Audley Capital Comments on ISS Report Regarding Walter Energy
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Urges Stockholders to Vote 'FOR? ALL of Audley Capital′s
Highly-Qualified Director Nominees on the GOLD
Proxy Card
Audley Capital Advisors LLP (including certain related funds and
investment vehicles, 'Audley Capital?) today issued the following
statement regarding the report on Walter Energy, Inc. (NYSE: WLT) (TSX:
WLT) ('Walter Energy? or 'the Company?) issued by Institutional
Shareholder Services ('ISS?) on April 12, 2013. Audley Capital is
continuing to urge stockholders to vote FOR its five nominees for
election to the Board of Directors at the Company′s upcoming 2013 Annual
Meeting of Stockholders on April 25, 2013.
'ISS, and its peer Glass Lewis, both recognize the significant
operational and financial issues at Walter Energy. Unfortunately, they
buy into the Company′s argument that declining metallurgical coal prices
are to blame instead of recognizing that many of these problems are
self-inflicted,? said Julian Treger, Managing Partner of Audley Capital
Advisors. 'From the beginning, we have maintained that we are giving
stockholders a choice. Stockholders can choose to change nothing and
continue on with a Board that has made excuses, missed tremendous value
creation opportunities, failed to expand into new growth markets,
continued to stress the balance sheet and pinned its hopes on met coal
price recovery. Or, instead, stockholders can choose to elect our slate
of individuals with broad global industry and capital markets experience
that would elevate the skill level of the Walter Energy Board and seek
initiatives to accelerate a stabilization of the Company and position it
for far superior value creation in the face of a sustained recovery in
met coal pricing.?
Added Treger, 'Stockholders are encouraged to look at each and every
director nominee put forward and judge who can serve them best. We
believe we have put forward truly dynamic individuals that have created
tremendous value as operators, fiduciaries and investors. This is not a
statement the current Board can make regarding the disappointing record
of Walter Energy. We are optimistic that stockholders, tired of their
underperforming investment, will support change and elect Audley′s
nominees on April 25, 2013.?
In its analysis ISS stated*:
- 'There is no question that Walter Energy has performed poorly on an
absolute basis over the most recent cyclical downturn in the coal
industry.? - 'When compared to a global index of metallurgical coal producers
compiled by Bloomberg, Walter Energy underperforms the index over the
three year period?? - 'Walter Energy seemed to track the price of metallurgical coal
fairly closely until April 2011, when it acquired Western Coal. Since
then, Walter Energy′s decline has outpaced the decline of
metallurgical coal prices, perhaps due to the increased financial
leverage it took on in the acquisition. Walter Energy fully wrote off
the acquisition′s goodwill in November 2012 with a $1.1 billion
impairment charge.? - 'The dissident believes that the board has done a poor job of
managing its costs. This is particularly evident in its administrative
expenses, which in total are high relative to peers but extremely high
on a per-ton basis, which the dissident believes is a more appropriate
metric. The difference is striking: a $9.00 cost per ton at Walter
compares to a $1.31 average cost.?
Audley Capital agrees with ISS's criticisms of the current Board in
these and other respects. But Audley Capital also emphasizes that ISS's
analysis does not entirely capture a huge part of the losses that Walter
Energy shareholders have suffered recently because portions of its
report only measure the Company′s stock performance through February 19,
2013 ? following Walter Energy′s self-selected reference point. This
ignores that, between February 19th, 2013 and April 12th, 2013, the
Company′s stock price has decreased a startling 40% ? erasing almost $1
billion in market capitalization. Audley Capital believes this enormous
destruction of shareholder value and share underperformance against
peers was driven in part by the higher interest burden voluntarily taken
on by the Company.
Audley Capital′s director nominees include individuals with extensive
experience in the metallurgical coal industry on an international basis
and possess the skills required to manage multi-jurisdictional coal
operations and their financing.
Audley Capital urges stockholders to vote FOR its five director nominees
by immediately completing and returning their GOLD
proxy card or by submitting proxies by telephone or through the
Internet. Investors that need assistance or have any questions or need
assistance voting your shares, please call our proxy solicitor, Okapi
Partners LLC, at (877) 208-8903.
* Permission to quote from the ISS report was neither sought nor
obtained.
Additional Information
Further information regarding the director nominees and other persons
who may be deemed participants, and other matters, are set forth in a
definitive proxy statement filed with the Securities and Exchange
Commission ('SEC?). SHAREHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO
READ THAT PROXY STATEMENT, BECAUSE IT INCLUDES IMPORTANT INFORMATION.
THE PROXY STATEMENT IS BEING SENT TO SHAREHOLDERS BY OR ON BEHALF OF
PARTICIPANTS, AND IS ALSO AVAILABLE AT NO CHARGE ON THE SEC′S WEBSITE AT http://www.sec.gov.
Investors:
Audley Capital Advisors LLP
Julian Treger,
+44 20 7529 6900
Managing Partner
or
Okapi Partners LLC
Bruce
Goldfarb/Charles Garske/Patrick McHugh
212-297-0720
or
Media:
Sard
Verbinnen & Co
Dan Gagnier/Brian Shiver
212-687-8080