| Item 7.01. | Regulation FD Disclosure. |
Disclosure of Information Pursuant to Confidentiality Agreements
During the month of July 2018, Westmoreland Coal Company (the “Company”) began discussions with members of an ad hoc group of noteholders and lenders (the “Ad Hoc Group”) concerning a potential transaction involving the Company or any of the Company’s outstanding indebtedness. The Company executed various confidentiality agreements (as amended, the “Confidentiality Agreements”) with certain members of the Ad Hoc Group to facilitate discussions concerning such potential transactions.
Pursuant to the Confidentiality Agreements, the Company agreed to publicly disclose certain materialnon-public information disclosed to certain members of the Ad Hoc Group, upon the occurrence of certain events set forth in the Confidentiality Agreements, including the filing of the Bankruptcy Petitions. Pursuant to the Confidentiality Agreements, the Company made public disclosure of certain information shared with certain members of the Ad Hoc Group on October 9, 2018. The Company subsequently executed new Confidentiality Agreements with certain members of the Ad Hoc Group to facilitate additional discussions during the restructuring. A presentation containing certain information that has been shared with certain members of the Ad Hoc Group subsequent to October 9, 2018 and other relevant information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additionally, holders and potential holders of the Company’s indebtedness have the ability to access more detailed financial projections and performance optimization information in a virtual data room. Such information is specifically designated“Non-Cleansing Information” and is accessible only to those persons who (a) represent that they are holders of the Company’s indebtedness or considering the purchase of the Company’s indebtedness in the ordinary course of their business, (b) subject to certain permitted disclosures, agree to maintain the confidentiality of the“Non-Cleansing Information,” and (c) agree to use the“Non-Cleansing Information” solely for purposes of trading or potential trading in the Company’s indebtedness and for no other competitive purposes. To request access to such data room, please contact WCCNonCleansingInfoVDR@kirkland.com.
The information included in this Current Report on Form8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
As previously disclosed, on October 9, 2018, the Company and certain of its subsidiaries (collectively, the “Debtors”), including Westmoreland Resources GP, LLC (“WMGP”), Westmoreland Resource Partners, LP (“WMLP” and, collectively with WMGP and their respective subsidiaries, the “WMLP Debtors” and, such Debtors other than the WMLP Debtors, the “WLB Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Company’s Canadian entities and Westmoreland Risk Management, Inc. are excluded from the Bankruptcy Petitions. The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are jointly administered under the captionIn re Westmoreland Coal Company, et al. During the pendency of the Chapter 11 Cases, the Debtors are operating their businesses as“debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On December 18, 2018, the Bankruptcy Court approved the disclosure statement (the “Disclosure Statement”) with respect to the Joint Chapter 11 Plan of Westmoreland Coal Company and Certain of Its Debtor Affiliates (the “Plan”). The Plan is not proposed by the WMLP Debtors and does not restructure the funded indebtedness of the WMLP Debtors. The Bankruptcy Court also approved the related solicitation procedures and materials and authorized the WLB Debtors to commence soliciting creditors and holders of equity interests entitled to vote to accept or reject the Plan.
The Plan provides for a global compromise and settlement of all claims, interests, causes of action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The WLB Debtors recommend that holders of claims refer to the limitations, risk factors and qualifications included in the Plan and the Disclosure Statement, as applicable, with respect to the information contained therein. Information contained in the Plan and the Disclosure Statement is subject to change, whether as a result of amendments to the Plan, requirements by the Bankruptcy Court, actions of third parties, or otherwise.
