sctovt
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement
under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
INTERNATIONAL COAL GROUP,
INC.
(Name of Subject
Company)
ATLAS ACQUISITION
CORP.
ARCH COAL, INC.
(Names of Filing
Persons — Offeror)
Common Stock, Par Value $0.01 Per Share
(Title of Class of
Securities)
45928H106
(CUSIP Number of Class of
Securities)
Robert G. Jones
Senior Vice President — Law, General
Counsel & Secretary
Jon S. Ploetz
Assistant General Counsel and Assistant Secretary
One CityPlace Dr., Suite 300
St. Louis, MO 63141
(314) 994-2700
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copies to:
Mario A. Ponce
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York
10017-63954
Telephone:
(212) 455-2000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$3,044,605,405.88
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$353,478.69
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* |
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The transaction valuation is an estimate calculated solely for
purposes of determining the amount of the filing fee. The
transaction valuation is equal to the sum of (a) an amount
equal to $14.60, the per share tender offer price, multiplied by
the sum of (1) 204,175,202, the number of shares of common
stock issued and outstanding (including 1,099,651 shares of
restricted stock and not including 96,914 shares of common
stock held in treasury), and (2) 353,927, the number of
shares of common stock subject to issued and outstanding
restricted share unit awards, plus (b) an amount equal to
6,315,348, the number of shares of common stock subject to
outstanding stock options with an exercise price less than
$14.60, multiplied by the difference of $14.60 and $5.34, the
average weighted exercise price of the outstanding stock options
with exercise prices less than $14.60. The share figures in this
transaction valuation are as of May 12, 2011, the most
recent practicable date. |
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** |
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The amount of the filing fee is calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee
Advisory #5 for fiscal year 2011, issued December 22, 2010,
by multiplying the transaction valuation by 0.0001161. |
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Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing. |
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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þ
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer. o
This Tender Offer Statement on Schedule TO (the
“Schedule TO”) relates to the offer by
Atlas Acquisition Corp., a Delaware corporation (“Merger
Sub”) and a wholly owned subsidiary of Arch Coal, Inc.,
a Delaware corporation (“Arch”), to purchase
all outstanding shares of common stock, par value $0.01 per
share (the “Shares”), of International Coal
Group, Inc., a Delaware corporation (“ICG”), at
$14.60 per Share, net to the seller in cash, without interest
and less any applicable withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated May 16, 2011 (the “Offer to
Purchase”), and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1)(A) and
(a)(1)(B), respectively (which, together with any amendments or
supplements thereto, collectively constitute the
“Offer”).
Pursuant to General Instruction F to Schedule TO, the
information contained in the Offer to Purchase, including all
schedules and annexes to the Offer to Purchase, is hereby
expressly incorporated in this Schedule TO by reference in
response to Items 1 through 11 of this Schedule TO and
is supplemented by the information specifically provided for in
this Schedule TO.
The Agreement and Plan of Merger, dated as of May 2, 2011,
among Arch, Merger Sub and ICG (the “Merger
Agreement”), a copy of which is attached as Exhibit
(d)(1) hereto, the
Non-Disclosure
Agreement, dated as of February 25, 2011, between ICG and
Arch, a copy of which is attached as Exhibit (d)(4) hereto, and
the Letter Agreement, dated as of March 15, 2011, between
ICG and Arch, a copy of which is attached as Exhibit (d)(5)
hereto, are incorporated herein by reference with respect to
Items 5 and 11 of this Schedule TO.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is
International Coal Group, Inc., a Delaware corporation.
ICG’s principal executive offices are located at
300 Corporate Centre Drive, Scott Depot, WV 25560.
ICG’s telephone number at such address is
(304) 760-2400.
(b) This Schedule TO relates to the Offer by the
Merger Sub to purchase all issued and outstanding Shares for
$14.60 per Share, net to the seller in cash, without interest
thereon and less any applicable withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal. The
information set forth in the section of the Offer to Purchase
entitled “Introduction” is incorporated in this
Schedule TO by reference. According to ICG, as of
May 12, 2011, there were 204,175,202 Shares issued and
outstanding (including 1,099,651 shares of restricted stock
and not including 96,914 shares of common stock held in
treasury).
(c) The information set forth in Section 6 —
“Price Range of Shares” of the Offer to Purchase is
incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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(a)-(c) This Schedule TO is filed by Arch and Merger Sub.
The information set forth in Section 9 —
“Certain Information Concerning Arch and Merger Sub”
in the Offer to Purchase and in Schedule I of the Offer to
Purchase is incorporated herein by reference.
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Item 4.
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Terms
of the Transaction.
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(a)(1)(i)-(viii), (xii) The information set forth in the
section of the Offer to Purchase entitled
“Introduction” and in Sections 1, 2, 3, 4, 5, 7
and 15 — “Terms of the Offer,”
“Acceptance for Payment and Payment,” “Procedure
for Tendering Shares,” “Withdrawal Rights,”
“Material U.S. Federal Income Tax
Considerations,” “Possible Effects of the Offer on the
Market for the Shares; Stock Exchange Listing; Registration
under the Exchange Act; Margin Regulations” and
“Conditions to the Offer” of the Offer to Purchase is
incorporated in this Schedule TO by reference.
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(a)(1)(ix), (x) and (xi) Not applicable.
(a)(2)(i)-(iv) and (vii) The information set forth in
Sections 5, 11, 12 and 13 — “Material
U.S. Federal Income Tax Considerations,”
“Background of the Offer; Contacts with ICG,”
“Purpose of the Offer; Plans for ICG; Appraisal
Rights” and “The Transaction Documents” of the
Offer to Purchase is incorporated in this Schedule TO by
reference.
(a)(2)(v)-(vi) Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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The information set forth in the sections of the Offer to
Purchase entitled “Introduction,” and Sections 9,
11, 12 and 13 — “Certain Information Concerning
Arch and Merger Sub,” “Background of the Offer;
Contacts with ICG,” “Purpose of the Offer; Plans for
ICG; Appraisal Rights” and “The Transaction
Documents” of the Offer to Purchase is incorporated herein
by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a), (c)(1), (c)(3-7) The information set forth in the sections
of the Offer to Purchase entitled “Introduction,” and
Sections 6, 7, 12, 13 and 14 — “Price Range
of Shares,” “Possible Effects of the Offer on the
Market for the Shares; Stock Exchange Listing; Registration
under the Exchange Act; Margin Regulations,” “Purpose
of the Offer; Plans for ICG; Appraisal Rights,” “The
Transaction Documents” and “Dividends and
Distributions” of the Offer to Purchase is incorporated
herein by reference.
(c)(2) None.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth in Section 10 —
“Source and Amount of Funds” of the Offer to Purchase
is incorporated herein by reference.
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Item 8.
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Interests
in Securities of the Subject Company.
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The information set forth in the section of the Offer to
Purchase entitled “Introduction,” and Sections 9,
12 and 13 — “Certain Information Concerning Arch
and Merger Sub,” “Purpose of the Offer; Plans for ICG;
Appraisal Rights,” and “The Transaction
Documents” of the Offer to Purchase is incorporated herein
by reference.
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Item 9.
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Persons/Assets
Retained, Employed, Compensated or Used.
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The information set forth in the section of the Offer to
Purchase entitled “Introduction” and Sections 11
and 17 — “Background of the Offer; Contacts with
ICG” and “Fees and Expenses” of the Offer to
Purchase is incorporated herein by reference.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)(1) The information set forth in Sections 9, 12 and
13 — “Certain Information Concerning Arch and
Merger Sub,” “Purpose of the Offer; Plans for ICG;
Appraisal Rights” and “The Transaction Documents”
of the Offer to Purchase is incorporated in this
Schedule TO by reference.
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(a)(2), (a)(3) The information set forth in Sections 12, 15
and 16 — “Purpose of the Offer; Plans for ICG;
Appraisal Rights,” “Conditions to the Offer” and
“Certain Legal Matters; Regulatory Approvals” of the
Offer to Purchase is incorporated in this Schedule TO by
reference.
(a)(4) The information set forth in Section 7 —
“Possible Effects of the Offer on the Market for the
Shares; Stock Exchange Listing; Registration under the Exchange
Act; Margin Regulations” of the Offer to Purchase is
incorporated in this Schedule TO by reference.
(a)(5) The information set forth in Section 16 —
“Certain Legal Matters; Regulatory Approvals” of the
Offer to Purchase is incorporated in this Schedule TO by
reference.
(c) The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase dated May 16, 2011.
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(a)(1)(B)
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Letter of Transmittal (including
Form W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(F)
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Summary Newspaper Advertisement published in The Wall Street
Journal on May 16, 2011.
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(a)(5)(A)
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Joint Press Release issued by Arch Coal, Inc. and International
Coal Group, Inc. on May 2, 2011 (incorporated in this
Schedule TO by reference to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(a)(5)(B)
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Transcript of Investor Call regarding announcement of Merger
Agreement (incorporated in this Schedule TO by reference to
the
Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011).
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(a)(5)(C)
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Investor Presentation (incorporated in this Schedule TO by
reference to the
Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011).
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(a)(5)(D)
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Press Release issued by Arch Coal, Inc. on May 16, 2011
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(b)(1)
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Debt Commitment Letter dated as of May 2, 2011 by and among
Morgan Stanley Senior Funding, Inc., PNC Bank, National
Association, PNC Capital Markets LLC and Arch Coal, Inc.
(incorporated in this Schedule TO by reference to the
Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(1)
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Agreement and Plan of Merger dated as of May 2, 2011 among
Arch Coal, Inc., Atlas Acquisition Corp. and International Coal
Group, Inc. (incorporated in this Schedule TO by reference
to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(2)
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Tender and Voting Agreement dated as of May 2, 2011 by and
among Arch Coal, Inc., Atlas Acquisition Corp. and certain
stockholders of International Coal Group, Inc. (incorporated in
this Schedule TO by reference to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(3)
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Tender and Voting Agreement dated as of May 2, 2011 by and
among Arch Coal, Inc., Atlas Acquisition Corp. and certain
stockholders of International Coal Group, Inc. (incorporated in
this Schedule TO by reference to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(4)
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Non-Disclosure Agreement dated as of February 25, 2011
between International Coal Group, Inc. and Arch Coal, Inc.
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(d)(5)
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Letter Agreement dated as of March 15, 2011 between
International Coal Group, Inc. and Arch Coal, Inc.
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(g)
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Not applicable.
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(h)
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Not applicable.
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4
SIGNATURES
After due inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
ATLAS ACQUISITION CORP.
Name: John W. Eaves
ARCH COAL, INC.
Name: John W. Eaves
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Title:
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President and Chief Operating Officer
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Date: May 16, 2011
5
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase dated May 16, 2011.
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(a)(1)(B)
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Letter of Transmittal (including
Form W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(1)(F)
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Summary Newspaper Advertisement published in The Wall Street
Journal on May 16, 2011.
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(a)(5)(A)
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Joint Press Release issued by Arch Coal, Inc. and International
Coal Group, Inc. on May 2, 2011 (incorporated in this
Schedule TO by reference to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(a)(5)(B)
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Transcript of Investor Call regarding announcement of Merger
Agreement (incorporated in this Schedule TO by reference to
the
Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011).
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(a)(5)(C)
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Investor Presentation (incorporated in this Schedule TO by
reference to the
Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011).
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(a)(5)(D)
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Press Release issued by Arch Coal, Inc. on May 16, 2011
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(b)(1)
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Debt Commitment Letter dated as of May 2, 2011 by and among
Morgan Stanley Senior Funding, Inc., PNC Bank, National
Association, PNC Capital Markets LLC and Arch Coal, Inc.
(incorporated in this Schedule TO by reference to the
Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(1)
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Agreement and Plan of Merger dated as of May 2, 2011 among
Arch Coal, Inc., Atlas Acquisition Corp. and International Coal
Group, Inc. (incorporated in this Schedule TO by reference
to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(2)
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Tender and Voting Agreement dated as of May 2, 2011 by and
among Arch Coal, Inc., Atlas Acquisition Corp. and certain
stockholders of International Coal Group, Inc. (incorporated in
this Schedule TO by reference to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(3)
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Tender and Voting Agreement dated as of May 2, 2011 by and
among Arch Coal, Inc., Atlas Acquisition Corp. and certain
stockholders of International Coal Group, Inc. (incorporated in
this Schedule TO by reference to the Current Report on
Form 8-K
filed by Arch Coal, Inc. on May 3, 2011).
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(d)(4)
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Non-Disclosure Agreement dated as of February 25, 2011
between International Coal Group, Inc. and Arch Coal, Inc.
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(d)(5)
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Letter Agreement dated as of March 15, 2011 between
International Coal Group, Inc. and Arch Coal, Inc.
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(g)
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Not applicable.
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(h)
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Not applicable.
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