Item 1.01. Entry into a Material Definitive Agreement.
On May 21, 2008, Patriot Coal Corporation (“Patriot”) entered into a Purchase Agreement (the “Purchase Agreement”) with Citigroup Global Markets Inc. and Lehman Brothers Inc., acting as representatives of a group of initial purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), with respect to its issuance and sale of $175 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2013 (the “Notes”). Patriot also granted the Initial Purchasers of the Notes a 30-day option, beginning on and including the pricing date, to purchase up to $25 million additional aggregate principal amount of the Notes to cover over-allotments, if any. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.
In connection with the offering of the Notes, Patriot entered into Amendment No. 2 (the “Credit Agreement Second Amendment”) dated as of May 19, 2008 among Patriot and the lenders party thereto entered into in connection with the Credit Agreement (the “Credit Agreement”) dated as of October 31, 2007, among Patriot, Bank of America, N.A., as administrative agent, L/C Issuer and Swing Line Lender, and the lenders party thereto, as amended by that certain Amendment No. 1 to the Credit Agreement dated as of April 2, 2008 among Patriot and the lenders party thereto. The Credit Agreement Second Amendment amends the Credit Agreement to, among other things, (i) clarify the parties’ intentions with respect to the permanent debt terms and the convertible debt terms referred to in the Credit Agreement, (ii) permit the permanent debt and the convertible debt to be incurred prior to the closing of the merger, and (iii) modify certain covenants and definitions to accommodate the issuance of the permanent debt and the convertible debt. The foregoing description of the Credit Agreement Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Second Amendment, which is filed as Exhibit 10.2 hereto, and is incorporated into this report by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
The Notes and the shares of common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and were offered only to “qualified institutional buyers” pursuant to Rule 144A promulgated under the Securities Act. The offering and sale of the Notes to the Initial Purchasers was made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits
