.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of the times at, or by which, that performance or those
results will be achieved. Forward-looking statements are based on
information available at the time they are made and/or management's
good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. Important factors
that could cause these differences include, but are not limited to,
the Company’s ability to satisfy the closing conditions and
consummate the asset sale, and the risks more fully described in
the Company's filings with the Securities and Exchange Commission
including the Company's most recently filed Annual Report on Form
10-K and Quarterly Reports on Form 10-Q, which should be read in
conjunction herewith for a further discussion of important factors
that could cause actual results to differ materially from those in
the forward-looking statements. Forward-looking statements speak
only as of the date they are made. You should not put undue
reliance on any forward-looking statements. We assume no obligation
to update forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting
forward-looking information, except to the extent required by
applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we
will make additional updates with respect to those or other
forward-looking statements.
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