UMWA - United Mine Workers of America

10/29/2019 | Press release | Distributed by Public on 10/29/2019 07:53

MURRAY ENERGY HOLDINGS CO. ENTERS INTO RESTRUCTURING SUPPORT AGREEMENT WITH MEMBERS OF AD HOC LENDER GROUP AND FILES CHAPTER 11 TO ACCESS $350 MILLION IN NEW MONEY DIP FINANCING

FOR IMMEDIATE RELEASE

October 29, 2019

CONTACT: [email protected]

On October 29, 2019, Murray Energy Holdings Co. ('Murray Energy' or the 'Company') announced that Murray Energy and certain of its subsidiaries entered into a Restructuring Support Agreement (the 'RSA') with an ad hoc lender group (the 'Ad Hoc Lender Group') holding more than 60% of the approximately $1.7 billion in claims under the Company's Superpriority Credit and Guaranty Agreement.

To implement the RSA, Murray Energy, including certain of its subsidiaries, filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Ohio (the 'Bankruptcy Court') on October 29, 2019 (collectively, the 'Chapter 11 Cases').

Voluntary petitions have also been filed for all of the Company's main operating subsidiaries, including American Energy Corporation, The Harrison County Coal Company, The Marion County Coal Company, The Marshall County Coal Company, The Monongalia County Coal Company, The Ohio County Coal Company, UtahAmerican Energy, Inc., Murray South America, Inc., The Muhlenberg County Coal Company and The Western Kentucky Coal Company, LLC, which operate mining complexes located in Ohio, West Virginia, Utah, Kentucky and Colombia.

Foresight Energy LP (NYSE: FELP) and Foresight Energy GP LLC, including their direct and indirect subsidiaries, as well as Murray Metallurgical Coal Holdings, LLC, Murray Eagle Mining, LLC, Murray Alabama Minerals, LLC, Murray Maple Eagle Coal, LLC, Murray Alabama Coal, LLC and Murray Oak Grove, LLC did not file voluntary petitions and are not part of the Company's Chapter 11 Cases.

New Money DIP Financing and RSA Terms

The Company intends to finance its operations throughout Chapter 11 with cash on hand and access to a $350 million new money debtor-in-possession financing facility (the 'DIP Facility'), subject to Bankruptcy Court approval. Lenders party to the RSA have committed to provide the full amount of the DIP Facility, and other Lenders under the Company's Superpriority Credit and Murray Energy Press Release October 29, 2019 Page 2 Guaranty Agreement will be given the opportunity to provide funding under the DIP Facility. The proceeds of the DIP Facility will be used to refinance borrowings under the Company's existing ABL credit facility and to support ordinary course operations and payments to employees and suppliers throughout the restructuring process.

Under the RSA, the Ad Hoc Lender Group has agreed to form a new entity ('Murray NewCo') to serve as a 'stalking horse bidder' to acquire substantially all of the Company's assets by credit bidding its debt under a Chapter 11 plan, subject to an overbid process. The RSA contemplates that substantially all of the Company's prepetition funded debt will be eliminated. The RSA further contemplates that Mr. Robert E. Murray will be named Chairman of the Board of Murray NewCo and Mr. Robert D. Moore will be President and CEO of Murray NewCo. The Company has agreed to comply with certain milestones related to implementing its Chapter 11 plan and related sale process under the DIP Facility and RSA.

Robert D. Moore Named President and CEO

In connection with the RSA and DIP Facility, as of today's petition date, Mr. Robert D. Moore has been named President and CEO of Murray Energy and Murray Energy Corporation.

Mr. Moore said, 'We appreciate the support of our lenders for this process, many of whom have been invested with the Company for a long time. I am confident the DIP Facility provides the Company with adequate liquidity to get payments to our valued trade partners and continue operating in the normal course of business without any anticipated impact to production levels.' Company founder Mr. Robert E. Murray noted, 'Although a bankruptcy filing is not an easy decision, it became necessary to access liquidity and best position Murray Energy and its affiliates for the future of our employees and customers and our long term success.'

The Company has filed first day motions with the Bankruptcy Court that when granted will enable day-to-day operations to continue uninterrupted.

Kirkland & Ellis LLP is acting as legal counsel to Murray Energy; Evercore is acting as investment banker; and Alvarez & Marsal is acting as financial advisor.

Davis Polk & Wardwell LLP is acting as legal counsel and Houlihan Lokey Capital, Inc. is acting as investment banker to the Ad Hoc Lender Group.

Additional information, including court filings and other documents related to the reorganization proceedings, will be available on a website administered by the Company's claims agent, Prime Clerk LLC, at https://cases.primeclerk.com/MurrayEnergy.

Murray Energy Posts Information Provided to Certain Lenders and Bondholders to its Website

The Company has posted certain previously undisclosed material to its website to satisfy its disclosure obligations under confidentiality agreements with certain lenders under its Superpriority Murray Energy Press Release October 29, 2019 Page 3 Credit and Guaranty Agreement, certain lenders under its ABL and FILO credit facilities and certain holders of its second lien notes. Such information can be viewed at the Investors portion of the Company's website located at murrayenergycorp.com/investors.

Further inquiries should be directed to [email protected].

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