MEE Massey Energy Co.

RICHMOND, Va., May 2, 2011 /PRNewswire/ -- Massey Energy Company (NYSE: MEE) today provided the following notice of conversion to the holders of its 3.25% Convertible Senior Notes due 2015:

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NOTICE IS HEREBY GIVEN that Massey Energy Company (the "Company") has entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2011, by and among the Company, Mountain Merger Sub, Inc. ("MergerSub"), a Delaware corporation and a wholly-owned subsidiary of Alpha Natural Resources, Inc. ("Parent"), a Delaware corporation, and Parent, whereby MergerSub shall merge with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Parent (such transaction, the "Merger").  As a result of the Merger and in accordance with (i) Section 106 of the Senior Indenture, dated as of August 12, 2008, as supplemented by the First Supplemental Indenture, dated as of August 12, 2008 (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated as of July 20, 2009, the Third Supplemental Indenture, dated as of August 28, 2009, the Fourth Supplemental Indenture, dated as of April 30, 2010 and the Fifth Supplemental Indenture, dated as of June 29, 2010 (collectively, the "Indenture"), by and among Massey Energy Company (the "Company"), the Guarantors identified therein and Wilmington Trust Company, as trustee, and (ii) Section 10.01(A) of the First Supplemental Indenture, all of the Company's outstanding 3.25% Convertible Senior Notes due 2015 (the "Convertible Notes") are hereby convertible at the option of each of the holders into consideration in (a) an amount up to 100% of the Convertible Notes' principal amount payable in cash plus (b) the excess of such amount, if any, payable at the election of (i) the Company, during the portion of the Convertibility Period (as defined below) prior to the actual effective date of the Merger or (ii) Parent, during the portion of the Convertibility Period on and after the actual effective date of the Merger, in cash, Company Securities or a combination of cash and Company Securities (as defined below) (such consideration, the "Conversion Property").

The Convertible Notes, as of the date hereof, shall be convertible into Conversion Property equal to 11.4542 shares of Company Securities per $1,000 principal amount of the Convertible Notes.  

In accordance with Section 10.01(A)(iv) of the First Supplemental Indenture, holders of the Convertible Notes shall have the right to convert their Convertible Notes into the Conversion Property during a period that begins 30 calendar days prior to the date originally announced as the anticipated effective date of the Merger and ends on the 31st calendar day after the actual effective date of the Merger (the "Convertibility Period").  The Convertibility Period may be extended but not shortened to the Fundamental Change Repurchase Date (as defined in the Indenture).    

Currently, the parties expect the effective date of the Merger to occur on June 1, 2011 (the "Tentative Closing Date"), therefore, holders of Convertible Notes shall have the right to elect to convert their Convertible Notes into the Conversion Property during the period beginning on May 2, 2011 (the "Initial Conversion Date") and ending no sooner than July 2, 2011 and no later than August 3, 2011 (or such later date if the parties consummate the Merger after June 1, 2011) (the "Tentative Ending Date") depending upon the date the Fundamental Change Notice (as such term is defined in the Indenture) is mailed to holders and depending on the date set as the Fundamental Change Repurchase Date.  

Holders should note that if Convertible Notes are surrendered for conversion during the Make-Whole Conversion Period (as defined in the Indenture), which period begins on, and includes, the actual effective date of the Merger and ends on, and includes, the date that is the earlier of (x) 41 business days after the actual effective date of the Merger, or (y) the Fundamental Change Repurchase Date (which date shall be no earlier than 20 calendar days after the effective date of the Merger), then such holders surrendering Convertible Notes will be entitled to receive as consideration for the Convertible Notes surrendered, the Conversion Property based on a conversion rate equal to the conversion rate then applicable per Convertible Note increased by the Make-Whole Applicable Increase (as such term is defined in the Indenture).

Holders should also note that, because the Company's, MergerSub's and Parent's obligations to consummate the Merger are subject to various conditions set forth in the Merger Agreement, the Company cannot be sure that the Merger will in fact occur at the time expected above, or at all.  If the Merger is not consummated then holders will not be eligible (i) to receive the Make-Whole Applicable Increase, (ii) to participate in the Fundamental Change Repurchase Right or (iii) to surrender notes for conversion after holders' receipt of notice of termination of the Merger transaction (unless the notes are otherwise convertible at that time).  

The term "Company Securities" (i) during the portion of the Convertibility Period prior to the actual effective date of the Merger, shall mean the common stock of the Company and (ii) during the portion of the Convertibility Period on and after the actual effective date of the Merger, shall mean the Reference Property (as such term is defined in the Indenture).  

In order to validly convert the Convertible Notes upon election, Holders must complete the following procedures:

The Conversion Agent for this transaction is Wilmington Trust Company and their address is as follows:

* No representation is made herein as to the accuracy or correctness of the CUSIP number printed herein or on the Convertible Notes.

Company Information

Massey Energy Company, headquartered in Richmond, Virginia, with operations in West Virginia, Kentucky and Virginia, is the largest coal producer in Central Appalachia and is included in the S&P 500 Index.

FORWARD-LOOKING STATEMENTS:  Certain statements in this press release constitute "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, and are intended to come within the safe harbor protection provided by those sections. Any forward-looking statements are also subject to a number of assumptions regarding, among other things, future economic, competitive and market conditions. These assumptions are based on facts and conditions as they exist at the time such statements are made as well as predictions as to future facts and conditions, the accurate prediction of which may be difficult and involve the assessment of circumstances or events beyond the Company's control. The Company disclaims any intent or obligation to update these forward-looking statements unless required by securities law, and the Company cautions the reader to not rely on them unduly. Caution must be exercised in relying on forward-looking statements including disclosures that use words such as "believe," "anticipate," "expect," "estimate," "intend," "may," "plan," "project," "will," and similar words or statements that are subject to risks, trends and uncertainties that could cause the Company's actual results to differ materially from the expectations expressed or implied in such forward-looking statements. Factors potentially contributing to such differences include, among others: the Company's cash flows, results of operation or financial condition; the successful completion of acquisition, disposition or financing transactions;  the impact of the Upper Big Branch mine explosion and the effect thereof on our business; our ability to successfully integrate the operations we acquire, including as a result of the acquisition of Cumberland; governmental policies, laws, regulatory actions and court decisions affecting the coal industry or our customers' coal usage; legal and administrative proceedings, settlements, investigations and claims and the availability of insurance coverage related thereto; inherent risks of coal mining beyond our control, including weather and geologic conditions or catastrophic weather-related damage; inherent complexities make it more difficult and costly to mine in Central Appalachia than in other parts of the United States; our production capabilities to meet market expectations and customer requirements; our ability to obtain coal from brokerage sources or contract miners in accordance with their contracts; our ability to obtain and renew permits necessary for our existing and planned operations in a timely manner; the cost and availability of transportation for our produced coal; our ability to expand our mining capacity; our ability to manage production costs, including labor costs; adjustments made in price, volume or terms to existing coal supply agreements; the worldwide market demand for coal, electricity and steel; environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy such as natural gas and nuclear energy; competition among coal and other energy producers, in the United States and internationally; our ability to timely obtain necessary supplies and equipment; our reliance upon and relationships with our customers and suppliers; the creditworthiness of our customers and suppliers; our ability to attract, train and retain a skilled workforce to meet replacement or expansion needs; our assumptions and projections concerning economically recoverable coal reserve estimates; our failure to enter into anticipated new contracts; future economic or capital market conditions; foreign currency fluctuations; the availability and costs of credit, surety bonds and letters of credit that we require; the lack of insurance against all potential operating risks; our assumptions and projections regarding pension and other post-retirement benefit liabilities; our interpretation and application of accounting literature related to mining specific issues; our assumptions concerning economically recoverable coal reserve estimates, and the successful implementation of our strategic plans and objectives for future operations and expansion or consolidation.

Additional information concerning these and other factors can be found in press releases and Massey's public filings with the Securities and Exchange Commission, including Massey's Annual Report on Form 10-K for the year ended December 31, 2010, which was filed on March 1, 2011 and subsequently filed interim reports.  Massey's filings are available either publicly, on the Investor Relations page of Massey's website, www.masseyenergyco.com, or upon request from Massey's Investor Relations Department: (866) 814-6512 (toll free).  For further information, please visit Massey's website at www.masseyenergyco.com.

SOURCE Massey Energy Company