Item 1.03 Bankruptcy or Receivership
Emergence from Chapter 11
As previously disclosed, on October 9, 2018, Westmoreland Coal Company (“Westmoreland” or the “Company”) and certain of its subsidiaries, including Westmoreland Resource Partners, LP, a Delaware limited partnership (“WMLP”), filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On March 1, the Company and certain of its subsidiaries not including WMLP (collectively, the “WLB Debtors”) filed with the Bankruptcy Court a proposed chapter 11 plan (as it may be amended, modified or supplemented from time to time, the “Plan”).
On March 2, 2019, the Bankruptcy Court entered an order approving and confirming the Plan (the “Confirmation Order”). Copies of the Confirmation Order and Plan were included as exhibits to the Current Report on Form8-K filed by the Company with the Securities and Exchange Commission on March 4, 2019.
On March 15, 2019 (the “Plan Effective Date”), the WLB Debtors satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan and consummated the Plan, including the sale of substantially all of their assets to a new entity created and controlled by the WLB Debtors’ first lien creditors (the “Purchaser”), and the WLB Debtors emerged from their Chapter 11 cases.
Item 3.03 Material Modification to Rights of Security Holders
Pursuant to the Plan and the Confirmation Order, on the Post-Closing Reconciliation Date (as defined in the Plan), which is expected to take place after the sale of the remaining assets of WMLP and certain of its subsidiaries (the “WMLP Debtors”), but no later than two years after the Plan Effective Date, all equity interests in the Company (including outstanding shares of preferred stock, common stock, options, warrants or contractual or other rights to acquire any equity interests in the Company) are to be cancelled and will not be entitled to receive any distributions on account of such equity interests. Until such time, the equity interests in the Company will remain outstanding.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Plan and the Confirmation Order, the existing Board of Directors of the Company and any remaining officers of the Company were terminated as of the Plan Effective Date and Mr. Jeffrey S. Stein was appointed as the sole officer and director of the Company.
Item 7.01 Regulation FD Disclosure
On March 15, 2019, the Company issued a press release announcing its emergence from the Chapter 11 Cases. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein and in the Exhibits that are not historical facts are forward-looking statements. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target” or “continue,” the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.
These forward-looking statements relate, in part, to the risks and uncertainties relating to the WMLP Debtors’ ability to develop and consummate one or more plans under chapter 11 of the Bankruptcy Code with respect to the WMLP Debtors’ chapter 11
