Tag Archives: Audley Capital

Audley Capital Calls on Walter Energy to Disclose Mine-Level SG&A in Relation to Peers

By Business Wirevia The Motley Fool

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Audley Capital Calls on Walter Energy to Disclose Mine-Level SG&A in Relation to Peers

Requests that Company Provide Analysis Detailing SG&A Per Ton of Production Compared to Peer Group Average

Believes Company’s Corporate-Level Disclosure is Misleading and Embellishes Overall SG&A Reductions

NEW YORK–(BUSINESS WIRE)– Audley Capital Advisors LLP (including certain related funds and investment vehicles, “Audley Capital“) today called on Walter Energy, Inc. (NYS: WLT) (TSX: WLT) (“Walter Energy” or “the Company”) to provide per ton of production (“mine-level”) SG&A analysis compared to the average of its peer group since the completion of the Western Coal acquisition in April 2011, or for the fourth quarter of 2012. Audley Capital believes that stockholders deserve the transparency of mine-level analysis, which is arguably one of the most important metrics in met coal production.

For the purposes of analysis, Audley Capital uses a comparable group for Walter Energy that includes Alpha Natural Resources, Arch Coal and Peabody Energy. Audley Capital notes that all of the peer companies report mine-level SG&A while Walter Energy chooses to allocate overhead costs from individual mines to corporate-level SG&A, an opaque reporting threshold.

From: http://www.dailyfinance.com/2013/04/17/audley-capital-calls-on-walter-energy-to-disclose-/


Stockholders Are Entitled to an Explanation…and Accountability

Audley Capital Provides Update on Walter Energy Director Nominee Robert Stan

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Audley Capital Provides Update on Walter Energy Director Nominee Robert Stan

Alberta Securities Commission Dismisses Allegations Against Mr. Stan

Criticizes Walter Energy for Continued Weak Attempts to Misrepresent Strong Credentials and Experience of its Director Nominees

NEW YORK–(BUSINESS WIRE)– Audley Capital Advisors LLP (including certain related funds and investment vehicles, “Audley Capital“) today announced that, as it expected, the Alberta Securities Commission (“ASC”) has now dismissed all allegations of insider trading against Robert H. Stan. The Alberta Securities Commission decision was issued April 10, 2013. Mr. Stan is one of Audley Capital‘s five nominees for election to the Board of Directors of Walter Energy, Inc. (NYS: WLT) (TSX: WLT) (“Walter Energy” or “the Company”) in connection with the Company’s upcoming 2013 Annual Meeting of Stockholders on April 25, 2013.

Julian Treger, Managing Partner of Audley Capital Advisors, said, “We are pleased, but not surprised, with the Alberta Securities Commission‘s announcement exonerating Robert from the allegations against him. We have always considered Robert an upstanding individual and held him in the highest regard. As we have consistently made clear, we believed the allegations against him were completely without merit and would be dismissed. We believe that Robert would serve as a strong addition to the Walter Energy Board as he brings over 30 years of experience in the western Canadian coal business and has knowledge of the geographic area of Walter Energy‘s Canadian mining activities. He, like all of our director nominees, will bring new ideas and strategic initiatives in their efforts to bolster investment returns.”

Mr. Treger continued, “We believe that Walter Energy‘s ongoing attempt to misrepresent and distort facts regarding our five director nominees, investments and strategic initiatives needs to come to an immediate end. The Board consistently attempted to vilify Robert based on the unfounded allegations against him. Over the past months, we believe that the Company has skewed realities, manipulated data to disguise underperformance, improperly portrayed the robust credentials of our director nominees and disparaged our proposed strategic initiatives. We believe this was the Board’s weak attempt to distract stockholders from the harsh reality of its ongoing underperformance. All of these tactics, in our view, speak directly to the Board’s lack of credibility. Needless to say, we believe it is imperative – for the future of the Company – that new Board members are elected to Walter

From: http://www.dailyfinance.com/2013/04/11/audley-capital-provides-update-on-walter-energy-di/

Audley Capital Continues to Seek Positive Change at Walter Energy Through New Board Members and Stra

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Audley Capital Continues to Seek Positive Change at Walter Energy Through New Board Members and Strategic Initiatives

Continues to Believe Board’s Current Plan is Out of Touch with Market Realities

Openly Refutes Company’s Unfounded Assertions

NEW YORK–(BUSINESS WIRE)– Audley Capital Advisors LLP (including certain related funds and investment vehicles, “Audley Capital“) issued today the following letter to stockholders of Walter Energy, Inc. (NYS: WLT) (TSX: WLT) (“Walter Energy” or “the Company”) in connection with Audley Capital‘s five nominees for election to the Board of Directors at the Company’s upcoming 2013 Annual Meeting of Stockholders on April 25, 2013.

Julian Treger, Managing Partner of Audley Capital Advisors, said, “Stockholders have been presented with the opportunity to elect a slate of new highly-qualified director nominees to the Board of Walter Energy, who will strive for accountability and responsibility on behalf of the entire Board. We are undeterred in our effort to seek positive change at the Company, and believe that our director nominees will allow for fresh, dynamic ideas and initiatives that should reverse the current direction of the Company.”

Mr. Treger continued, “The Company continues to try to disparage Audley Capital and our proposed directors, including highlighting our stock ownership, when the ten members of the current Board own only a combined 0.19% of the outstanding shares. This suggests to us that they lack faith in their own ability to implement positive changes at the Company. Furthermore, we are committed to significantly increasing our ownership stake in Walter Energy, and to encourage other investors to do the same, if our director nominees are elected to the Board. This would help restore our confidence in the direction of the Company.”

Audley Capital urges Walter Energy‘s stockholders to vote the GOLD proxy card for Audley Capital‘s five highly-qualified and experienced director nominees.

The full text of the letter follows:

Stop The Value Destruction at Walter Energy:

Vote the GOLD Proxy Card to Elect Audley Capital‘s Experienced Nominees

Dear Fellow Walter Energy Stockholder,

Audley Capital Advisors LLP (including certain related funds and investment vehicles, “Audley Capital“) believes that April

Source: FULL ARTICLE at DailyFinance

Walter Energy Files Investor Presentation with the SEC

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Walter Energy Files Investor Presentation with the SEC

BIRMINGHAM, Ala.–(BUSINESS WIRE)– Walter Energy, Inc. (NYS: WLT) (TSX: WLT) today filed a presentation with the Securities and Exchange Commission that it used in a meeting with the proxy advisory service Institutional Shareholder Services Inc. and will be using with Walter Energy shareholders in advance of its Annual Meeting to be held on April 25, 2013.

The presentation discusses in detail the Company’s track record of increasing shareholder value over time, its strategies to improve performance, and its progress in positioning itself for expected improvements in the metallurgical coal market.

Audley Capital, an activist offshore hedge fund led by Julian Treger owning less than one-tenth of 1% of Walter Energy, is seeking effective control of the Board by replacing five of nine independent directors and disrupting the Company’s progress on key initiatives that are underway.

Please refer to the investor relations section of the Walter Energy website for the full presentation.

About Walter Energy

Walter Energy is the world’s leading, publicly traded “pure-play” metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 4,100 employees and contractors with operations in the United States, Canada and United Kingdom. For more information about Walter Energy, please visit www.walterenergy.com.

Safe Harbor Statement

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and may involve a number of risks and uncertainties. Forward-looking statements are based on information available to management at the time, and they involve judgments and estimates. Forward-looking statements include expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will,” and similar terms and expressions. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to various risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by …read more

Source: FULL ARTICLE at DailyFinance

Walter Energy Highlights Significant Progress on Plan to Deliver Value to Shareholders

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Walter Energy Highlights Significant Progress on Plan to Deliver Value to Shareholders

Says Audley Capital plan inferior, value destructive, and not in the interests of Walter Energy shareholders

BIRMINGHAM, Ala.–(BUSINESS WIRE)– Walter Energy, Inc. (NYS: WLT) (TSX: WLT) today sent a letter to investors highlighting the substantial steps underway to drive performance and the Company’s concerns that the election of Audley Capital‘s director nominees would destroy shareholder value.

“Your leadership team has aggressively reduced costs (production and SG&A) and capital spending, safely increased production with a focus on profitability (including curtailing production at underperforming mines), and extended our debt maturity profile and enhanced our liquidity profile,” Michael T. Tokarz, chairman, and Walter J. Scheller III, CEO and director, said in the letter. “We recognize that there is more work to be done and remain focused on continuing to execute our strategic plan.

“We believe that electing the Audley slate would erode shareholder value by installing director nominees selected to effect a flawed plan and disrupt a strategy and a management team that is gaining momentum. . . . The Board includes the right mix of new and experienced directors to oversee the continued execution of our strategy and positioning of Walter Energy for growth as coal demand and prices recover.”

The letter states that “[Julian] Treger has launched a proxy fight to take effective control of Walter Energy without paying a premium and without any evidence of a new plan or a team that will drive increased shareholder value. Importantly, Mr. Treger has a track record of disregard for Walter Energy shareholders and a history of problematic actions that raise questions about his true agenda.” The letter also advises that “Audley’s proposals mostly consist of a restatement of initiatives that your management has already been executing, along with calls for changes that demonstrate a lack of even the most basic understanding of our business.”

Text of April 4 letter from Messrs. Tokarz and Scheller to Walter Energy shareholders:

Dear Fellow Walter Energy Shareholders:

On April 25th, at our Annual Meeting of Shareholders, you will be presented with an important choice about your investment and the future path of Walter Energy.

Your board and management team have taken meaningful steps to position Walter Energy to deliver shareholder value. We have completed our transformation into a focused, …read more

Source: FULL ARTICLE at DailyFinance

2 of Yesterday's Big Disappointments

By Rich Duprey, The Motley Fool

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The old investing maxim “sell in May and go away” means we’re quickly approaching the time when the incredible run of the Dow Jones Industrial Average over the past three months will be coming to a close. Yesterday’s five-point loss could be the signal that the market is topping here, and with Europe doing all it can to stop the spread of a financial contagion after its bailout of Cyprus, there seems little reason to believe this bull market will continue much longer.

Yesterday’s big loser was Hewlett-Packard, the first quarter’s big winner, though after a 68% gain over the past three months, a small 2% loss is no big deal. But the landscape for computers hasn’t changed, so now comes the point where the turnaround has to gain traction on its own. I’m not so certain it will, though a broad overview of the markets suggests there are still worse places to be standing right now.

Canary in the coal mine
Coal miner Walter Energy took it on the chin (again) yesterday, falling 8% as the ISM manufacturing index posted its biggest miss to expectations in a year, coming in at 51.3 compared with forecasts of 54.0. The bigger worry, however, is new orders falling all the way down to 51.4 from 57.8, which, coupled with a pullback in China‘s economy, diminishes the prospects for renewed industrial demand and, in turn, greater coal demand. Arch CoalPeabody Energy , and Consol Energy all tumbled 3% or more yesterday.

Analysts see a particularly tough year ahead for Walter because of the weak pricing environment. It has significant cash obligations coming due this year, with Wall Street looking askance at the $150 million or so in interest payments and total cash obligations of $365 million, both of which combine to put it between a financial rock and a hard place. 

It faces outside pressure as well from shareholders agitating for change. Hedge-fund operator SAC Capital Partners recently reported a new 5% stake in the miner, while Audley Capital has publicly expressed doubts about management’s capabilities to turn the company around and wants to oust some directors in favor of its own five-man slate.

As coal miners remain under the gun, there appear to be few catalysts in front of Walter to change its downward trajectory.

Wearing the dunce cap
For-profit educators got schooled yesterday as well, with ITT Educational Services falling almost 9%, Grand Canyon Education dropping 5%, and Corinthian Colleges and Career Education both falling about 3% on the day. The one bright spot was Apollo Group , which rose about 1.5% and is up more than 3% since reporting better-than-expected earnings last week.

Yet even in beating Wall Street forecasts, Apollo showed what the problems are facing the sector: falling revenues, higher expenses, and dwindling student enrollments. When ITT reported fourth-quarter earnings in January, it saw all of those same factors, but it didn’t have the luxury of beating expectations. First-quarter results …read more
Source: FULL ARTICLE at DailyFinance

Audley Capital Issues Letter to Walter Energy Stockholders

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Audley Capital Issues Letter to Walter Energy Stockholders

Responds to Walter Energy’s Misleading and Flawed Accusations

Urges Stockholders to Sign, Date and Mail the GOLD Proxy Card Today

NEW YORK–(BUSINESS WIRE)– Audley Capital Advisors LLP (including certain related funds and investment vehicles, “Audley Capital“) issued today the following letter to stockholders of Walter Energy, Inc. (NYS: WLT) (TSX: WLT) (“Walter Energy” or “the Company”) in connection with Audley Capital‘s five nominees for election to the Board of Directors at the Company’s upcoming 2013 Annual Meeting of Stockholders on April 25, 2013.

Audley Capital urges Walter Energy‘s stockholders to vote the GOLD proxy card for Audley Capital‘s five highly-qualified and experienced director nominees.

Julian Treger, Managing Partner of Audley Capital Advisors, said, “We are disappointed with Walter Energy‘s blatant attempts to cast a shadow on the strong credentials of our five highly-qualified and experienced director nominees. We believe that this is the Company’s attempt to divert attention from its continued underperformance and distract stockholders from the value that these accomplished professionals will bring to the Board. We continue to believe that our director nominees can work to implement the changes necessary to correct the financial and operational missteps of the current Board.”

The full text of the letter follows:

CHANGE IS LONG OVERDUE AT WALTER ENERGY

Dear Fellow Walter Energy Stockholder,

On March 25, 2013, Walter Energy issued a letter to its stockholders raising purported concerns about the slate of director nominees put forward by Audley Capital Advisors LLP (including certain related funds and investment vehicles, “Audley Capital“) for election to Walter Energy‘s Board of Directors at its Annual Meeting of Stockholders on April 25, 2013. Needless to say, we were very disappointed by the current Board’s attempt to mislead Walter Energy stockholders. The present directors have presided over aloss of more than $6 billion in stockholder value since 2011 and, in our view, have shown no accountability or contrition. Perhaps they simply fail to grasp the financial and operational initiatives that we think are needed to create lasting value at the Company. We wonder whether they may be reduced to making misleading personal …read more
Source: FULL ARTICLE at DailyFinance

SAC Capital Ups Stake in Walter Energy to 5.3%

By Rich Duprey, The Motley Fool

WLT Chart

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In a 13G filing with the SEC on Monday, investment shop SAC Capital Partners disclosed it has doubled its holdings in Walter Energy to 5.3%. This makes it the second-largest shareholder in the company, according to Bloomberg.

The metallurgical coal miner is under pressure on several fronts as Audley Capital is pressing for change, believing poor corporate governance is behind its underperformance, prompting it to nominate a slate of five directors.

Shares of Walter are down 21% so far in 2013 and have plunged more than 55% in the past year. Revenues fell 31% in the fourth quarter to $479 million after demand for coal fell despite prices tumbling 39% from the year-ago period. Walter achieved record metallurgical coal production of 11.7 million metric tons, including 200,000 metric tons from an accounting change recorded in the second quarter.

Walter Energy calls itself the world’s leading, publicly traded “pure-play” metallurgical coal producer for the global steel industry.

WLT data by YCharts.

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The article SAC Capital Ups Stake in Walter Energy to 5.3% originally appeared on Fool.com.

Fool contributor Rich Duprey has no position in any stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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Source: FULL ARTICLE at DailyFinance

Walter Energy Cites "Serious Omissions" in Audley Capital Proxy Statement

By Business Wirevia The Motley Fool

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Walter Energy Cites Serious Omissions” in Audley Capital Proxy Statement


Emphasizes Ongoing Board and Management Focus on Enhancing Shareholder Value In Letter to Shareholders

BIRMINGHAM, Ala.–(BUSINESS WIRE)– Walter Energy, Inc. (NYS: WLT) (TSX: WLT) today issued a letter to its shareholders raising serious concerns about Audley Capital‘s slate of nominees and highlighting the steps underway by the Company’s Board and new management team to increase shareholder value.

The letter from Chairman Michael T. Tokarz and CEO and Director Walter J. Scheller III highlights “troubling aspects” about Audley’s campaign to replace five of its nine independent directors, including the fact that Audley’s proxy statement contains serious omissions regarding the background and history of its nominees.These omissions include insider trading charges, deficient governance, and misrepresentations of experience.

Walter Energy said the Board’s Nominating and Corporate Governance Committee reviewed the Audley slate and determined that individually and collectively they lack the qualifications and experience to be suitable Board candidates. Walter Energy has a balanced mix of experience and expertise on its Board, and four of the 10 current directors have joined within the past two years.

“We are intensely focused on enhancing shareholder value by reducing debt levels, continuing to reduce SG&A expenses, and identifying alternatives for underperforming assets,” the letter states. “These initiatives are consistent with our objective of optimizing our portfolio and ensuring that each of our operations is cash flow positive and on a clear path to profitability under current market conditions and outlook.”

The letter concludes: “Over the years your Board has created long term value for all stockholders with judgment and integrity. We recognize and accept the challenge of responding to the recent and dramatic decline in met coal pricing that has affected every company in this industry. Your Board and management have taken every reasonable step to respond to that trend and to position the Company for future profitable growth as conditions improve. That work should accrue to your benefit, not that of others. Now is not the time to reverse course.”

Text of March 25 letter from Messrs. Tokarz and Scheller to Walter Energy shareholders:

Dear Fellow Walter Energy Shareholders:

…read more
Source: FULL ARTICLE at DailyFinance

Today's Top 3 Energy Stocks

By Dan Dzombak, The Motley Fool

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Oil prices were on the move today as the market overlooked the threat of Cyprus to Europe. At 4 p.m. on Tuesday, Brent crude was up 0.12% to $107.61 and WTI crude was up 1.51% to $93.84. U.S. natural gas was up 0.03% to $3.94.

Today’s top 3 energy stocks
Among companies with market caps greater than $1 billion, today’s energy stocks leader was Walter Energy , which was up 3.51% to $29.45. Walter Energy is a pure-play metallurgical coal producer with mines around the U.S. and Canada.

Today, Walter Energy announced a $350 million private placement of debt due 2021, $250 million of which will go toward paying down debt. Walter Energy and other coal producers have been hit hard the past two years as low natural gas prices caused natural gas to steal market share from coal among utility companies. The company’s stock has also been beaten down as investors fret over a high $2.4 billion debt load.

This past year, the company has faced criticism and a proxy challenge from Audley Capital, which is looking to replace five members of Walter Energy’s board at the company’s annual meeting next month. On March 11, the current board laid out its case in a letter to shareholders and said they are “intensely focused on maximizing the value of your investment in the Company.” Audley Capital begs to differ and hopes investors give their nominees fair consideration.

Second among energy stocks today was Ferrellgas Partners L.P. up 2.93% to $20.05 on no real news. Ferrellgas Partners is a master limited partnership (MLP) focused on the distribution of propane. It is the second-largest distributor of propane in the U.S. with a 9% market share, behind AmeriGas Partners , who holds a 15% market share. Ferrellgas, though, is the largest distributor of portable propane tanks, operating under the Ferrellgas and Blue Rhino brands. Ferrellgas has largely grown through acquisitions in the heavily decentralized propane distribution business and the company believes there is plenty more opportunity for acquisitions in the future with 68% of the market independent retailers.

Third among energy stocks today was BP , up 2.71% to $42.00. Yesterday the oil and gas giant completed the previously announced sale of its stake in TNK-BP to Russian firm Rosneft in exchange for 18.5% of Rosneft and $4.5 billion in cash. Today, the company announced it would buy back $8 billion worth of shares, roughly the same amount it spent forming TNK-BP.

 BP CEO Bob Dudley said, “BP is moving on to the next phase of its business in Russia, becoming the largest private shareholder in Rosneft, Russia‘s leading oil company. In the process we have also released cash, equivalent to at least six years of BP‘s anticipated future dividends from TNK-BP. We look forward now to working closely with Rosneft and together developing opportunities to create value for both companies.”

There are many different ways to play the energy sector, …read more
Source: FULL ARTICLE at DailyFinance