Alpha Natural solicits consents for Foundation PA Coal's 7¼% notes

By Jennifer Chiou

New York, July 1 - Alpha Natural Resources, Inc. announced the start of a consent solicitation for Foundation PA Coal Co., LLC's 7¼% senior notes due 2014.

On June 19, Alpha and Foundation Coal Holdings, Inc., the indirect parent of Foundation PA, announced that the Hart-Scott-Rodino waiting period ended in their proposed merger. Both companies will hold special meetings of their respective shareholders on July 31 for the purpose of approving the transaction.

In May, the companies agreed to combine in an all-stock transaction valued at $2 billion to form the third-largest coal producer in the United States. Foundation stockholders will receive 1.084 shares of the new company for each share of Foundation. Each Alpha share will automatically become one share of the combined company.

The purpose of the solicitation is to amend the note indenture to provide New Alpha with greater operating and financial flexibility after the merger.

Those who deliver consents will receive $7.50 for each $1,000 principal amount of notes.

The consent solicitation ends at 5 p.m. ET on July 14.

The completion of the merger is not conditioned on the solicitation.

Citigroup Global Markets Inc. is the solicitation agent (800 558-3745 or call collect 212 723-6106). Global Bondholder Services Corp. is the information agent and tabulation agent (866 387-1500 or call collect 212 430-3774).

Foundation is a Linthicum Heights, Md.-based coal producer. Alpha Natural Resources, located in Abingdon, Va., supplies Appalachian coal to the steel industry, electric utilities and other industries.

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