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Alpha Natural Resources Announces Planned Capital Streamlining; Joint Annual Meeting to be Held on February 15, 2018

KINGSPORT, Tenn., Jan. 8, 2018 /PRNewswire/ -- ANR, Inc. ("ANR") and Alpha Natural Resources Holdings, Inc. ("Holdings" and together with ANR, "Alpha") today announced the release of a Joint Proxy Statement/Offering Memorandum associated with Alpha's joint annual meeting of stockholders to be held on February 15, 2018, in New York, New York. Stockholders are being asked to approve a proposed transaction to streamline the company's capital structure by a reclassification pursuant to which outstanding shares of the existing classes and series of stock would be exchanged for new shares at different exchange ratios, approve related amendments to Alpha's charter documents, and vote on Directors for each company.

Alpha has already received commitments from stockholders holding a majority of the outstanding preferred stock and common stock to support the reclassification proposal.  Alpha therefore expects that it will receive the requisite stockholder approvals at the joint annual meeting, and that upon completion of the reclassifications, Holdings will have a single trading class of common stock, compared to its current capital structure of common stock and two series of preferred stock, all of which trade, and ANR will have two classes of common stock (one of which would trade), compared to its current capital structure of three classes of common stock, one of which trades, and two series of preferred stock, both of which trade. 

The reclassification of each of ANR and Holdings provides for the following exchange ratios for outstanding classes/series of stock: 

Company

Stock Class

Stock Ticker

New Stock Class

Exchange Ratios*

Alpha Natural Resources Holdings, Inc.

Preferred A

ALHAP

New Holdings Common

0.3440x

Alpha Natural Resources Holdings, Inc.

Preferred B

ALDDP

New Holdings Common

0.4223x

Alpha Natural Resources Holdings, Inc.

Common

ALHA

New Holdings Common

0.2658x

ANR, Inc.

Preferred A

ANNNP

New ANR Class C-1 Common

1.2940x

ANR, Inc.

Preferred B

ADDLP

New ANR Class C-1 Common

1.5888x

ANR, Inc.

Common C-1

ANNNC

New ANR Class C-1 Common

1.0000x

ANR, Inc.

Common C-2

N/A

New ANR Class C-2 Common

1.4078x

ANR, Inc.

Common C-3

N/A

New ANR Class C-1 Common

1.1173x

*Each share of the existing stock class/series is multiplied by this ratio to determine the number of shares to be received in the reclassification.

Only holders of record as of the close of business on December 28, 2017, will be eligible to vote on the proposals contained in the Joint Proxy Statement/Offering Memorandum.

About Alpha Natural Resources 
Alpha Natural Resources has affiliate mining operations in seven counties in West Virginia, and supplies metallurgical coal to the steel industry and thermal coal to generate power. ANR has offices in Kingsport, Tennessee, and Julian, West Virginia, which support approximately 20 active mining operations. Alpha is committed to being a leader in mine safety and an environmental steward in the communities where its affiliates operate. For more information, visit Alpha's website (www.alphanr.com).  

Note Regarding Forward-Looking Statements
This news release contains "forward-looking statements." All statements, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including statements about the proposed reclassifications and the expected benefits of the proposed reclassifications, are forward-looking statements.  Forward-looking statements may be identified by the use of words, such as "potential", "expect", "intend", "plan", "may", "subject to", "continues", "if" and similar words and phrases.  Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly disclose any updates to these forward‑looking statements.  All statements regarding the proposed reclassifications and expected benefits, the likelihood of satisfaction of certain conditions to the completion of the reclassifications, whether and when the reclassifications will be completed, and expected future performance are forward looking.  These risks and uncertainties are discussed in our annual and quarterly reports. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business.

Important Additional Information
The proposed reclassifications are being made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") contained in Section 3(a)(9) of the Securities Act.  Alpha is not filing a registration statement under the Securities Act or any other federal or state securities laws with respect to new common shares.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed reclassifications are being made pursuant to the Joint Proxy Statement/Offering Memorandum. Stockholders are urged to read the Joint Proxy Statement/Offering Memorandum because it contains important information.  Stockholders will be able to obtain a free copy of the Joint Proxy Statement/Offering Memorandum, as well as other information about Alpha, by contacting Alpha's Investor Relations department by telephone at (423) 723-8980 or by email at IR@alphanr.com.

None of Alpha's common or preferred stock is registered with the U.S. Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, and Alpha does not file annual, quarterly or current reports or proxy statements with the SEC.

Cision View original content:http://www.prnewswire.com/news-releases/alpha-natural-resources-announces-planned-capital-streamlining-joint-annual-meeting-to-be-held-on-february-15-2018-300579426.html

SOURCE Alpha Natural Resources

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