ICO » Topics » (20) Subsequent Events

This excerpt taken from the ICO 10-Q filed Nov 14, 2007.

(15) Subsequent Events

On July 16, 2007, the Company and its subsidiaries entered into a $25,000 bridge loan facility with a certain fund affiliated with WLR. The Company and its subsidiaries were jointly and severally liable for the loan, which was repaid on July 31, 2007.

On July 31, 2007, the Company completed a private offering (the “Offering”) of $195,000 aggregate principal amount of 9.00% Convertible Senior Notes due 2012 (the “Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company granted the initial purchaser a 30-day over-allotment option of up to an additional $30,000. The Convertible Notes are the Company’s senior unsecured obligations and are guaranteed on a senior unsecured basis by the Company’s material future and current domestic subsidiaries (the “Guarantors”). The Convertible Notes and the related guarantees rank equal in right of payment to all of the Company’s and the Guarantors’ respective existing and future unsecured senior indebtedness. Interest is payable semi-annually on February 1 and August 1. The Company received proceeds of $189,150, after deducting the initial purchaser’s discounts and commissions of $5,850. The Company used the net proceeds to repay the $25,000 bridge loan due to WLR and the $65,000 outstanding on its Amended Credit Facility. The remaining $99,150 will be used for general corporate purposes and other expenses related to the Offering estimated to be $1,150. The principal amount of the Convertible Notes is payable in cash and amounts above the principal amount, if any, will be convertible into shares of the Company’s common stock or, at the Company’s option, cash. The Convertible Notes are convertible (1) under certain circumstances, which are tied to the price of the Company’s common stock, after September 30, 2007 and prior to February 1, 2012; (2) if the Company engages in certain corporate transactions; or (3) anytime from, and including, February 1, 2012 until the business day immediately preceding August 1, 2012.

Concurrent with the closing of the Offering, the Company amended certain covenants to allow for additional flexibility under its financial covenants which include: a maximum leverage ratio, a minimum interest coverage ratio and maximum capital expenditures and to allow for the Offering. The amendment to the Company’s senior credit facility also reduced the Company’s total senior credit facility commitments by the same amount of the gross proceeds from the Offering to $130,000. If the initial purchaser exercises its right to purchase an additional $30,000 aggregate principal amount of Convertible Notes to cover any over-allotments, the commitments under the Company’s senior credit facility will be reduced on a commensurate basis. The initial purchaser’s offer to purchase the additional Convertible Notes expires 30 days after the closing of the Offering.

On June 2, 2007, the West Virginia Department of Environmental Protection issued a permit for the Tygart No. 1 underground mine and preparation plant complex. On July 3, 2007, an environmentalist group filed an appeal of the permit with the West Virginia Surface Mining Board. The Company will vigorously defend this appeal.

This excerpt taken from the ICO 10-Q filed Aug 9, 2007.

(15) Subsequent Events

On July 16, 2007, the Company and its subsidiaries entered into a $25,000 bridge loan facility with a certain fund affiliated with WLR. The Company and its subsidiaries were jointly and severally liable for the loan, which was repaid on July 31, 2007.

On July 31, 2007, the Company completed a private offering (the “Offering”) of $195,000 aggregate principal amount of 9.00% Convertible Senior Notes due 2012 (the “Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company granted the initial purchaser a 30-day over-allotment option of up to an additional $30,000. The Convertible Notes are the Company’s senior unsecured obligations and are guaranteed on a senior unsecured basis by the Company’s material future and current domestic subsidiaries (the “Guarantors”). The Convertible Notes and the related guarantees rank equal in right of payment to all of the Company’s and the Guarantors’ respective existing and future unsecured senior indebtedness. Interest is payable semi-annually on February 1 and August 1. The Company received proceeds of $189,150, after deducting the initial purchaser’s discounts and commissions of $5,850. The Company used the net proceeds to repay the $25,000 bridge loan due to WLR and the $65,000 outstanding on its Amended Credit Facility. The remaining $99,150 will be used for general corporate purposes and other expenses related to the Offering estimated to be $1,150. The principal amount of the Convertible Notes is payable in cash and amounts above the principal amount, if any, will be convertible into shares of the Company’s common stock or, at the Company’s option, cash. The Convertible Notes are convertible (1) under certain circumstances, which are tied to the price of the Company’s common stock, after September 30, 2007 and prior to February 1, 2012; (2) if the Company engages in certain corporate transactions; or (3) anytime from, and including, February 1, 2012 until the business day immediately preceding August 1, 2012.

Concurrent with the closing of the Offering, the Company amended certain covenants to allow for additional flexibility under its financial covenants which include: a maximum leverage ratio, a minimum interest coverage ratio and maximum capital expenditures and to allow for the Offering. The amendment to the Company’s senior credit facility also reduced the Company’s total senior credit facility commitments by the same amount of the gross proceeds from the Offering to $130,000. If the initial purchaser exercises its right to purchase an additional $30,000 aggregate principal amount of Convertible Notes to cover any over-allotments, the commitments under the Company’s senior credit facility will be reduced on a commensurate basis. The initial purchaser’s offer to purchase the additional Convertible Notes expires 30 days after the closing of the Offering.

On June 2, 2007, the West Virginia Department of Environmental Protection issued a permit for the Tygart No. 1 underground mine and preparation plant complex. On July 3, 2007, an environmentalist group filed an appeal of the permit with the West Virginia Surface Mining Board. The Company will vigorously defend this appeal.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This excerpt taken from the ICO 10-Q filed Nov 14, 2006.

(20) Subsequent Events

On October 13, 2006, the Company concluded a transaction with a brokered coal supplier to terminate certain contractual coal delivery obligations effective as of December 31, 2006. The early termination resulted in proceeds of $7,000 which will be recorded as a gain to be included in other revenue during the fourth quarter of 2006.

 

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