August 9, 2018
Kevin S. Crutchfield
Chief Executive Officer
Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
Re: Contura Energy, Inc.
Draft Registration Statement on Form S-4
Submitted July 16, 2018
CIK No. 0001704715
Dear Mr. Crutchfield:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Form S-4
Cover Page
1. Please disclose the total amount of securities offered. See Item 1 of
Form S-4 and Item
501(b)(2) of Regulation S-K.
Summary, page 7
2. Please provide Contura's contact information. See Item 3(a) of Form S-4.
Kevin S. Crutchfield
FirstName LastNameKevin S. Crutchfield
Contura Energy, Inc.
Comapany2018
August 9, NameContura Energy, Inc.
August 9, 2018 Page 2
Page 2
FirstName LastName
Material Contracts Between Contura and Alpha, page 133
3. Please describe the material terms of the 2016 asset purchase
agreement between Contura
and Alpha. See Item 6 of Form S-4.
The Coal Industry, page 160
4. We note you intend to sell your steam coal products domestically in
the Northern
& Central Appalachia markets. We also note you plan to market
metallurgical coals as
Mid-Vol and High-Vol A coals domestically or overseas either in the
Atlantic or Pacific
Seaborne Market regions. Please modify your filing to provide a chart
or graph presenting
the 5-year historical coal pricing for your targeted markets, e.g. the
Northern/Central
Appalachian or Mid-Vol and High-Vol A, and discuss the coal relevant
quality
specifications for these respective markets.
Coal Reserves, page 167
5. We note your reserves were audited by Marshall Miller & Associates.
They
reviewed/audited your reserve methodologies, assumptions, modifying
factors, and also
prepared an independent pro-forma economic analysis for your ultimate
coal reserve
determination. Please forward to our engineer as supplemental
information and not as
part of your filing, the audit report and pro-forma economic analysis
that establishes the
legal, technical, and economic feasibility of your materials
designated as reserves, as
required by Industry Guide 7(c).
To minimize the transfer of paper, please provide the requested
information on a CD or a
flash drive, formatted as Adobe PDF files and provide the name and
phone number for a
technical person our engineer may call, if he has technical questions
about your reserves.
In the event your company desires the return of this supplemental
material, please make a
written request with the letter of transmittal and include a pre-paid,
pre-addressed shipping
label to facilitate the return of the supplemental information. Please
note that you may
request the return of this information pursuant to the provisions of
Rule 418 (b) of
Regulation C.
If there are any questions concerning the above request, please phone
Mr. George K.
Schuler, Mining Engineer at (202) 551-3718.
Costs & Calculations, page 172
6. We note your reserves are classified based on the clean coal costs per
ton that are less than
the two-year historical sales price. Please state the two-year
historical sales price used in
your filing.
Kevin S. Crutchfield
FirstName LastNameKevin S. Crutchfield
Contura Energy, Inc.
Comapany2018
August 9, NameContura Energy, Inc.
August 9, 2018 Page 3
Page 3
FirstName LastName
Marketing, Sales and Customer Contracts, page 175
7. We note your risk factor disclosure on page 41 that Contura's largest
customer during the
year ended December 31, 2017 accounted for approximately 16% of its
total coal
revenues, and Alpha's largest customer (other than Contura) during the
year ended
December 31, 2017 accounted for approximately 28% of its total coal
revenues (excluding
coal revenues from sales to Contura). Please disclose the names these
largest customers
or advise. See Item 101(c)(1)(vii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations ANR
Cash Flows, page 251
8. You disclose that the net cash used in investing activities for ANR's
discontinued
operations was $202.8 million for the year ended December 31, 2017
which differs from
the $144.5 million disclosed on page F-106. Please tell us why these
amounts differ or
revise your disclosure.
Material United States Federal Income Tax Consequences of the Mergers, page 308
9. Because you represent that each merger will qualify as a
"reorganization" and a U.S.
Holder will not recognize any gain or loss upon the receipt of Contura
common stock,
please file a tax opinion. See Item 601(b)(8) of Regulation S-K. Also
provide disclosure
in the filing regarding the tax opinion. For guidance, see Section III
of Staff Legal
Bulletin No. 19 (CF).
Contura Financial Statements
(4) Discontinued Operations, page F-21
10. Please provide us with your analysis supporting your presentation of
the PRB operations
as a discontinued operation considering your Back-to-Back Coal Supply
Agreement with
the buyer.
Unaudited Pro Forma Combined Financial Information of Contura and Alpha
Unaudited Pro Forma Condensed Combined Statements of Operations, page F-182
11. Please present historical basic and diluted per share data based on
continuing operations
and pro forma basic and diluted per share data on the face of the pro
forma statements of
operations along with the number of shares used to compute such per
share data. Refer to
Article11-02(b)(7) of Regulation S-X.
Notes to Pro Forma Condensed Combined Financial Information
M. Adjustments to Asset Retirement Obligations, page F-189
12. We note that your pro forma adjustment to reflect the estimated fair
value of Alpha's asset
retirement obligation is increasing the liability from $53.3 million
to $199.6 million.
Kevin S. Crutchfield
Contura Energy, Inc.
August 9, 2018
Page 4
Please explain to us why this adjustment is so significant and include
the key assumptions
you have made.
You may contact Blaise Rhodes at 202-551-3774 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ken Schuler at 202-551-3718 if you have questions regarding comments on
the
engineering related matters. Please contact Michael Killoy at 202-551-7576 or
Brigitte
Lippmann at 202-551-3713 with any other questions.
Sincerely,
FirstName LastNameKevin S. Crutchfield Division of
Corporation Finance
Office of Beverages,
Apparel and
Comapany NameContura Energy, Inc.
Mining
August 9, 2018 Page 4
cc: Byron B. Rooney
FirstName LastName