Westmoreland Coal Company (Westmoreland) and Westmoreland Resource Partners, LP (WMLP) announced that Westmoreland’s wholly owned subsidiary, Westmoreland Coal Company Asset Corporation, has commenced a tender offer to purchase all of the publicly held common units of WMLP not currently owned by Westmoreland or its affiliates for US$0.01 per common unit in cash, without interest, less any applicable withholding taxes.
Westmoreland currently owns all of the general partner interest in WMLP and holds equity securities that are convertible into common units in an amount that would constitute an approximately 94.4% beneficial limited partner interest in WMLP on an as converted basis. The tender offer will expire on 13 March 2019, unless the offer is extended in accordance with its terms.
Westmoreland and WMLP believe that this transaction should be carefully considered by the holders of WMLP common units (in consultation with their tax advisors) as it is possible this transaction may help common units holders avoid or reduce substantial cancellation of debt income within the meaning of Section 61(a)(12) of the Internal Revenue Code of 1986, as amended, that could result from the resolution of WMLP’s bankruptcy process.
There can be no assurance that the tender offer will be completed. The tender offer is conditioned upon, among other things, approval from the United States Bankruptcy Court for the Southern District of Texas.
The tender offer is not subject to a financing condition. Westmoreland expects to pay the offer consideration from cash on hand.
Tenders of common units must be made prior to the expiration of the offer and tenders may be withdrawn at any time prior to the expiration of the offer or, if not previously accepted for payment, after 11 April 2019.
The offer to purchase, letter of transmittal and related documents will be mailed to unitholders of record of WMLP and will also be made available for distribution to beneficial owners of WMLP common units.
Read the article online at: https://www.worldcoal.com/coal/19022019/westmoreland-subsidiary-commences-tender-offer/