Audley Proposes New Board Members for Walter Energy
Nominates Five Highly-Qualified Candidates Experienced in Mining
Believes Current Board Has Shown a Lack of Strategic and Financial
Judgement Reflected in Company′s Significant Underperformance
Audley Capital Advisors LLP ('Audley Capital?) announced today that a
related Audley investment fund recently notified Walter Energy, Inc.
(NYSE: WLT) (TSX: WLT) ('Walter Energy? or 'the Company?) that it will
nominate five candidates for election to the Company′s board of
directors at its upcoming 2013 Annual Meeting of Shareholders.
Audley Capital believes that Walter Energy has high quality
metallurgical coal assets in established mining jurisdictions with scope
for significant growth, with a market position that should enable it to
generate substantial free cash flow going forward. However, following
the acquisition of Western Coal Corp. in November 2010, Walter Energy
has consistently failed to deliver shareholder value as a result of
questionable financial decisions and poor management. As a result,
Audley Capital believes that shareholders have lost confidence in the
ability of the existing Board of Directors to deliver profitable growth
going forward. For example, Walter Energy′s share price has fallen 73%
since its peak in April 2011, underperforming major mining indices
including the MSCI World Metals and Mining Index, which has declined
only 33% in the same period.1
Audley Capital points to a few areas it believes to be of immediate
concern:
- Consistently missed quarterly earnings guidance over the last two
years. Walter has missed consensus earnings expectations for six
out of the last eight quarters. In particular the failure to deliver
production growth and cost reductions in Canada has disappointed
expectations.
- A serious lack of consistent leadership. There have been four
CEOs over the last five years.
- A stale and out-of-depth board. Only three of the ten board
members have significant mining experience, five non-executive
directors have interlocking directorships, six of ten directors are
over the recommended retirement age of 65 (in some cases over the age
of 70).
- Questionable financial decisions. Walter Energy currently has
$2.3 billion of debt, largely accumulated during the acquisition of
Western Coal during 2010. Audley Capital believes that the acquisition
could easily have been funded by issuing more equity above a price of
$100 per share at the time of the transaction and at a time of record
coal prices. Instead, shareholders are left with a net debt to book
value of equity ratio of 200% for a mining company with a high level
of operational and commodity price risk.
- Insufficient cost controls. Audley Capital believes that a
thorough and disciplined review of SG&A costs is needed. Based on
Audley Capital′s analysis, SG&A costs at the Company are higher than
Walter Energy′s U.S. peer group and savings of at least $10 million
per quarter ($40 million per year) should be feasible. Such cost
reductions could equate to $200 million of incremental value at a 5.0x
multiple, the ultimate goal being a reduction of SG&A costs of $40
million per annum.
Audley Capital has identified a number of initiatives to seek to improve
the governance, financial performance and asset value of Walter Energy
over the next 12 months, which will be communicated to shareholders in
the coming weeks.
Audley′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 is not seeking to replace a majority of the
Board, but does believe significant change to the composition of the
Board is warranted given the qualifications of its nominees and the
long-term underperformance of Walter Energy. Audley will seek the
support of fellow Walter Energy shareholders to replace the following
current directors: Mr. Howard Clark, Mr. Jerry Kolb, Mr. Joseph Leonard,
Mr. Bernard Rethore and Mr. Mike Tokarz.
Julian Treger, Managing Partner of Audley Capital, said, 'There is
substantial value in Walter Energy that is not reflected in the current
share price. We believe Walter Energy has high quality metallurgical
coal assets with potential for significant growth. Unfortunately, what
we see as poor financial and strategic judgement by the current board
has weighed heavily on the Company and prevented it from creating value
for its shareholders.?
Added Treger, 'Our director nominees will bring experience,
accountability and a fresh perspective to the Walter Energy board. Once
elected, we believe they can substantially and dramatically improve the
Company′s ability to operate in the current environment and help put in
place initiatives that will enable the Company to achieve its value
creating potential over the long-term for the benefit of all
shareholders.?
Audley′s slate of directors includes highly qualified mining industry
experts, with considerable operating experience. The nominees are:
Mr. Eddie Scholtz (59)
Mr. Eddie Scholtz has over 40 years of experience in the mining
industry, primarily in South America and Africa. During his career he
spent 37 years with BHP Billiton, where he held a variety of positions,
including Managing Director of Ingwe Collieries, BHP Billiton's
wholly-owned South African coal business, now known as BHP Billiton
Energy Coal South Africa. In this role Mr. Scholtz oversaw one of the
largest coal businesses in the world. More recently Mr. Scholtz was also
Managing Director for BHP Billiton's bauxite and alumina operations in
Suriname in South America and was formerly Chief Operating Officer for
TSX-listed CIC Energy Corp, which was acquired by Jindal Steel and Power
Limited in 2012, and was formerly President and CEO of TSX-listed Talon
Metals Corp.
Mr. Scholtz has undertaken management development studies at London
Business School, University of South Africa (UNISA), and University of
Cape Town's Graduate Business School.
Mr. Mark Lochtenberg (52)
Formerly the co-head of Glencore International AG′s worldwide coal
division, Mr. Mark Lochtenberg spent 13 years at Glencore′s commodity
trading concern, overseeing a range of trading activities including the
purchase and aggregation of the coal project portfolio that would later
become Xstrata Coal. Previously, Mr. Lochtenberg had established a coal
'swaps? market for Bain Refco (Deutsche Bank) after having served as
coal marketing manager for Peko Wallsend Limited. He is also a director
of Australian Transport and Energy Corridor Limited ('ATEC?) and an
alternate director of Surat Basin Rail Pty Ltd. Mr. Lochtenberg is
currently the Executive Chairman and a founding executive director of
ASX-listed Cockatoo Coal Limited.
Mr. Lochtenberg graduated with a Bachelor of Law (Hons) degree from
Liverpool University, U.K.
Mr. Robert Stan (59)
Mr. Robert Stan has been involved in the Canadian coal industry since
1979, during which time he has developed an extensive knowledge of the
international coal industry and markets. He has held senior management
positions with several Canadian mining companies, including Fording Coal
Limited, Westar Mining Ltd, Teck Corporation and Smoky River Coal
Limited (SRCL). Mr. Stan was appointed a director of Grande Cache Coal
Corporation in July 2000, President in February 2001 and Chief Executive
Officer in September 2002. Grande Cache Coal was sold for C$1 billion in
2011 to Hong Kong-listed Winsway Coking Coal and Japanese trading house
Marubeni Corporation. Prior to February 2001, Mr. Stan was
Vice-President of Westpine Inc., a privately held mining investment
company, and prior to March 2000 was Vice-President, Marketing and
Business Development of SRCL.
Mr. Stan received a Bachelor of Commerce from the University of
Saskatchewan.
Mr. Lawrence Clark, Jr. (41)
Mr. Larry Clark recently became President and Chief Executive Officer of
JW Resources, Inc., a private operator of thermal coal assets in Central
Appalachia, and serves as Managing Member of BalanTrove Management, LLC,
a corporate advisory business catering to small and middle market
resource and energy companies. Prior to founding BalanTrove in early
2011, Mr. Clark was a Managing Director and Director of Investments of
Harbinger Capital Partners LLC from 2002 to 2011 where he was
responsible for investments in metals, mining, industrials, and retail
companies, among other sectors. Prior to joining Harbinger, from 2001 to
2002, Mr. Clark was a Distressed Debt and Special Situations Research
Analyst at Satellite Asset Management, L.P., where he covered
financially stressed and distressed industrial, cyclical, and energy
companies. He has actively participated in numerous financial
restructurings in official and unofficial capacities.
Mr. Clark received an MBA from New York University's Stern School of
Business in 1998, and a B.S.B.A. in Finance from Villanova University in
1993.
Mr. Julian Treger (50)
Mr. Julian Treger is one of the most experienced activists in the mining
space. Most notably Mr. Treger was the driving force behind the rescue
of Western Coal from near bankruptcy in 2007, the restructuring of its
management and board, the implementation of its growth plan and its
ultimate sale to Walter Energy. He called on Western Coal′s management
to engage with potential acquirors to consider a sale of the business in
2010 when the stock was trading in the range of C$4.00 to C$5.00 per
share. The company was eventually sold to Walter Energy in 2010 for
C$11.50 per share. Mr. Treger also helped uncover significant value at
UK Coal, a UK-listed coal miner, in 2006. He has subsequently been
active in a number of coal investments in Australia, Canada and South
Africa. Through related entities, Mr. Treger also acts as an advisor to
the Audley family of funds, which are shareholders in Walter Energy.
Prior to starting Audley, he co-founded the Active Value Funds which
pioneered activism in Europe.
Mr. Treger received an AB (Hons) from Harvard College in 1984 and a MBA
from Harvard Business School in 1988.
About Audley Capital Advisors LLP
Founded in 2005 and incorporated in England and Wales, Audley Capital
Advisors LLP provides investment advice and services in connection with
investment strategies including hedge funds, private equity funds and
co-investment vehicles. The firm advises with respect to a series of
products including: The Audley European Opportunities Fund, an event
driven/activist hedge fund that focuses primarily on small and mid cap
European equities; The Audley Natural Resources Fund, a global metals
and mining hedge fund; and The Audley Japan Opportunities Fund, a multi
strategy Japanese hedge fund that combines high conviction Japanese
macro investment ideas with a traditional long short large cap equity
portfolio.
Additional Information
In addition to the director nominees named above, participants in the
prospective proxy solicitation may be deemed to include Audley European
Opportunities Master Fund Limited ('AEOMF?), Audley Natural Resources
Master Fund ('ANRMF?), Audley Capital Management Limited ('ACML?),
Audley Investment Management Limited ('AIML?), and Audley Capital
Advisors LLP ('Audley Capital?), as well as Nage Capital Management AG
(which provides certain investment advisory services to AIML) and its
chief executive officer, Lucio Genovese. As of February 19, 2013, AEOMF
beneficially owns 1,000 shares of the Company′s common stock, ANRMF
beneficially owns 40,000 shares of the Company′s common stock (including
20,000 shares subject to presently exercisable call options) and has
sold put options with respect to 20,000 shares of the Company′s common
stock, Lawrence Clark, Jr. beneficially owns 22,500 shares of the
Company′s common stock (including 12,500 shares subject to presently
exercisable call options), and Lucio Genovese beneficially owns 50,000
shares of the Company's common stock subject to presently exercisable
call options and has sold put options with respect to 50,000 shares of
the Company's common stock. Mr. Treger may be deemed to have a
beneficial interest in 15,000 shares of the Company's common stock
beneficially owned by a trust of which Mr. Treger and members of his
family are beneficiaries. Each person named herein disclaims beneficial
ownership of any shares owned by any other person so named. ACML (as the
manager of AEOMF), AIML (as the manager of ANRMF), and Audley Capital
(which provides certain investment advisory services to ACML and AIML)
receive management or advisory fees which may directly or indirectly
include a performance element based on the investment performance of
AEOMF and/or ANRMF, and Mr. Treger (as managing partner of Audley
Capital) participates in such fees received by Audley Capital. (In
addition, certain trusts of which Mr. Treger and members of his family
are beneficiaries have an equity interest in ACML and AIML, and in AEOMF
and ANRMF.) Further information regarding the director nominees and
other persons who may be deemed participants, and other matters, will be
set forth in a proxy statement to be filed with the Securities and
Exchange Commission ('SEC?). SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ADVISED TO READ THAT PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL INCLUDE IMPORTANT INFORMATION. THE PROXY STATEMENT IS EXPECTED
TO BE SENT TO SHAREHOLDERS BY OR ON BEHALF OF PARTICIPANTS, AND WILL
ALSO BE AVAILABLE AT NO CHARGE ON THE SEC′S WEBSITE AT http://www.sec.gov.
1 WLT US Equity: April 8, 2011($141.17) to February 15, 2013
($37.92)
MSCI World Metals & Mining Index (BBG: MXWO0MM Index):
April 8, 2011 ($517.17) to February 15, 2013 ($348.41)
Investors:
Audley Capital Advisors LLP
Julian Treger,
Managing Partner
+44-20-7529-6900
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