National Coal Corp. (Nasdaq: NCOC), a Central and Southern Appalachian coal producer, announced today that it has agreed to be acquired by Ranger Energy Investments, LLC (Ranger Energy), an acquisition vehicle for Jim Justice, a businessman and operator of Appalachian coal assets.
Under the terms of the agreement, Ranger Energy will pay $1.00 per share in cash for each share of National Coal common stock, including shares issuable upon exercise of options. The per share consideration represents a 54% premium to National Coal's closing price of $0.65 per share on September 27, 2010.
“I am pleased that we were able to reach an agreement with Ranger Energy that delivers a substantial premium and fair value to our shareholders”
In April of 2010, Ranger Energy acquired certain National Coal assets located in Devonia, Tennessee, and in and on its New River Tract site for an aggregate sales price of $11.8 million. At about the same time, Ranger Investments, LLC, an affiliate of Ranger Energy Investments, LLC, acquired $30.3 million of the Company's $42 million senior secured notes due December 15, 2010.
"I am pleased that we were able to reach an agreement with Ranger Energy that delivers a substantial premium and fair value to our shareholders," said Daniel A. Roling, National Coal's President and CEO.
The transaction is subject to National Coal shareholder approval and other customary closing conditions, and is expected to close prior to December 15, 2010. Upon closing, National Coal will become a wholly-owned subsidiary of Ranger Energy, and the Company's stock will cease trading.
The proposed acquisition was approved by the Board of Directors of National Coal. Dahlman Rose & Company LLC acted as exclusive financial adviser to National Coal and Stubbs Alderton & Markiles, LLP acted as legal counsel.