S-4/A 1 conturas-43a.htm S-4/A Document

As filed with the Securities and Exchange Commission on October 5, 2018
Registration No. 333-226953
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CONTURA ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
1221
81-3015061
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
(423) 573-0300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
______________________
Kevin S. Crutchfield
Chief Executive Officer
Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
(423) 573-0300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
______________________
 
Copies to:
 
William L. Taylor
Byron B. Rooney
Lee Hochbaum
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Mark M. Manno
Executive Vice President, Chief Administrative and Legal Officer and Secretary
Contura Energy, Inc.
340 Martin Luther King Jr. Blvd.
Bristol, Tennessee 37620
Telephone: (423) 573-0300
Facsimile: (423) 573-0446
Andrew B. McCallister, Esq.
SVP, Secretary and General Counsel
ANR, Inc.
Alpha Natural Resources Holdings, Inc.
636 Shelby Street, 3rd Floor
Bristol, Tennessee 37620
Telephone: (423) 574-5100
Mark D. Wood
Jonathan D. Weiner
Martin Q. Ruhaak
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
Telephone: (212) 940-8800
Facsimile: (212) 940-8776
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and upon completion of the merger of Prime Acquisition I, Inc. (“MergerSub1”), a wholly-owned subsidiary of Contura Energy, Inc. (“Contura”), with and into Alpha Natural Resources Holdings, Inc. (“Holdings”), and the merger of Prime Acquisition II, Inc. (“MergerSub2”), a wholly-owned subsidiary of MergerSub1, with and into ANR, Inc. (“ANR”), as described in the Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2018, among ANR, Holdings, Contura, MergerSub1 and MergerSub2.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
Large accelerated filer o
Accelerated filer o
Non-accelerated filer    ý  (Do not check if a smaller reporting company)
Smaller reporting company o
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) o
______________________
CALCULATION OF REGISTRATION FEE
Title Of Each Class
Of Securities To Be Registered
Amount
To Be
Registered(1)
Proposed Maximum Aggregate Offering Price(2)
Amount Of
Registration Fee(3)(4)
Common Stock, $0.01 par value
9,771,312
$782,718,540.00
$94,865.49
(1)
Represents the maximum number of shares of Contura common stock estimated to be issuable upon completion of the mergers, as described in the joint proxy statement and prospectus included herein, equal to the product of (a) the sum of (i) 4,223,290 shares of common stock, par value $0.01 per share, of Holdings, outstanding as of October 3, 2018, (ii) 15,974,120 shares of Class C-1 common stock, par value $0.01 per share, of ANR, outstanding as of October 3, 2018, (iii) 44,244, which is the maximum number of shares of Class C-1 common stock of ANR that may become issuable prior to the completion of the mergers pursuant to the settlement of ANR restricted stock units, issued and reserved for outstanding awards under the ANR 2017 Equity Incentive Plan (“2017 Equity Plan”) as of October 3, 2018 and (iv) 1,880,402 shares of Class C-1 common stock of ANR, which is the maximum number of shares of Class C-1 common stock of ANR that may be converted from options to purchase Class C-1 common stock of ANR issued and reserved for outstanding awards under the 2017 Equity Plan as of October 3, 2018, and (b) an exchange ratio of 0.4417.
(2)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(f)(1), (f)(2) and (f)(3) and 457(c) of the Securities Act. The proposed maximum aggregate offering price of the registrant’s common shares was calculated based on the market value of the common stock of Holdings and ANR (the securities to be canceled in the mergers) as follows: the sum of (a) $156,261,730.00, the product of (i) $37.00, the average of the high and low prices per share of the common stock of Holdings quoted over the counter as reported by the OTC Markets on October 3, 2018 and (ii) 4,223,290, the maximum number of shares of Holdings common stock that may be canceled in the mergers as of October 3, 2018, (b) $559,094,200.00, the product of (i) $35.00, the average of the high and low prices per share of Class C-1 common stock of ANR quoted over the counter as reported by the OTC Markets on October 3, 2018 (“ANR Stock Trading Price”) and (ii) 15,974,120, the maximum number of shares of Class C-1 common stock of ANR that may be canceled in the mergers as of October 3, 2018, (c) $1,548,540.00, the product of (i) the ANR Stock Trading Price and (ii) 44,244, the maximum number of shares of Class C-1 common stock of ANR that may become issuable prior to the completion of the mergers pursuant to the settlement of ANR restricted stock units issued and reserved for outstanding awards under the 2017 Equity Plan as of October 3, 2018 and (d) $65,814,070.00, the product of (i) the ANR Stock Trading Price and (ii) 1,880,402, the maximum shares of Class C-1 common stock of ANR that may be converted from options to purchase Class C-1 common stock of ANR issued and reserved for outstanding awards under the 2017 Equity Plan as of October 3, 2018.
(3)
Calculated pursuant to Section 6(b) of the Securities Act and SEC Fee Rate Advisory #1 for Fiscal Year 2019 at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price.
(4)
Includes $91,115.06 the Registrant previously paid in connection with the filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 





Information contained in this joint proxy statement and prospectus is subject to completion or amendment. A registration statement relating to Contura Energy, Inc.’s common stock to be offered in this transaction has been filed with the Securities and Exchange Commission. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This joint proxy statement and prospectus shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdictions.
PRELIMINARY-SUBJECT TO COMPLETION-DATED October 5 , 2018
alphalogoa01.jpg
PROPOSED MERGERS - YOUR VOTE IS VERY IMPORTANT
[●], 2018
Dear Stockholders of ANR, Inc. and Alpha Natural Resources Holdings, Inc.:
On April 29, 2018, ANR, Inc., a Delaware corporation (“ANR”), and Alpha Natural Resources Holdings, Inc., a Delaware corporation (“Holdings” and together with ANR, “Alpha”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), with Contura Energy, Inc., a Delaware corporation (“Contura”), Prime Acquisition I, Inc., a Delaware corporation and wholly owned subsidiary of Contura (“MergerSub1”), and Prime Acquisition II, Inc., a Delaware corporation and wholly owned subsidiary of MergerSub1 (“MergerSub2”). On September 26, 2018, the parties to the Original Merger Agreement entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) amending and restating the Original Merger Agreement. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, MergerSub1 will merge with and into Holdings (the “Holdings Merger”), with Holdings as the surviving corporation of the Holdings Merger, and, immediately after the effective time of the Holdings Merger, MergerSub2 will merge with and into ANR (the “ANR Merger” and together with the Holdings Merger, the “Mergers”), with ANR as the surviving corporation of the ANR Merger.
If the Mergers are consummated, among other things, each share of common stock, par value $0.01 per share, of Holdings (“Holdings Common Stock”), and each share of Class C-1 common stock, par value $0.01 per share, of ANR (“Class C-1 Common Stock”), in each case issued and outstanding immediately prior to the effective time of the applicable Merger (other than shares held directly by Holdings, ANR or Contura and shares held by any holder of Holdings Common Stock or Class C-1 Common Stock with respect to which appraisal rights have been properly demanded and not properly withdrawn) will automatically be converted into the right to receive 0.4417 shares of common stock of Contura, par value $0.01 (“Contura Common Stock”), subject to adjustment as provided in the Merger Agreement for any stock split, reclassification or similar event. Shares of Class C-2 common stock, par value $0.01 per share, of ANR (“Class C-2 Common Stock” and together with the Class C-1 Common Stock, the “ANR Common Stock”), all of which are held by Holdings, and any other shares of ANR common stock and Holdings common stock held by Holdings, ANR or Contura, will be canceled without consideration if the Mergers are consummated. No fraction of a share of Contura Common Stock will be issued in the Mergers and instead holders of Holdings Common Stock or Class C-1 Common Stock who would otherwise be entitled to receive a fraction of a share of Contura Common Stock as a result of the Mergers will receive an amount in cash, as further described in the joint proxy statement and prospectus.
In addition, under the Merger Agreement, holders of record of ANR Common Stock or Holdings Common Stock as of a record date that is not less than one business day prior to the anticipated closing date of the mergers will be entitled to receive a special cash dividend in an amount equal to $2.725 per share for each share of Class C-1 Common Stock, each share of Class C-2 Common Stock and each share of Holdings Common Stock they own on that record date.
The number of shares of Contura Common Stock to be issued in the Mergers is approximately 9,744,000. It is anticipated that, if the Mergers are consummated, Alpha stockholders will collectively own approximately 48.5% of the combined company, based on current stock prices and capital structures. We also anticipate that, if the Mergers are consummated, the Contura Common Stock will be listed for trading on the New York Stock Exchange under the symbol “CTRA.”
Holdings and ANR will each hold a special meeting of its stockholders to obtain stockholder approval necessary to satisfy the requirements of Section 251 of the Delaware General Corporation Law, as well as a condition to closing the transactions contemplated by the Merger Agreement. At the special meeting being held by Holdings (the “Holdings Special Meeting”), Holdings stockholders will be asked to consider and vote upon the adoption of the Merger Agreement as it relates to the Holdings Merger (the “Holdings Merger Proposal”), as described in this joint proxy statement and prospectus. At the special meeting being held by ANR (the “ANR Special Meeting” and together with the Holdings Special Meeting, the “Special Meetings”), ANR stockholders will be asked to consider and vote upon the adoption of the Merger Agreement as it relates to the ANR Merger (the “ANR Merger Proposal”), as described in this joint proxy statement and prospectus.



Approval of the Holdings Merger Proposal requires approval by Holdings stockholders holding a majority of the outstanding shares of Holdings Common Stock as of the record date for the Holdings Special Meeting, and approval of the ANR Merger Proposal requires approval by ANR stockholders holding a majority of the voting power of the outstanding shares of ANR Common Stock as of the record date for the ANR Special Meeting. A holder of Class C-1 Common Stock can cast one vote for each share of Class C-1 Common Stock owned, and a holder of Class C-2 Common Stock can cast 1.187 votes for each share of Class C-2 Common Stock owned. All 4,223,400 shares of Class C-2 Common Stock outstanding are held by Holdings and, in the aggregate, constitute approximately 24% of the voting power of the outstanding shares of ANR Common Stock. Pursuant to the terms of the Merger Agreement. Holdings has agreed to vote all such shares in favor of the ANR Merger Proposal if the Holdings Merger Proposal is approved at the Holdings Special Meeting. In addition, certain shareholders of ANR and Holdings have entered into voting and support agreements with Contura pursuant to which they have agreed, among other things, to vote all shares of Holdings Common Stock and Class C-1 Common Stock beneficially owned by them (constituting, in the aggregate, approximately 38% of the outstanding shares of Holdings Common Stock and 35% of the outstanding shares of Class C-1 Common Stock, which shares of Class C-1 Common Stock so beneficially owned constitute approximately 27% of the voting power of the outstanding shares of ANR Common Stock) in favor of the adoption of the Merger Agreement, on the terms and subject to the conditions set forth in the voting and support agreements. In order to consummate the transactions contemplated by the Merger Agreement, including the Mergers, the ANR Merger and the Holdings Merger must both be approved by the applicable stockholders. If the ANR Merger is not approved by ANR’s stockholders or if the Holdings Merger is not approved by Holdings’ stockholders, then none of the ANR Merger, the Holdings Merger or the other transactions contemplated by the Merger Agreement will be consummated, and Alpha will remain a standalone company.
The Holdings Special Meeting will be held at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [a.m.][p.m.] local time. The ANR Special Meeting will be held at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [a.m.][p.m.] local time.
After careful consideration, the board of directors of Holdings determined that the Merger Agreement and the transactions contemplated thereby, including the Holdings Merger, are fair, advisable and in the best interests of Holdings and its stockholders. Accordingly, Holdings’ board of directors unanimously recommends that Holdings Stockholders vote “FOR” the adoption of the Holdings Merger Proposal and “FOR” one or more adjournments of the Holdings Special Meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposal if there are not otherwise sufficient votes to approve the proposal.
After careful consideration, the board of directors of ANR determined that the Merger Agreement and the transactions contemplated thereby, including the ANR Merger, are fair, advisable and in the best interests of ANR and its stockholders. Accordingly, ANR’s board of directors unanimously recommends that ANR Stockholders vote “FOR” the adoption of the ANR Merger Proposal and “FOR” one or more adjournments of the ANR Special Meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposal if there are not otherwise sufficient votes to approve the proposal.
If you hold outstanding shares of both Holdings Common Stock and ANR Common Stock, you will receive separate proxies for each of Holdings and ANR. You should complete, sign and return each proxy you receive or follow the internet instructions on each card.
We cannot complete the Mergers without stockholder approval of both the Holdings Merger Proposal and the ANR Merger Proposal. It is important that your shares be represented and voted regardless of the size of your holdings. Whether or not you plan to attend the Holdings Special Meeting or the ANR Special Meeting, we urge you in advance of the respective Special Meetings to submit a proxy to have your shares voted by using one of the methods described in this joint proxy statement and prospectus.
This joint proxy statement and prospectus provides important information regarding the Special Meetings and a detailed description of the Merger Agreement, the Mergers, certain related transactions and agreements and the matters to be presented at the Special Meetings. We encourage you to read the entire accompanying joint proxy statement and prospectus carefully. Please pay particular attention to “Risk Factors” beginning on page 38, for a discussion of the risks relating to the proposed Mergers.
We look forward to the successful completion of the Mergers and thank you for your prompt attention to this important matter.
Sincerely,
David J. Stetson
Chairman of the Board and Chief Executive Officer
ANR, Inc. and Alpha Natural Resources Holdings, Inc.



Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued in the Mergers or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense.
The date of this joint proxy statement and prospectus is [●], 2018, and it is first being mailed to Holdings Stockholders and ANR Stockholders on or about [●], 2018.



alphalogoa01.jpg
636 Shelby Street, 3rd Floor
Bristol, Tennessee 37620
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●] , 2018
To the Stockholders of ANR, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of ANR, Inc. (“ANR”) will be held at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [ a.m.][p.m.] local time (the “ANR Special Meeting”) for the purpose of considering and voting upon the following matters:
1.
Adoption of the Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2018, by and among ANR, Alpha Natural Resources Holdings, Inc. (“Holdings”), Contura Energy, Inc., Prime Acquisition I, Inc., and Prime Acquisition II, Inc. (“MergerSub2”), as such agreement may be amended from time to time (the “Merger Agreement”), a copy of which is attached as Annex A to this joint proxy statement and prospectus, as it relates to the merger of MergerSub2 with and into ANR (the “ANR Merger”), with ANR as the surviving corporation of the ANR Merger (the “ANR Merger Proposal”); and
2.
Approval of one or more adjournments of the ANR Special Meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the ANR Merger Proposal (the “ANR Adjournment Proposal”) if there are not otherwise sufficient votes to approve the proposal.
ANR Stockholders may also transact such other business as may properly come before the ANR Special Meeting and any adjournments or postponements thereof. At this time, ANR’s board of directors knows of no other proposal or matter to come before the ANR Special Meeting.
ANR’s board of directors has fixed the close of business on September 26, 2018, as the record date for determining those stockholders entitled to notice of, and to vote at, the ANR Special Meeting and any adjournments of the ANR Special Meeting (the “ANR Record Date”). Only ANR Stockholders of record at the close of business on the ANR Record Date are entitled to notice of, and to vote at, the ANR Special Meeting and any adjournments of the ANR Special Meeting. Approval of the ANR Merger Proposal requires approval by ANR Stockholders holding a majority of the voting power of the outstanding shares of Class C-1 common stock of ANR (“Class C-1 Common Stock”) and Class C-2 common stock of ANR (together with the Class C-1 Common Stock, the “ANR Common Stock”) as of the ANR Record Date. Approval of the ANR Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of ANR Common Stock as of the ANR Record Date that is present in person or represented by proxy at the ANR Special Meeting and entitled to vote on the ANR Adjournment Proposal.
If you wish to attend the ANR Special Meeting and your shares are held in the name of a bank, broker, trust or other nominee, you must bring (i) valid picture identification, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of ANR Common Stock on the ANR Record Date.
If you hold outstanding shares of both Holdings Common Stock and ANR Common Stock, you will receive separate proxies for each of Holdings and ANR. You should complete, sign and return each proxy you receive or follow the internet instructions on each card.
As required by Section 262 of the Delaware General Corporation Law, ANR is notifying all stockholders entitled to vote on the ANR Merger that you are or may be entitled to assert appraisal rights in connection with the proposed ANR Merger. The procedures you are required to follow in order to exercise your appraisal rights are summarized in this joint proxy statement and prospectus in the section entitled “The Mergers — Appraisal / Dissenters’ Rights for Alpha Stockholders” beginning on page 145, and a copy of the appraisal rights statute is included with this joint proxy statement and prospectus as Annex F .



Your vote is very important. Whether or not you plan to attend the ANR Special Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed envelope to ensure that your shares of ANR Common Stock will be voted at the ANR Special Meeting if you are unable to attend. You may also submit a proxy by telephone or via the Internet by following the instructions printed on the proxy card. If you hold your shares in street name, you may vote by following your broker’s instructions.
The ANR board of directors has unanimously approved the Merger Agreement, the ANR Merger and the other transactions contemplated by the Merger Agreement, has determined that the Merger Agreement and the transactions contemplated thereby, including the ANR Merger, are fair, advisable and in the best interests of ANR and its stockholders, and unanimously recommends that ANR Stockholders vote “FOR” the ANR Merger Proposal and “FOR” the ANR Adjournment Proposal.
We encourage you to read the entire accompanying joint proxy statement and prospectus carefully. Please pay particular attention to “Risk Factors” beginning on page 38, for a discussion of the risks relating to the proposed ANR Merger.
 
 
By Order of the Board of Directors,
 
 
 
 
 
David J. Stetson
 
 
Chairman of the Board and Chief Executive Officer
Bristol, Tennessee
 
 
 
 
 
[●], 2018
 
 



alphalogoa01.jpg
636 Shelby Street, 3rd Floor
Bristol, Tennessee 37620
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●] , 2018
To the Stockholders of Alpha Natural Resources Holdings, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Alpha Natural Resources Holdings, Inc. (“Holdings”) will be held at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●], 2018 at [●] [a.m.][p.m.] local time (the “Holdings Special Meeting”) for the purpose of considering and voting upon the following matters:
1.
Adoption of the Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2018, by and among ANR, Inc. (“ANR”), Holdings, Contura Energy, Inc., Prime Acquisition I, Inc. (“MergerSub1”) and Prime Acquisition II, Inc., as such agreement may be amended from time to time (the “Merger Agreement”), a copy of which is attached as Annex A to the joint proxy statement and prospectus, as it relates to the merger of MergerSub1 with and into Holdings (the “Holdings Merger”), with Holdings as the surviving corporation of the Holdings Merger (the “Holdings Merger Proposal”); and
2.
Approval of one or more adjournments of the Holdings Special Meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the Holdings Merger Proposal (the “Holdings Adjournment Proposal”) if there are not otherwise sufficient votes to approve the proposal.
Holdings Stockholders may also transact such other business as may properly come before the Holdings Special Meeting and any adjournments or postponements thereof. At this time, Holdings’ board of directors knows of no other proposal or matter to come before the Holdings Special Meeting.
Holdings’ board of directors fixed the close of business on September 26, 2018, as the record date for determining those stockholders entitled to notice of and to vote at the Holdings Special Meeting and any adjournments of the Holdings Special Meeting (the “Holdings Record Date”). Only Holdings Stockholders of record at the close of business on the Holdings Record Date are entitled to notice of and to vote at the Holdings Special Meeting and any adjournments of the Holdings Special Meeting. Approval of the Holdings Merger Proposal requires approval by Holdings Stockholders holding a majority of the outstanding shares of common stock of Holdings (“Holdings Common Stock”) as of the Holdings Record Date. Approval of the Holdings Adjournment Proposal requires the affirmative vote of the holders of a majority of the total Holdings Common Stock as of the Holdings Record Date that is present in person or represented by proxy at the Holdings Special Meeting and entitled to vote on the Holdings Adjournment Proposal.
If you wish to attend the Holdings Special Meeting and your shares are held in the name of a bank, broker, trust or other nominee, you must bring (i) valid picture identification, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of Holdings Common Stock on the Holdings Record Date.
If you hold outstanding shares of both Holdings Common Stock and ANR Common Stock, you will receive separate proxies for each of Holdings and ANR. You should complete, sign and return each proxy you receive or follow the internet instructions on each card.
As required by Section 262 of the Delaware General Corporation Law, Holdings is notifying all stockholders entitled to vote on the Holdings Merger that you are or may be entitled to assert appraisal rights in connection with the proposed Holdings Merger. The procedures you are required to follow in order to exercise your appraisal rights are summarized in this joint proxy statement and prospectus in the section entitled “The Mergers—Appraisal / Dissenters’ Rights for Alpha Stockholders” beginning on page 145 , and a copy of the appraisal rights statute is included with this joint proxy statement and prospectus as Annex F .



Your vote is very important. Whether or not you plan to attend the Holdings Special Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed envelope to ensure that your shares of Holdings Common Stock will be voted at the Holdings Special Meeting if you are unable to attend. You may also submit a proxy by telephone or via the Internet by following the instructions printed on the proxy card. If you hold your shares in street name, you may vote by following your broker’s instructions.
The Holdings board of directors has unanimously approved the Merger Agreement, the Holdings Merger and the other transactions contemplated by the Merger Agreement, has determined that the Merger Agreement and the transactions contemplated thereby, including the Holdings Merger, are fair, advisable and in the best interests of Holdings and its stockholders, and unanimously recommends that Holdings Stockholders vote “FOR” the Holdings Merger Proposal and “FOR” the Holdings Adjournment Proposal.
We encourage you to read the entire accompanying joint proxy statement and prospectus carefully. Please pay particular attention to “Risk Factors” beginning on page 38, for a discussion of the risks relating to the proposed Holdings Merger.
 
 
By Order of the Board of Directors,
 
 
 
 
 
David J. Stetson
 
 
Chairman of the Board and Chief Executive Officer
Bristol, Tennessee
 
 
 
 
 
[●], 2018
 
 




ABOUT THIS JOINT PROXY STATEMENT AND PROSPECTUS
This joint proxy statement and prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (referred to as the “SEC”) by Contura (File No. 333-226953), constitutes a prospectus of Contura under Section 5 of the Securities Act of 1933, as amended (referred to as the “Securities Act”), with respect to the shares of Contura common stock to be issued to Holdings and ANR stockholders pursuant to the Merger Agreement. It also constitutes a notice of meeting with respect to the special meeting of Holdings stockholders and a notice of meeting with respect to the special meeting of ANR stockholders. Contura and Alpha have not authorized anyone to provide you with any information other than the information that is contained in this joint proxy statement and prospectus. Contura and Alpha take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This joint proxy statement and prospectus is dated [ ], 2018. You should not assume that the information contained in this joint proxy statement and prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement and prospectus to Holdings stockholders or ANR stockholders, nor the issuance by Contura of shares of common stock in connection with the mergers, will create any implication to the contrary. This joint proxy statement and prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement and prospectus regarding Contura has been provided by Contura, and information contained in this joint proxy statement and prospectus regarding Alpha has been provided by Alpha.



TABLE OF CONTENTS
 
 
 
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Alpha Pre-Merger Special Dividend
 



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THE VOTING AND SUPPORT AGREEMENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 







QUESTIONS AND ANSWERS ABOUT THE MERGERS AND THE SPECIAL MEETINGS OF ALPHA STOCKHOLDERS
The following are some questions that you, as a stockholder of Holdings or ANR, may have regarding the mergers or the special meetings of Holdings and ANR stockholders, which we refer to collectively as the “Alpha special meetings,” and brief answers to those questions. More detailed information about the matters discussed in these questions and answers can be found elsewhere in this joint proxy statement and prospectus, as well as the annexes hereto. Contura Energy, Inc. (“Contura”), ANR and Holdings (together with ANR, “Alpha”) encourage you to read carefully the remainder of this joint proxy statement and prospectus because the information in this section does not provide all of the information that might be important to you with respect to the matters being considered at the Alpha special meetings. Additional important information is also contained in the annexes to this joint proxy statement and prospectus.
Q:
Why am I receiving this joint proxy statement and prospectus?
A:
The boards of directors of Holdings and ANR are using this joint proxy statement and prospectus to solicit proxies of Alpha stockholders pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2018 (as amended from time to time, the “merger agreement”), among ANR, Holdings, Contura, MergerSub1 and MergerSub2, providing, among other things, that, upon the terms and subject to the conditions set forth in the merger agreement, MergerSub1, a wholly owned subsidiary of Contura, will merge with and into Holdings (the “Holdings merger”), and MergerSub2, a wholly owned subsidiary of MergerSub1, will merge with and into ANR (the “ANR merger” and together with the Holdings merger, the “mergers”).
In addition, this joint proxy statement and prospectus is a prospectus for Alpha stockholders because as a result of the mergers and upon the terms and subject to the conditions set forth in the merger agreement, Contura will issues shares of common stock, par value $0.01, of Contura (“Contura common stock”) to Alpha stockholders as the merger consideration (along with cash in lieu of fractional shares).
In order to complete the mergers, ANR and Holdings stockholders must adopt the merger agreement. ANR and Holdings will hold separate special meetings of stockholders to obtain these approvals. This joint proxy statement and prospectus contains important information about the merger agreement, the mergers and the special meetings of the ANR and Holdings stockholders, and you should read it carefully. The enclosed voting materials allow you to vote your shares without attending the applicable meeting in person.
Your vote is important. We encourage you to submit your proxy as soon as possible.
Q:
What merger consideration and dividends are contemplated by the merger agreement?
A:
If the mergers are completed, each share of common stock, par value $0.01 per share, of Holdings (“Holdings common stock”) and each share of Class C-1 common stock, par value $0.01 per share, of ANR (“Class C-1 common stock”), in each case outstanding immediately prior to the effective times of the mergers (other than shares held directly by Holdings, ANR or Contura and shares held by any holder of Holdings common stock or Class C-1 common stock with respect to which appraisal rights have been properly demanded and not properly withdrawn) will be converted into the right to receive 0.4417 (the “exchange ratio”) fully paid and nonassessable shares of Contura common stock (the “merger consideration”). All shares of Class C-2 common stock, par value $0.01 per share, of ANR (“Class C-2 common stock” and together with the Class C-1 common stock, the “ANR common stock”) and all shares of Holdings common stock and Class C-1 common stock held by Holdings, ANR or Contura will be canceled for no consideration in connection with the mergers. No fraction of a share of Contura common stock will be issued in the mergers and instead holders of Holdings common stock or Class C-1 common stock who would otherwise be entitled to receive a fraction of a share of Contura common stock will receive an amount in cash, as further described under “The Merger Agreement—Merger Consideration” beginning on page 162.
In addition, under the merger agreement, holders of record of ANR common stock or Holdings common stock as of a record date not less than one business day prior to the anticipated closing date of the mergers will be entitled to receive a special cash dividend in an amount equal to $2.725 per share for each share of Class C-1 common stock and each share of Holdings common stock they own on that record date (the “Alpha pre-merger special dividend”). The Alpha pre-merger special dividend does not constitute a portion of the merger consideration.

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Q:
When and where will the special meetings of the Alpha stockholders be held?
A:
The special meeting of ANR stockholders (the “ANR special meeting”) will be held at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [a.m.][p.m.] local time. The special meeting of Holdings stockholders (the “Holdings special meeting” and each of the ANR special meeting and the Holdings special meeting, a “ special meeting ”) will be held at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [a.m.][p.m.] local time.
Q:
What are Alpha stockholders voting to approve and why is this approval necessary?
A:
ANR stockholders are being asked to approve (i) a proposal to adopt the merger agreement as it relates to the ANR merger (the “ANR merger proposal”), and (ii) a proposal to approve one or more adjournments of the ANR special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the ANR merger proposal (the “ANR adjournment proposal”) if there are not otherwise sufficient votes to approve the proposal.
Holdings stockholders are being asked to approve (i) a proposal to adopt the merger agreement as it relates to the Holdings merger (the “Holdings merger proposal” and together with the ANR merger proposal, the “merger proposals”), and (ii) a proposal to approve one or more adjournments of the Holdings special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the Holdings merger proposal (the “Holdings adjournment proposal” and together with the ANR adjournment proposal, the “adjournment proposals”).
ANR stockholders and Holdings stockholders, respectively, are being asked to approve the ANR merger proposal and the Holdings merger proposal, respectively, in order to satisfy the requirements of Section 251 of the Delaware General Corporation Law (“DGCL”) and a condition to the consummation of the mergers contained in the merger agreement.
Pursuant to the terms of the merger agreement, Holdings agreed to vote all of its 4,223,400 shares of Class C-2 common stock in favor of the ANR merger proposal if the Holdings merger proposal is approved at the Holdings special meeting, which, in the aggregate, constitutes approximately 24% of the voting power of the outstanding shares of ANR common stock. KLS Diversified Asset Management, certain affiliates of BlackRock Inc., Deutsche Bank Securities Inc., The New York Distressed Debt Trading Desk of Morgan Stanley & Co, LLC and certain affiliates of Alta Fundamental Advisers LLC (collectively, the “Alpha Stockholder Parties”) entered into voting and support agreements with Contura (the “Voting Agreements”) pursuant to which they have agreed, among other things, to vote all shares of Holdings common stock and Class C-1 common stock beneficially owned by them (constituting, in the aggregate, approximately 38% of the outstanding shares of Holdings common stock and 35% of the outstanding shares of Class C-1 common stock, which shares of Class C-1 common stock so beneficially owned constitute approximately 27% of the voting power of the outstanding shares of ANR common stock) in favor of the adoption of the merger agreement, on the terms and subject to the conditions set forth in the Voting Agreements.
Q:
Who can attend and vote at the special meetings?
A:
You, or your duly authorized proxies, can attend and vote at the ANR special meeting if you owned shares of ANR common stock at the close of business on September 26, 2018, the record date for the ANR special meeting (the “ANR record date”).
You, or your duly authorized proxies, can attend and vote at the Holdings special meeting if you owned shares of Holdings common stock at the close of business on September 26, 2018, the record date for the Holdings special meeting (the “Holdings record date”).
Q:
What do I need to do to attend the special meetings?
A:
If you are an ANR stockholder of record as of the ANR record date, you must present an acceptable form of identification (such as a valid driver’s license) in order to enter the ANR special meeting. If you hold your shares in indirectly through a bank, broker, trustee or other nominee (each referred to herein as, a “broker”), you must bring (i) an acceptable form of identification, such as a driver’s license, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of Class C-1 common stock on the ANR record date.

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If you are a Holdings stockholder of record as of the Holdings record date, you must present an acceptable form of identification (such as a valid driver’s license) in order to enter the Holdings special meeting. If you hold your shares in street name (as discussed below), you must bring (i) an acceptable form of identification, such as a driver’s license, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of Holdings common stock on the Holdings record date.
Q:
What is the difference between holding shares as a stockholder of record and holding shares in “street name” as a beneficial owner?
A:
If your shares of Holdings common stock are held directly in your name with Holdings’ transfer agent, or if your shares of Class C-1 common stock are held directly in your name with ANR’s transfer agent, you are considered a stockholder of record of Holdings or ANR, respectively. If you hold your shares of Holdings common stock or Class C-1 common stock indirectly through a broker, you are considered a beneficial owner of those shares but are not the stockholder of record. In this circumstance, you are a stockholder whose shares are held in “street name” and your broker is considered the stockholder of record. If you hold your shares in street name, you may vote by following your broker’s instructions or, in order to vote in person at the applicable special meeting, you must comply with the procedures described above.
Q:
What vote is required to approve the merger proposals and the adjournment proposals?
A:
Approval of the ANR merger proposal requires approval by ANR stockholders holding a majority of the voting power of the outstanding shares of ANR common stock as of the ANR record date. Approval of the ANR adjournment proposal requires the affirmative vote of the ANR stockholders holding a majority of the voting power as of the ANR record date that is present in person or represented by proxy at the ANR special meeting and entitled to vote on the ANR adjournment proposal. A holder of Class C-1 common stock of ANR can cast one vote for each share of Class C-1 common stock of ANR owned, and a holder of Class C-2 common stock of ANR can cast 1.187 votes for each share of Class C-2 common stock of ANR owned. All 4,223,400 shares of Class C-2 common stock of ANR outstanding are held by Holdings and, in the aggregate, constitute approximately 24% of the voting power of the outstanding shares of ANR common stock. Pursuant to the terms of the merger agreement, Holdings has agreed to vote all such shares in favor of the ANR merger proposal if the Holdings merger proposal is approved at the Holdings special meeting.
Approval of the Holdings merger proposal requires approval by Holdings stockholders holding a majority of the outstanding shares of Holdings common stock as of the Holdings record date. Approval of the Holdings adjournment proposal requires the affirmative vote of the holders of a majority of the total Holdings common stock as of the Holdings record date that is present in person or represented by proxy at the Holdings special meeting and entitled to vote on the Holdings adjournment proposal.
The Alpha Stockholder Parties have entered into Voting Agreements with Contura pursuant to which they have agreed, among other things, to vote all shares of Holdings common stock and Class C-1 common stock beneficially owned by them (constituting, in the aggregate, approximately 38% of the outstanding shares of Holdings common stock and 35% of the outstanding shares of Class C-1 common stock, which shares of Class C-1 common stock so beneficially owned constitute approximately 27% of the voting power of the outstanding shares of ANR common stock) in favor of the adoption of the merger agreement, on the terms and subject to the conditions set forth in the Voting Agreements.
Q:
How does the Alpha board of directors recommend that Alpha stockholders vote?
A:
ANR’s board of directors unanimously recommends that holders of ANR common stock vote “FOR” the ANR merger proposal and “FOR” the ANR adjournment proposal.
Holdings’ board of directors unanimously recommends that holders of Holdings common stock vote “FOR” the Holdings merger proposal and “FOR” the Holdings adjournment proposal.

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Q:
What should Alpha stockholders do now in order to vote on the proposals being considered at the applicable special meeting?
A:
ANR stockholders and Holdings stockholders may vote in person or by proxy at the ANR special meeting and the Holdings special meeting, respectively. If you hold your shares in your name as a stockholder of record of the applicable company, you may cast your vote in one of four ways:
By Internet. The web address for Internet voting can be found on the enclosed proxy card. Internet voting is available 24 hours a day. To be valid, your vote by Internet must be received by the deadline specified on the proxy card.
By Telephone. The telephone number for telephone voting can be found on the enclosed proxy card and is available 24 hours a day. To be valid, your vote by telephone must be received by the deadline specified on the proxy card.
By Mail. Mark the enclosed proxy card, sign and date it, and return it in the postage prepaid envelope provided. To be valid, your vote by mail must be received by the deadline specified on the proxy card.
At the Special Meeting. You can vote your shares in person at the applicable special meeting. You must present an acceptable form of identification (such as a valid driver’s license) in order to enter the applicable special meeting.
If you hold your shares in street name, you may vote by following your broker’s instructions or, in order to vote in person at the applicable special meeting, you must bring (i) an acceptable form of identification, such as a driver’s license, (ii) a “legal proxy” form from the broker, and (iii) an account statement or other acceptable evidence showing that you were the beneficial owner of Class C-1 common stock on the ANR record date or Holdings common stock on the Holdings record date, as applicable.
Q:
What will happen if I abstain from voting, fail to vote or do not direct how to vote on my proxy?
A:
If you abstain from voting with respect to a merger proposal or fail to either submit a proxy card or vote in person at the applicable special meeting with respect to such merger proposal, then based on applicable voting standards, it will have the same effect as a vote “AGAINST” that merger proposal. If you hold shares indirectly through a broker and fail to instruct your broker with respect to the applicable merger proposal, your broker will not have discretionary authority to vote your shares with respect to that proposal, which will also have the same practical effect as a vote “AGAINST” the applicable merger proposal.
If you abstain from voting with respect to an adjournment proposal, it will be counted for the purposes of determining whether there is a quorum and will have the same effect as a vote “AGAINST” the applicable adjournment proposal. If you fail to vote in person or by proxy or you hold shares in street name and fail to instruct your broker with respect to the applicable adjournment proposal, it will have no effect on the applicable adjournment proposal.
Q:
Will there be any broker non-votes?
A:
A broker non-vote occurs when a broker holding shares for a beneficial owner (i.e., where shares are held in “street name”) does not receive voting instructions from the beneficial owner. Since the ANR merger proposal, the ANR adjournment proposal, the Holdings merger proposal and the Holdings adjournment proposal are all non-routine matters, brokers will not have discretionary authority to vote shares held for a beneficial owner that does not provide voting instructions.
Q:
Can I change or revoke my vote after I have delivered my proxy?
A:
Yes. You can change your vote at any time before your proxy is voted at the applicable special meeting. If you are a stockholder of record, you can do this by timely:
resubmitting your proxy on a later date via the Internet or by telephone and following appropriate instructions;

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executing and mailing a proxy card that is dated and received on a later date (which must be received no later than [●] , 2018);
notifying the Secretary of ANR or Holdings, as applicable, in writing, at 636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620, before the applicable special meeting that you have revoked your proxy (which notification must be received by the close of business on [●] , 2018); or
voting in person at the applicable special meeting, although attendance at the special meeting will not by itself revoke a proxy.
If your shares are held in street name, you should contact your broker to change your vote.
Q:
What should Alpha stockholders do if they receive more than one set of voting materials?
A:
If you receive more than one proxy card for the ANR special meeting or more than one proxy card for the Holdings special meeting, your shares may be registered in more than one name or in different accounts. Please complete, date, sign and return each proxy card to ensure that all your shares are voted.
Q:
When can Alpha stockholders expect to receive the merger consideration?
A:
As soon as reasonably practicable after the closing of the mergers, and in any event within three business days thereafter, Contura will cause the exchange agent to mail to each holder of record of Holdings common stock or Class C-1 common stock, a letter of transmittal and instructions explaining how to surrender stock certificates or book-entry shares representing shares of Holdings common stock or Class C-1 common stock, as applicable, in exchange for the merger consideration.
Q:
When can Alpha stockholders expect to receive the Alpha pre-merger special dividend?
A:
Alpha stockholders of record as of the record date for the Alpha pre-merger special dividend can expect to receive the Alpha pre-merger special dividend within three to five business days of the record date for the Alpha pre-merger special dividend. However, the Alpha pre-merger special dividend will not be paid unless the merger proposals have been approved.
Q:
May I transfer shares of Alpha common stock before the Alpha special meetings?
A:
Yes. If you transfer your shares of ANR common stock or Holdings common stock after the applicable record date but before the applicable special meeting, you will retain your right to vote at the applicable special meeting, but you will have transferred the right to receive the merger consideration in the mergers. In order to receive the merger consideration, you must hold your shares through the completion of the mergers.
If you transfer your shares of ANR common stock or Holdings common stock before the applicable record date for the Alpha pre-merger special dividend, you will not receive the Alpha pre-merger special dividend. In order to receive the Alpha pre-merger special dividend, you must hold your shares through the record date for the Alpha pre-merger special dividend. The record date for the Alpha pre-merger special dividend is expected to be the date of the Alpha special meetings and must be not less than one business day prior to the anticipated closing date of the mergers. Alpha will promptly make an announcement upon a change of the expected record date for the Alpha pre-merger dividend.
Q:
What are the expected U.S. federal income tax consequences of the mergers to Alpha stockholders?
A:
Contura has received an opinion from Davis Polk & Wardwell LLP, dated as of October 5 , 2018, that each merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The completion of the mergers is not conditioned on the receipt of an opinion of counsel to that effect, and neither Alpha nor Contura intends to request a ruling from the Internal Revenue Service (the “IRS”) regarding the qualification of either merger as a “reorganization.” Accordingly, no assurance can be given that the IRS will not challenge the treatment of either merger as a “reorganization” or that a court would not sustain such a challenge.

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Assuming that the applicable merger qualifies as a reorganization, U.S. Holders (as defined in the section entitled “Material United States Federal Income Tax Consequences of the Mergers” below) who exchange their Holdings common stock or Class C-1 common stock, as applicable, for the consideration being paid in the merger will not recognize any gain or loss upon the receipt of the merger consideration except with respect to cash received in lieu of a fractional share of Contura common stock and except as hereinafter provided.
Provided that Alpha is not (and has not been during the relevant period) a “United States real property holding corporation” under Section 897 of the Code (a “USRPHC”), a non-U.S. Holder will generally not recognize any gain or loss upon the receipt of the merger consideration in the merger. However, if Alpha is (or was during the relevant period) a USRPHC, then, assuming that shares of Contura common stock are regularly traded on the NYSE following the mergers, a non-U.S. Holder (other than a non-U.S. Holder who will own immediately following the mergers (or has owned during the five-year period preceding the mergers), actually or constructively, more than 5% of the outstanding shares of Contura common stock and complies with certain U.S. federal income tax reporting requirements) will generally recognize gain, but not loss, equal to the difference between (i) the fair market value of the merger consideration to which such non-U.S. holder is entitled and (ii) such non-U.S. holder’s tax basis in the shares of Holdings common stock or Class C-1 common stock, as applicable, surrendered in the merger. Such gain will be subject to U.S. federal income tax.
The federal income tax consequences of the mergers in the event that either merger does not qualify as a “reorganization” for U.S. federal income tax purposes are discussed below under “Material United States Federal Income Tax Consequences of the Mergers.”
Each Alpha stockholder should carefully read the discussion under “Material United States Federal Income Tax Consequences of the Mergers” and should consult its own tax advisor for a full understanding of the tax consequences of the mergers to such Alpha stockholder.
Q:
What are the expected U.S. federal income tax consequences to Alpha stockholders of the Alpha pre-merger special dividend?
A: The Alpha pre-merger special dividend will be paid from the assets of Holdings or ANR, as applicable, and should be treated as a dividend and should not be treated as merger consideration. Assuming such treatment, each recipient of the Alpha pre-merger special dividend generally will recognize taxable income to the extent that the special dividend is paid out of the current or accumulated earnings and profits of Holdings or ANR, as applicable and subject to applicable limitations, the Alpha pre-merger special dividend paid to non-corporate U.S. Holders will qualify for a reduced (maximum federal income tax rate of 20%) federal income tax rate. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate in their particular circumstances. To the extent the special dividend exceeds the current and accumulated earnings and profits of Holdings or ANR, as applicable, it will constitute a non-taxable return of capital up to the amount of the stockholder’s tax basis in its shares of Holdings common stock or Class C-1 common stock, as applicable, and then will be treated as gain from the sale of such stock.
Non-U.S. Holders receiving the Alpha pre-merger special dividend will generally be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, non-U.S. Holders will be required to provide a properly executed applicable IRS Form W-8 certifying such holder’s entitlement to benefits under a treaty. Each Non-U.S. Holder should carefully read the discussion under “Material United States Federal Income Tax Consequences of the Mergers — Tax Consequences of the Alpha Pre-Merger Special Dividend.”
Q:
Who can help answer my questions?
A:
If you have any questions about the mergers or the special meetings, or if you need additional copies of this joint proxy statement and prospectus or the enclosed proxy card, you should contact ANR’s and Holdings’ proxy solicitor at:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550 (collect)

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All Others Call: (800) 967-7510 (toll-free)
Email: alpha@dfking.com


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SUMMARY
The following is a summary that highlights information contained in this joint proxy statement and prospectus. This summary does not contain all of the information that might be important to you. For a more complete description of the merger agreement and the transactions contemplated by the merger agreement, including the mergers and the issuance of shares of Contura common stock pursuant to the merger agreement, we encourage you to read carefully this entire joint proxy statement and prospectus, including the attached annexes.
Information about the Companies (see page 185)
Contura
Contura is a large scale, diversified provider of met and steam coal to a global customer base. Contura operates high-quality, cost-competitive coal mines across coal basins in Virginia, West Virginia and Pennsylvania, complemented by a Trading and Logistics business. Contura currently operates four mining complexes, comprised of seven underground mines, two surface mines and four coal preparation plants. Contura’s Trading and Logistics business focuses on the sale of third-party coal into the international market. Contura owns a 65.0% interest in Dominion Terminal Associates (“DTA”), a coal export terminal in eastern Virginia. Contura’s principal executive offices are located at 340 Martin Luther King Jr. Blvd., Bristol, Tennessee 37620 and its telephone number is (423) 573-0300.
Holdings
Alpha Natural Resources Holdings, Inc., a Delaware corporation, was incorporated pursuant to the restructuring transactions described in the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession, as Modified, dated May 27, 2016 (the “Plan of Reorganization”). Holdings does not own any assets or properties other than 4,223,400 shares of Class C-2 common stock, and Holdings does not have, and has never had since its incorporation, any employees, has not engaged in any activities or business and has incurred no liabilities or obligations, in each case, other than those incident to its ownership of Class C-2 common stock. Holdings’ principal executive offices are located at 636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620, and its telephone number is (423) 574-5100.
ANR
ANR, Inc., a Delaware corporation, was incorporated pursuant to the Plan of Reorganization. Together with its subsidiaries, ANR is a large scale, diversified provider of met and steam coal to a global customer base. ANR currently operates four mining complexes located in West Virginia, comprised of fourteen underground mines, seven surface mines and nine coal preparation plants. As of June 30, 2018, Alpha had approximately 2,700 employees. ANR’s principal executive offices are located at 636 Shelby Street, 3rd Floor, Bristol, Tennessee 37620, and its telephone number is (423) 574-5100.
The Mergers (see page 83)
What Alpha Stockholders Will Receive in the Mergers (see page 162)
If the mergers are completed, each share of Holdings common stock and each share of Class C-1 common stock, in each case outstanding immediately prior to the effective times of the mergers (other than shares held directly by Holdings, ANR or Contura and shares held by any holder of Holdings common stock or Class C-1 common stock with respect to which appraisal rights have been properly demanded and not properly withdrawn), will be converted into the right to receive 0.4417 fully paid and nonassessable shares of Contura common stock, subject to adjustment for stock splits and similar events as provided in the merger agreement. All shares of Class C-2 common stock and all shares of Holdings common stock and Class C-1 common stock held by Holdings, ANR or Contura will be canceled for no consideration in connection with the mergers. No fraction of a share of Contura common stock will be issued in the mergers and instead holders of Holdings common stock or Class C-1 common stock who would otherwise be entitled to receive a fraction of a share of Contura common stock will receive an amount in cash, as further described under “The Merger Agreement—Merger Consideration” beginning on page 162.

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In addition, under the merger agreement, holders of record of ANR common stock or Holdings common stock will be entitled to receive a special cash dividend in an amount equal to $2.725 per share for each share of Class C-1 common stock, each share of Class C-2 common stock and each share of Holdings common stock they own on the record date for the Alpha pre-merger special dividend, which will be not less than one business day prior to the anticipated closing date of the mergers, as further described under “The Merger Agreement—Alpha Pre-Merger Special Dividend” beginning on page 164. The Alpha pre-merger special dividend does not constitute a portion of the merger consideration.
Contura’s Reasons for the Mergers (see page 100)
In evaluating the mergers, the Contura board of directors consulted with Contura’s management, as well as Contura’s legal and financial advisors and, in reaching its decision to approve the merger agreement and the transactions contemplated thereby, the Contura board of directors considered a number of factors, including those listed in “The Mergers — Contura’s Reasons for the Mergers” beginning on page 100.
Alpha’s Reasons for the Mergers (see page 102)
In evaluating the mergers, the ANR board of directors (the “ANR board”) and the Holdings board of directors each consulted with Alpha’s management, as well as Alpha’s legal and financial advisors and, in reaching their respective decisions to approve the merger agreement and the transactions contemplated thereby, the ANR board of directors and the Holdings board of directors considered a number of factors, including those listed in “The Mergers — Alpha’s Reasons for the Mergers; Recommendation of the Alpha Board of Directors” beginning on page 102.
Treatment of Alpha Equity Awards (see page 164)
Immediately prior to the effective time of the mergers, each outstanding option to purchase Class C-1 common stock (an “ANR Option”), whether or not vested, will be automatically converted into the number of shares of Class C-1 common stock equal in value (based on a per share value equivalent to the weighted average price of Contura common stock during a 15 trading day period ending on the second to last trading day prior to the mergers, multiplied by the exchange ratio) to the aggregate intrinsic (or “in-the-money”) value of such ANR Option (the “Per ANR Share Price”). Such Class C-1 common stock will be issued to the applicable ANR Option holder as book-entry shares and will be subject to applicable withholding taxes. Each holder will be given the opportunity to elect, which election must be made prior to the beginning of the period during which the Per ANR Share Price will be measured, whether to satisfy the applicable tax withholding obligation by paying cash or by reducing the number of shares of Class C-1 common stock that will be delivered to such holder. If no election is timely made by a holder, such holder will be deemed to have elected to pay the withholding tax by reducing the number of shares of Class C-1 common stock that will be delivered to such holder. As of the effective time of the mergers, shares of Class C-1 common stock received in connection with the conversion of the ANR Options will be converted into Contura common stock on the same terms as are applicable to other ANR stockholders, as set forth in “Summary — The Mergers — What Alpha Stockholders Will Receive in the Mergers” beginning on page 8. Each holder of an ANR Option will also be entitled to receive a dividend equivalent payment equal to the Alpha pre-merger special dividend amount of $2.725 per share for each share of Class C-1 common stock underlying such ANR Option.
At the effective time of the mergers, each outstanding ANR restricted stock unit (an “ANR RSU”) granted under any ANR equity plan, whether or not then vested, will be assumed by Contura and converted automatically into a restricted stock unit relating to shares of Contura common stock (a “Contura RSU”). The number of shares of Contura common stock underlying the Contura RSU award will be calculated by multiplying the number of ANR RSUs held by the holder immediately prior to the effective time of the mergers by the exchange ratio. Each Contura RSU will otherwise be subject to the same terms and conditions (including as to continued vesting) as were applicable to the corresponding ANR RSU.
Recommendation of the Alpha Board of Directors (see page 102)
ANR’s board of directors unanimously recommends that holders of ANR common stock vote “FOR” the ANR merger proposal and “FOR” the ANR adjournment proposal.
Holdings’ board of directors unanimously recommends that holders of Holdings common stock vote “FOR” the Holdings merger proposal and “FOR” the Holdings adjournment proposal.

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Special Meeting of Stockholders of ANR (see page 73)
ANR plans to hold the ANR special meeting at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [a.m.][p.m.] local time. At the ANR special meeting, ANR stockholders will be asked to vote on the following proposals:
to adopt the merger agreement; and
to approve of one or more adjournments of the ANR special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposal if there are not otherwise sufficient votes to approve the proposal.
ANR stockholders are being asked to vote on the ANR merger proposal in order to satisfy the requirements of Section 251 of the DGCL and a condition to the mergers contained in the merger agreement.
You can vote at the ANR special meeting to approve the ANR merger proposal if you owned ANR common stock as of the ANR record date. As of the ANR record date, there were 15,974,120 shares of Class C-1 common stock and 4,223,400 shares of Class C-2 common stock outstanding. A holder of Class C-1 common stock can cast one vote for each share of Class C-1 common stock owned on the ANR record date, and a holder of Class C-2 common stock can cast 1.187 votes for each share of Class C-2 common stock owned on the ANR record date. All 4,223,400 shares of Class C-2 common stock of ANR outstanding are held by Holdings and, in the aggregate, constitute approximately 24% of the voting power of the outstanding shares of ANR common stock. Pursuant to the terms of the merger agreement, Holdings has agreed to vote all such shares in favor of the ANR merger proposal if the Holdings merger proposal is approved at the Holdings special meeting. The Alpha Stockholder Parties have entered into Voting Agreements with Contura pursuant to which they have agreed, among other things, to vote all shares of Class C-1 common stock beneficially owned by them (constituting, in the aggregate, approximately 35% of the outstanding shares of Class C-1 common stock, which shares of Class C-1 common stock so beneficially owned constitute approximately 27% of the voting power of the outstanding shares of ANR common stock) in favor of the adoption of the merger agreement, on the terms and subject to the conditions set forth in the Voting Agreement.
For additional and more information regarding voting at the ANR special meeting, see “ANR Special Meeting.”
If you hold outstanding shares of both Holdings common stock and ANR common stock, you will receive separate proxies for each of Holdings and ANR. You should complete, sign and return each proxy you receive or follow the internet instructions on each card.
Special Meeting of Stockholders of Holdings (see page 77)
Holdings plans to hold the Holdings special meeting at the offices of Katten Muchin Rosenman LLP, 575 Madison Avenue, 11th Floor, New York, New York 10022 on [●] , 2018 at [●] [a.m.][p.m.] local time. At the Holdings special meeting, Holdings stockholders will be asked to vote on the following proposals:
to adopt the merger agreement; and
to approve of one or more adjournments of the Holdings special meeting, if necessary or appropriate, including adjournments to permit the further solicitation of proxies in favor of the foregoing proposal if there are not otherwise sufficient votes to approve the proposal.
Holdings stockholders are being asked to vote on the Holdings merger proposal in order to satisfy the requirements of Section 251 of the DGCL and a condition to the mergers contained in the merger agreement.
You can vote at the Holdings special meeting to approve the Holdings merger proposal if you owned Holdings common stock as of the Holdings record date. As of the Holdings record date, there were 4,223,290 shares of Holdings common stock outstanding. A holder of Holdings common stock is entitled to cast one vote for each share of Holdings common stock owned on the Holdings record date. The Alpha Stockholder Parties have entered into Voting Agreements with Contura pursuant to which they have agreed, among other things, to vote all shares of Holdings common stock beneficially owned by them

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(constituting, in the aggregate, approximately 38% of the outstanding shares of Holdings) in favor of the adoption of the merger agreement, on the terms and subject to the conditions set forth in the Voting Agreements.
For additional and more information regarding voting at the Holdings special meeting, see “Holdings Special Meeting.”
If you hold outstanding shares of both Holdings common stock and ANR common stock, you will receive separate proxies for each of Holdings and ANR. You should complete, sign and return each proxy you receive or follow the internet instructions on each card.
Voting and Support Agreement (see page 178)
On September 26, 2018, KLS Diversified Asset Management, certain affiliates of BlackRock Inc., Deutsche Bank Securities Inc., The New York Distressed Debt Trading Desk of Morgan Stanley & Co. LLC and certain affiliates of Alta Fundamental Advisers LLC each entered into a Voting Agreement with Contura pursuant to which each of them agreed, among other things, to vote all of the shares of Class C-1 common stock beneficially owned by them (constituting, in the aggregate, approximately 35% of the outstanding shares of Class C-1 Common Stock, which shares of Class C-1 common stock so beneficially owned constitute approximately 27% of the voting power of the outstanding shares of ANR common stock) in favor of the adoption of the Merger Agreement, on the terms and subject to the conditions set forth in the Voting Agreements. If the Holdings or ANR board withdraws its recommendation of the Holdings merger proposal or the ANR merger proposal, as applicable, the Alpha Stockholder Parties’ Holdings common stock or Class C-1 common stock subject to the obligation to vote in favor of the adoption of the merger agreement, as applicable, will be reduced on a pro rata basis so that the shares under all Voting Agreements subject to that obligation equal 30% of the total issued and outstanding shares of Holdings common stock or Class C-1 common stock, as applicable, and the excess shares of each Alpha Stockholder Party will be voted, at the Alpha Stockholder Party’s election, either in favor of the adoption of the merger agreement or pro rata in accordance with the votes of other holders of Holdings common stock or Class C-1 common stock, as applicable, who have not entered into a Voting Agreement. Based on information provided by the Alpha Stockholder Parties, as of the ANR record date and the Holdings record date, as applicable, KLS Diversified Asset Management beneficially owned 455,055 shares of Holdings common stock and 1,341,712 shares of Class C-1 common stock, the certain affiliates of BlackRock Inc. beneficially owned in the aggregate 248,101 shares of Holdings common stock and 1,318,605 shares of Class C-1 common stock, Deutsche Bank Securities Inc. beneficially owned 296,005 shares of Holdings common stock and 1,259,737 shares of Class C-1 common stock, The New York Distressed Debt Trading Desk of Morgan Stanley & Co. LLC beneficially owned 185,292 shares of Holdings common stock and 979,215 shares of Class C-1 common stock and the certain affiliates of Alta Fundamental Advisers LLC beneficially owned in the aggregate 415,378 shares of Holdings common stock and 707,374 shares of Class C-1 common stock.
For a further discussion of the Voting Agreements, see the section entitled “The Voting and Support Agreements” and Annex B .
Opinions of Alpha’s Financial Advisors (see page 107)
BRG, Financial Advisor to Holdings (see page 114)
On September 26, 2018, at a joint meeting of ANR’s board of directors and Holdings’ board of directors held to evaluate the mergers, BRG Valuation Services, LLC (“BRG”) rendered to Holdings’ board of directors an oral opinion, which was confirmed by delivery of the written opinion dated September 26, 2018, to the effect that, as of that date and based on and subject to the matters described in its opinion, the exchange ratio was fair, from a financial point of view to the holders of the Holdings common stock.
The full text of BRG’s written opinion, dated September 26, 2018, is attached as Annex D to this joint proxy statement and prospectus. The opinion sets forth the assumptions made, procedures followed, matters considered and limitations of the review undertaken. BRG’s opinion was provided to Holdings’ board of directors in connection with its evaluation of the exchange ratio from a financial point of view to the existing holders of Holdings common stock. BRG’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Holdings merger.
For a further discussion of BRG’s opinion, see the section entitled “The Mergers — Opinion of Holdings’ Financial Advisor” and Annex D .

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Moelis, Financial Advisor to ANR (see page 107)
In connection with the ANR merger, ANR’s board of directors received a written opinion, dated September 26, 2018, from ANR’s financial advisor, Moelis & Company LLC (“Moelis”), as to the fairness, from a financial point of view and as of the date of such opinion, to the holders of Class C-1 common stock of the exchange ratio set forth in the merger agreement. The full text of Moelis’ written opinion dated September 26, 2018, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C to this joint proxy statement and prospectus and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of ANR’s board of directors (in its capacity as such) in its evaluation of the ANR merger. Moelis’ opinion is limited solely to the fairness, from a financial point of view, of the exchange ratio to the holders of Class C-1 common stock and does not address ANR’s underlying business decision to effect the ANR merger or the relative merits of the ANR merger as compared to any alternative business strategies or transactions that might be available with respect to ANR. Moelis’ opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the mergers or any other matter.
For a further discussion of Moelis’ opinion, see the section entitled “The Mergers — Opinion of ANR’s Financial Advisor” and Annex C .
Opinion of Contura’s Financial Advisor (see page 127)
At the meeting of the Contura board of directors on September 26, 2018, Ducera Securities LLC (“Ducera”) rendered its oral opinion, which was subsequently confirmed in writing, to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and conditions described in such opinion, the exchange ratio was fair, from a financial point of view, to Contura.
The full text of the written opinion of Ducera, dated as of September 26, 2018, is attached as Annex E to this joint proxy statement and prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications, conditions and limitations on the scope of the review undertaken by Ducera in rendering its opinion. Ducera’s opinion is directed to the Contura board of directors and addresses only the fairness from a financial point of view of the exchange ratio to Contura. It does not constitute a recommendation to any holder of Contura common stock as to how to vote in connection with the mergers or whether to take any other action with respect to the mergers.
For a further discussion of Ducera’s opinion, see the section entitled “The Mergers — Opinion of Contura's Financial Advisor” and Annex E .
Board of Directors of the Combined Company Following Completion of the Mergers (see page 143)
Effective as of the closing of the mergers, the size of the combined company’s board of directors will be expanded to nine directors. Five board seats will be filled by the current members of Contura’s board of directors and four board seats will be filled by individuals designated by Alpha. The initial Alpha designees to be appointed to the combined company’s board of directors at closing are expected to be John E. Lushefski, Daniel J. Geiger, David J. Stetson and Harvey L. Tepner (who are each current members of the board of directors of Holdings), unless any of Messrs. Lushefski, Geiger or Tepner fails to meet applicable independence standards as of the closing, in which case such individual will not be appointed to the combined company’s board of directors at closing. If any of Messrs. Lushefski, Geiger, Stetson or Tepner is unable to or has declined to serve on the combined company’s board of directors prior to the closing (or is not appointed to the combined company’s board of directors because he failed to meet applicable independence standards as of the closing), Alpha may designate a replacement subject to the approval of Contura’s board of directors, which cannot be unreasonably withheld (unless such replacement fails to meet applicable independence standards, as determined by Contura’s board of directors in its reasonable discretion exercised in good faith).
Following the closing of the mergers and through the completion of the combined company’s 2019 annual meeting of stockholders, the size of the combined company’s board of directors may not be changed except to reduce the size of the board in the event of any resignation or other cessation of service of one or more directors, and the combined company’s board of directors must, subject to its fiduciary duties, nominate for election, unanimously recommend for election and solicit proxies in favor of the election of, each of the Alpha designees to the combined company’s board of directors.

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Listing of Contura Common Stock (see page 34)
As a result of filing the registration statement on Form S-4 containing this joint proxy statement and prospectus with the SEC, Contura will become subject to certain reporting requirements under the Exchange Act. On or about the time that the mergers are completed, Contura intends to file a registration statement under the Exchange Act to register its common stock. That registration statement will subject Contura to additional reporting requirements and will permit Contura to apply to list its common stock on a securities exchange. It is a condition to the completion of the mergers that the shares of Contura common stock to be issued upon the consummation of the mergers be approved for listing on the NYSE, subject to official notice of issuance. It is anticipated that, following the mergers, shares of Contura’s common stock will be listed on the NYSE and traded under the symbol “CTRA.”
Comparison of Stockholders’ Rights (see page 291)
ANR and Holdings stockholders receiving the merger consideration will have different rights once they become stockholders of Contura due to differences between the governing corporate documents of ANR, Holdings and Contura. These differences are described in detail in the section entitled “Comparison of Stockholders’ Rights” beginning on page 291.
Accounting Treatment of the Mergers (see page 145)
The mergers will be accounted for in accordance with accounting principles generally accepted in the United States (“US GAAP”) and in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic (“ASC”) 805—Business Combinations. Contura will be treated as the acquirer of Alpha for accounting and financial reporting purposes. The assets and liabilities of Alpha will be recorded, as of the completion of the mergers, at their fair values and consolidated with those of Contura. The purchase price will be determined based on the number of shares of common stock issued and the trading price of shares of Contura common stock on the date of the mergers. Contura will allocate the purchase price to the fair value of Alpha’s tangible and intangible assets and liabilities at the acquisition date, with the excess purchase price, if any, being recorded as goodwill. The operating results of Alpha will become part of the combined company beginning on the date of the mergers.
Appraisal / Dissenters’ Rights for Alpha Stockholders (see page 145)
Holders of Class C-1 common stock and holders of Holdings common stock are or may be entitled to appraisal rights under Section 262 of the DGCL, provided they fully comply with and follow the procedures and satisfy all of the conditions set forth in Section 262 of the DGCL. For more information regarding appraisal rights, see the section entitled “The Mergers— Appraisal / Dissenters’ Rights for Alpha Stockholders” beginning on page 145. In addition, a copy of the appraisal rights statute is included with this joint proxy statement and prospectus as Annex F . Failure to comply with Section 262 of the DGCL will result in your waiver of, or inability to exercise, appraisal rights.
Interests of Alpha’s Directors and Executive Officers in the Mergers (see page 152)
Some of ANR’s executive officers and members of the boards of directors of ANR and Holdings, in their capacities as such, have financial interests in the merger that are different from, or in addition to, their interests as stockholders and the interests of stockholders of ANR and Holdings generally.
These interests include the accelerated vesting and settlement of equity awards, arrangements that provide for severance benefits if the employment of an ANR executive officer is terminated under specified circumstances in connection with the mergers, an insurance policy and certain reimbursement arrangements for potential financial losses suffered by an ANR executive officer in connection with certain change in control related payments under Section 4999 of the Internal Revenue Code, and rights to indemnification and director’s and officer’s liability insurance that will survive the completion of the mergers.
The members of ANR’s and Holdings’ boards of directors were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the mergers, and in recommending that ANR and Holdings stockholders approve the applicable merger.

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Non-Solicitation (see page 169)
Alpha has agreed, and agreed to cause its subsidiaries and its and their respective officers, directors, employees and representatives, to cease any solicitation, encouragement, discussion or negotiation with any party (other than Contura or its representatives) with respect to an acquisition proposal (as defined on page 169).
In addition, Alpha has agreed that it will not, and will direct its subsidiaries and its and their respective officers, directors, employees and representatives not to, directly or indirectly:
initiate, solicit or knowingly encourage (including by way of furnishing non-public information related to Alpha or any of its subsidiaries) the submission of any inquiries, proposals, or offers that constitute, or may reasonably be expected to lead to, an acquisition proposal or engage in discussions or negotiations with respect thereto;
approve or recommend, or publicly propose to approve or recommend an acquisition proposal or enter into any agreement relating to an acquisition proposal or enter into any agreement, arrangement or understanding requiring Alpha to abandon, terminate or fail to consummate the mergers or any other transaction contemplated by the merger agreement or breach its obligations thereunder;
withdraw, modify or qualify, or propose to publicly withdraw, modify, or qualify, in a manner adverse to Contura, the recommendation to stockholders of either Holdings or ANR by its board of directors to adopt the merger agreement, which action is referred to as a “change of board recommendation”; or
take any action to exempt any person (other than Contura and its affiliates) from the restrictions contained in any takeover law or otherwise cause such restrictions not to apply.
Notwithstanding these restrictions, Alpha may, at any time prior to obtaining stockholder approval of the merger agreement at the Holdings and ANR special meetings, in response to an unsolicited bona fide written acquisition proposal that does not result from a breach of its non-solicitation obligations owed to Contura, which the boards of directors of Holdings and ANR determine in good faith (after consultation with outside counsel and financial advisors) constitutes or would reasonably be likely to lead to a superior proposal (as defined on page 170):
(i) furnish non-public information with respect to Alpha and its subsidiaries and (ii) provide access to Alpha’s books, records, facilities, properties, personnel, officers, directors, employees and representatives to the person making the acquisition proposal (and its representatives) pursuant to a confidentiality agreement not less restrictive in any material respect on the person than the existing confidentiality agreement between Contura and Alpha, provided that all the information was previously provided or made available to Contura, or is provided or made available to Contura promptly; and
participate in discussions or negotiations with the person making the acquisition proposal (and its representatives) regarding the acquisition proposal.
Alpha has agreed to promptly (but in any event within 24 hours) notify Contura in the event that it receives (including through any subsidiary or representative) any acquisition proposal, or any request for non-public information relating to it or its subsidiaries other than requests for information in its ordinary course of business or requests unrelated to an acquisition proposal, or any request for discussions or negotiations relating to a possible acquisition proposal. Alpha has also agreed to keep Contura reasonably informed in writing on a current basis of the status (including material terms and conditions and material modifications) of any such request, acquisition proposal or inquiry (including by providing notice of any material changes, developments or written communications within 24 hours).
Notwithstanding Alpha’s obligation not to cause a change of board recommendation, if prior to obtaining stockholder approval of the merger agreement, Alpha receives a written, bona fide acquisition proposal that does not result from a breach of its non-solicitation obligations owed to Contura, and Holdings’ and ANR’s boards of directors conclude in good faith (after consultation with outside counsel and financial advisors, after giving effect to all of the adjustments to the terms of the merger agreement proposed in writing by Contura in response to such acquisition proposal), that such acquisition proposal constitutes a superior proposal and the failure to take actions to effect a change of board recommendation would be reasonably likely to be inconsistent with their fiduciary duties under applicable law, then the Holdings board of directors and

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the ANR board of directors may at any time prior to obtaining the stockholder approval of the merger agreement, make a change of board recommendation, provided that Alpha fulfills the following conditions:
Alpha provides prior written notice, at least four business days in advance, advising Contura of its intention to take such action and specifying the material terms and conditions of the superior proposal (including the identity of the party making such a superior proposal);
at the request of Contura, during such four business day notice period, Alpha negotiates (and directs its financial and legal advisors to negotiate) with Contura in good faith to make any adjustments to the terms and conditions of the merger agreement proposed in writing by Contura; and
following any such negotiation described in the immediately preceding bullet point, such acquisition proposal continues to constitute a superior proposal.
If there are any material revisions to the terms of a superior proposal after the start of the aforementioned four business day notice period, Alpha must deliver a new written notice to Contura and the notice period will be deemed to have re-commenced on the date of such new notice, provided that the additional notice period will expire at the later of (i) the end of the original four business day notice period and (ii) the end of the second business day following the date on which Alpha delivers such new notice.
In addition, notwithstanding Alpha’s obligation not to cause a change of board recommendation, if prior to obtaining stockholder approval of the merger agreement, Holdings’ and ANR’s boards of directors determine in good faith (after consultation with outside counsel) that (i) subject to certain exceptions set forth in the merger agreement, based on a material event or change in circumstances that was not known, or if known, the consequences of which were not known or reasonably foreseeable by Alpha as of the date of the merger agreement, the failure to make a change of board recommendation would reasonably be expected to be inconsistent with their fiduciary duties under applicable law and (ii) the reasons for making such change of board recommendation are independent of any pending acquisition proposal, then Alpha may make a change of board recommendation, provided that it fulfills the following conditions:
Alpha provides a prior written notice at least four business days in advance advising Contura of its intention to take such action and specifying the material facts and information constituting the basis for such contemplated determination; and
at the request of Contura, during such four business day notice period, Alpha negotiates (and directs its financial and legal advisors to negotiate) with Contura in good faith to make any adjustments to the terms and conditions of the merger agreement proposed in writing by Contura which would allow each of Holdings’ and ANR’s boards of directors not to make a change of board recommendation consistent with its fiduciary duties.
Conditions to Completion of the Mergers (see page 174)
The obligations of each of Contura and Alpha to complete the mergers are subject to the satisfaction or waiver on or prior to the closing date of the mergers of the following conditions:
stockholder approval of the merger agreement at the Alpha special meetings and the approval of the Contura charter amendment (as described on page 162) by the Contura stockholders (which approval by the Contura stockholders has already been obtained);
the absence of any order, injunction, decree or other legal restraint issued by any governmental entity of competent jurisdiction, or other law, rule or legal restraint that is in effect and prevents the consummation of the mergers or other transactions contemplated by the merger agreement;
the absence of any proceeding by any governmental entity seeking to enjoin, restrain or otherwise prohibit any of the transactions contemplated by the merger agreement;
the expiration or early termination of the waiting periods applicable to the consummation of the mergers under the HSR Act without the imposition of a Materially Burdensome Condition (as defined on page 150) (such early termination of the applicable waiting period under the HSR Act was received on July 2, 2018); and
the continued effectiveness of the registration statement on Form S-4 of which this joint proxy statement and prospectus forms a part and absence of any stop order by the SEC suspending the effectiveness of such registration statement or proceedings of the SEC seeking a stop order.
The obligation of Contura to effect the mergers is further subject to satisfaction or waiver by Contura of the following conditions:
the representations and warranties of Alpha set forth in the merger agreement regarding the following matters must be true and correct in all respects both as of the date of the Agreement and Plan of Merger, dated April 29, 2018, among the parties to the merger agreement (the “original merger agreement”) (and/or, in the case of certain representations and warranties, on the date of the merger agreement) and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date):
the absence of any assets, properties, employees, activities and liabilities of Holdings other than with respect to its ownership of shares of Class C-2 common stock;
the corporate power and authority to enter into the merger agreement and the approval of the merger agreement and the recommendation to adopt the merger agreement by Alpha’s board of directors;
the absence of conflicts with organizational documents, contracts and applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
the absence of required governmental consents in connection with the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than the governmental filings and consents specified in the merger agreement;
the absence of a material adverse effect on Alpha (as described on page 166) since December 31, 2017;
the affirmative vote required by Alpha stockholders to adopt the merger agreement;
inapplicability of takeover laws;
the receipt of opinions from Alpha’s financial advisors; and
the absence of any obligation to pay brokers’ or finders’ fees;

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the representations and warranties of Alpha set forth in the merger agreement relating to the capital structure of Alpha must be true and correct in all but de minimis respects both as of the date of the original merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date);
all other representations and warranties of Alpha set forth in the merger agreement must be true and correct (without giving effect to any materiality or material adverse effect qualifications contained in them) both as of the date of the original merger agreement (and/or, in the case of certain representations and warranties, on the date of the merger agreement) and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date), except where the changes, effects, events or occurrences that resulted in any failures to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Alpha;
Alpha must have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing of the mergers;
Alpha must have furnished Contura with a certificate signed on its behalf by its chief executive officer or chief financial officer certifying as to the matters set forth above in the four immediately preceding bullets;
The number of shares of Holdings common stock and Class C-1 common stock with respect to which appraisal rights have been demanded (disregarding for such purposes any shares held by Alpha stockholders who also hold more than 1% of the outstanding shares of Contura common stock at the time of the Alpha special meetings and any shares in respect of which a demand for appraisal has been withdrawn) must not equal more than 10% of the total number of outstanding shares of Holdings common stock and Class C-1 common stock (this condition is referred to herein as the “appraisal rights condition”); and
Alpha must have obtained certain third party consents required under the merger agreement in form and substance reasonably satisfactory to Contura.
The obligation of Alpha to effect the mergers is further subject to satisfaction or waiver by Alpha of the following conditions:
the representations and warranties of Contura set forth in the merger agreement regarding the following matters must be true and correct in all respects both as of the date of the original merger agreement (and/or, in the case of certain representations and warranties, on the date of the merger agreement) and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date):
the corporate power and authority to enter into the merger agreement and the approval of the merger agreement by Contura’s board of directors;
the absence of conflicts with organizational documents, contracts and applicable law resulting from the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement;
the absence of required governmental consents in connection with the execution and delivery of the merger agreement and consummation of the transactions contemplated by the merger agreement other than the governmental filings and consents specified in the merger agreement;
the absence of a material adverse effect on Contura (as described on page 166) since December 31, 2017;
the affirmative vote required by Contura’s stockholders to approve the Contura charter amendment (as described on page 162) (which has already been obtained);

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the receipt of an opinion from Contura’s financial advisor; and
the absence of any obligation to pay brokers’ or finders’ fees;
the representations and warranties of Contura set forth in the merger agreement relating to the capital structure of Contura must be true and correct in all but de minimis respects both as of the date of the original merger agreement and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date);
all other representations and warranties of Contura set forth in the merger agreement must be true and correct (without giving effect to any materiality or material adverse effect qualifications contained in them) both as of the date of the original merger agreement (and/or, in the case of certain representations and warranties, on the date of the merger agreement) and as of the closing date of the mergers, as if made at and as of the closing date of the mergers, except to the extent any such representation and warranty was expressly made as of an earlier date (in which case such representation or warranty must have been so true as of such earlier date), except where the changes, effects, events or occurrences that resulted in any failures to be true and correct have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Contura (as described on page 166 );
Contura must have performed in all material respects all obligations required to be performed by it under the merger agreement at or prior to the closing of the mergers;
Contura must have furnished Alpha with a certificate signed on its behalf by its chief executive officer or chief financial officer certifying as to the matters set forth above in the four immediately preceding bullets;
The shares of Contura common stock to be issued upon the consummation of the mergers must have been authorized for listing on the New York Stock Exchange or NASDAQ, subject to official notice of issuance; and
Contura must have obtained stockholder approval of the Contura charter amendment (as described on page 162) (which has already been obtained) and must have filed the Contura charter amendment with the Secretary of State of the State of Delaware and the Contura charter amendment must be effective.
Termination of the Merger Agreement (see page 176)
At any time before the effective time of the mergers, whether or not the Alpha stockholders have adopted the merger agreement, the merger agreement may be terminated:
by mutual written consent of Contura and Alpha;
by either Alpha or Contura if:
any court of competent jurisdiction or other governmental entity has issued an order, decree or ruling enjoining or otherwise prohibiting any of the transactions contemplated by the merger agreement, and such order, decree or ruling has become final and non-appealable, except under limited circumstances;
the parties fail to consummate the mergers on or before the outside date of December 29, 2018, unless the breach of the merger agreement or failure to perform or comply in all material respects with the covenants in the merger agreement by the party seeking the termination was the primary cause of the failure to consummate the mergers by the outside date; or
an Alpha special meeting has been convened, the stockholders of Holdings or ANR, as applicable, have voted, and the adoption of the merger agreement by the stockholders of Holdings or ANR, as applicable, was not obtained, provided that Alpha may not terminate the agreement under such circumstances if Holdings or ANR has breached its obligations relating to obtaining stockholder approval at such meetings; or
by Alpha:
if Contura breaches its representations, warranties or covenants set forth in the merger agreement, which breach would result in a failure of certain of the conditions to the completion of the merger being satisfied and such breach is not cured by the earlier of the outside date or 30 days after the receipt of written notice thereof or is incapable of being cured within such period, except under limited circumstances;
prior to the 25th business day after the date of the merger agreement, if the Contura charter amendment (as described on page 162 ) has not been approved by either (i) the beneficial owners of a majority of the outstanding shares of Contura common stock on the date of the merger agreement or (ii) the record holders of a majority of the outstanding shares of Contura common stock within 15 business days of the date of the merger agreement (the approval under clause (i) by the applicable Contura stockholders has already been obtained);
if Contura has entered into a binding agreement to consummate, or consummates, a Contura Sale Transaction (as defined on page 150); or
if following the Alpha special meetings, the appraisal rights condition has not been satisfied and Contura has not waived such condition within five business days of a written request from Alpha; or
by Contura:
if Alpha breaches its representations, warranties or covenants set forth in the merger agreement, which breach would result in a failure of certain of the conditions to the completion of the mergers being satisfied and such breach is not cured by the earlier of the outside date or 30 days after the receipt of written notice thereof by ANR or is incapable of being cured within such period, except under limited circumstances; or
prior to Alpha obtaining stockholder approval of the merger agreement at the Alpha special meetings, if (i) a change of board recommendation has occurred, (ii) the board of directors of Holdings or ANR has failed to recommend against any publicly announced acquisition proposal and reaffirm its recommendation of the mergers within 10 business days following the public announcement of such acquisition proposal and in any event at least four business days prior to the Alpha special meetings (iii) Alpha has failed to include the recommendation of the mergers by the board of directors of Holdings and ANR in this joint proxy statement and prospectus or (iv) ANR or Holdings has materially breached its non-solicitation obligations or obligations to recommend that its stockholders vote in favor of the adoption of the merger agreement.
Termination Fees (see page 177)
Alpha is required to pay Contura a termination fee of $19 million if:
Contura terminates the merger agreement because:
there has been a material breach of ANR’s or Holdings’ non-solicitation obligations; or
the board of directors of Holdings or ANR changes its recommendation that the Alpha stockholders vote in favor of the mergers or have failed to recommend against any publicly announced acquisition proposal and reaffirm its recommendation of the mergers within 10 business days following the public announcement of such acquisition proposal and in any event at least four business days prior to the Alpha special meetings; or
Contura or Alpha terminates the merger agreement because the Alpha stockholders do not approve the mergers at the Alpha special meetings and Contura would have been able to terminate the merger agreement in connection with the matters described in the preceding bullet; or
(i) an acquisition proposal is made (and not withdrawn), (ii) thereafter (a) Contura or Alpha terminates the merger agreement because (x) approval of the mergers is not obtained at the Alpha special meetings or (y) the transactions contemplated by the merger agreement have not been consummated by the outside date or (b) Contura terminates the merger agreement because the representations, warranties or covenants of Alpha are breached such that there is a failure of the related closing condition and (iii) within 12 months after the date of the termination, Alpha enters into

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a definitive agreement to consummate an acquisition proposal, or consummates any acquisition proposal, in each case, meeting certain requirements set forth in the merger agreement.
Alpha is also required to reimburse Contura for Contura’s fees and expenses incurred in connection with the transactions contemplated by the merger agreement if the merger agreement is terminated because Alpha’s stockholders fail to approve the merger agreement at the Alpha special meetings. This reimbursement is limited to $9 million and will be credited against the aforementioned $19 million termination fee in the event such termination fee becomes payable by Alpha.
Contura is required to pay Alpha a termination fee of $19 million if (i) the merger agreement is terminated because an order, decree or ruling issued under antitrust law prohibits the consummation of the transactions contemplated by the merger agreement or (ii) the merger agreement is terminated because the mergers have not closed by the outside date and, in either case, all closing conditions are satisfied except for closing conditions relating to matters arising under antitrust laws.

18



SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA OF CONTURA
The following table presents selected historical consolidated and combined financial data of Contura Energy, Inc. (“Contura”) for the six months ended June 30, 2018 and 2017, as of June 30, 2018, and as of and for the most recent five fiscal periods. The term “Successor” refers to Contura and its subsidiaries for periods beginning as of July 26, 2016 and thereafter. The term “Predecessor” refers to Contura on a carve-out basis using Alpha Natural Resources, Inc.’s (“Old Alpha’s”) historical basis and our assets, liabilities and operating results while they were under Old Alpha’s ownership.
The selected historical consolidated financial data for the six months ended June 30, 2018 and 2017, and as of June 30, 2018, are derived from Contura’s unaudited condensed consolidated financial statements for the six months ended June 30, 2018, which are included elsewhere in this joint proxy statement and prospectus. In management’s opinion, Contura’s unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of ordinary recurring adjustments, necessary for a fair presentation of the information for the periods presented.
The selected historical consolidated and combined financial data for the year ended December 31, 2017, for the Successor period from July 26, 2016 to December 31, 2016, for the Predecessor period from January 1, 2016 to July 25, 2016, and for the year ended December 31, 2015, and as of December 31, 2017 and 2016, have been derived from Contura’s audited consolidated and Predecessor combined financial statements for the year ended December 31, 2017, which are included elsewhere in this joint proxy statement and prospectus. The selected historical combined financial data for the Predecessor year ended December 31, 2014 and as of December 31, 2015 have been derived from the audited Predecessor financial statements that are not included in this joint proxy statement and prospectus.
The selected historical combined financial data for the Predecessor year ended December 31, 2013, and as of July 25, 2016 and December 31, 2014, and 2013, have been derived from Contura’s unaudited financial statements, which are not included in this joint proxy statement and prospectus. As a result of Contura’s acquisition of certain Old Alpha core coal operations in connection with Old Alpha’s restructuring, the Successor consolidated financial statements on and after July 25, 2016 are not comparable with the Predecessor combined financial statements prior to that date. Refer to Note 1 to Contura’s audited consolidated and predecessor combined financial statements for the year ended December 31, 2017, included elsewhere in this joint proxy statement and prospectus.
Our Predecessor combined financial statements and condensed combined financial statements include allocations of expenses for certain corporate functions historically performed by Old Alpha, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, communications, employee benefits and incentives, insurance and stock-based compensation. These costs may not be representative of costs incurred by Contura as an independent company. Consequently, the financial information included here may not necessarily reflect our financial position, results of operations and cash flows in the future or what our financial condition, results of operations and cash flows would have been had we been an independent company during the periods presented.
The selected historical consolidated and combined financial data set forth below is only a summary and is not necessarily indicative of the results of future operations of Contura, and should be read in conjunction with (i) Contura’s audited consolidated and Predecessor combined financial statements for the year ended December 31, 2017 and the related notes thereto (ii) Contura’s unaudited condensed consolidated financial statements for the six months ended June 30, 2018, and the related notes thereto (iii) the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Management’s Discussion and Analysis of Financial Condition and Results of Operations of Contura” and (iv) the section captioned “Selected Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this joint proxy statement and prospectus.

19



SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA OF CONTURA
(Amounts in thousands, except share and per share data)
 
Successor
 
 
Predecessor
 
For the Six Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2017
 
For the Year Ended December 31, 2017
 
For the Period from July 26, 2016 to December 31, 2016
 
 
For the Period from January 1, 2016 to July 25, 2016
 
For the
Year Ended December 31,
 
 
 
 
 
 
2015
 
2014
 
2013
Statements of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Coal revenues
$
1,003,533

 
$
780,900

 
$
1,392,481

 
$
431,692

 
 
$
344,692

 
$
816,010

 
$
1,027,387

 
$
982,738

Freight and handling revenues

 
129,919

 
247,402

 
70,544

 
 
52,076

 
97,237

 
98,109

 
123,641

Other revenues
7,717

 
3,968

 
10,086

 
4,060

 
 
14,343

 
12,774

 
17,262

 
34,458

Total revenues
1,011,250

 
914,787

 
1,649,969

 
506,296

 
 
411,111

 
926,021

 
1,142,758

 
1,140,837

Costs and expenses:


 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
Cost of coal sales (exclusive of items shown separately below)
629,128

 
571,320

 
1,090,660

 
324,961

 
 
324,732

 
730,812

 
791,332

 
852,142

Freight and handling costs
176,976

 
129,919

 
247,402

 
70,544

 
 
52,076

 
97,237

 
98,109

 
123,641

Depreciation, depletion and amortization
22,810

 
17,788

 
34,910

 
5,973

 
 
66,076

 
149,197

 
148,137

 
136,450

Amortization of acquired intangibles, net
11,310

 
34,243

 
59,007

 
61,281

 
 
11,567

 
2,223

 
420

 
1,969

Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately above)
31,108

 
40,148

 
67,459

 
19,135

 
 
29,568

 
44,158

 
52,256

 
45,440

Asset impairment and restructuring (1)

 

 

 

 
 
3,096

 
297,425

 
6,732

 
7,180

Goodwill impairment (2)

 

 
 
 

 
 

 

 
70,017

 
5,912

Merger related costs
3,883

 

 

 

 
 

 

 

 

Secondary offering costs (3)

 
3,438

 
4,491

 

 
 

 

 

 

Total other operating (income) loss:


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on disposal of assets
(16,502
)
 

 

 

 
 

 

 

 

Mark-to-market adjustment for acquisition-related obligations

 
2,382

 
3,221

 
(10,616
)
 
 

 

 

 

Gain on settlement of acquisition-related obligations
(292
)
 
(9,200
)
 
(38,886
)
 

 
 

 

 

 

Other expenses
288

 
81

 
178

 

 
 
2,184

 
(99
)
 
2,220

 
12,465

Total costs and expenses
858,709

 
790,119

 
1,468,442

 
471,278

 
 
489,299

 
1,320,953

 
1,169,223

 
1,185,199

Income (loss) from operations
152,541

 
124,668

 
181,527

 
35,018

 
 
(78,188
)
 
(394,932
)
 
(26,465
)
 
(44,362
)
Other (expense) income:


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
(17,984
)
 
(19,614
)
 
(35,977
)
 
(20,496
)
 
 
(2
)
 
(28
)
 
(101
)
 
(143
)
Interest income
322

 
73

 
210

 
23

 
 
19

 
4

 
4

 
763

Mark-to-market adjustment for warrant derivative liability

 

 

 
(33,975
)
 
 

 

 

 

Loss on early extinguishment of debt

 
(38,701
)
 
(38,701
)
 

 
 

 

 

 

Bargain purchase gain

 
642

 
1,011

 
7,719

 
 

 

 

 

Equity loss in affiliates
(1,233
)
 
(1,709
)
 
(3,339
)
 
(2,287
)
 
 
(2,735
)
 
(7,712
)
 
(9,831
)
 
(7,546
)
Miscellaneous income, net
(583
)
 
(192
)
 
1,025

 
232

 
 
473

 
(85
)
 
280

 
165

Total other expense, net
(19,478
)
 
(59,501
)
 
(75,771
)
 
(48,784
)
 
 
(2,245
)
 
(7,821
)
 
(9,648
)
 
(6,761
)

20



 
Successor
 
 
Predecessor
 
For the Six Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2017
 
For the Year Ended December 31, 2017
 
For the Period from July 26, 2016 to December 31, 2016
 
 
For the Period from January 1, 2016 to July 25, 2016
 
For the
Year Ended December 31,
 
 
 
 
 
 
2015
 
2014
 
2013
Income (loss) from continuing operations before reorganization items and income taxes
133,063

 
65,167

 
105,756

 
(13,766
)
 
 
(80,433
)
 
(402,753
)
 
(36,113
)
 
(51,123
)
Reorganization items, net

 

 

 

 
 
(20,989
)
 
(10,085
)
 

 

Income (loss) from continuing operations before income taxes
133,063

 
65,167

 
105,756

 
(13,766
)
 
 
(101,422
)
 
(412,838
)
 
(36,113
)
 
(51,123
)
Income tax (expense) benefit
(121
)
 
(15,811
)
 
67,979

 
1,920

 
 
39,881

 
155,052

 
4,476

 
38,958

Net income (loss) from continuing operations
132,942

 
49,356

 
173,735

 
(11,846
)
 
 
(61,541
)
 
(257,786
)
 
(31,637
)
 
(12,165
)
Discontinued operations:


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) income from discontinued operations before income taxes
(2,213
)
 
(4,000
)
 
(36,894
)
 
1,467

 
 
(679
)
 
(259,317
)
 
(33,972
)
 
54,941

Income tax (expense) benefit from discontinued operations

 
2,366

 
17,681

 
(551
)
 
 
(4,992
)
 
99,543

 
13,264

 
(5,156
)
(Loss) income from discontinued operations
(2,213
)
 
(1,634
)
 
(19,213
)
 
916

 
 
(5,671
)
 
(159,774
)
 
(20,708
)
 
49,785

Net income (loss)
$
130,729

 
$
47,722

 
$
154,522

 
$
(10,930
)
 
 
$
(67,212
)
 
$
(417,560
)
 
$
(52,345
)
 
$
37,620

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic income (loss) per common share: (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
13.87

 
$
4.79

 
$
17.01

 
$
(1.15
)
 
 
 
 
 
 
 
 
 
(Loss) income from discontinued operations
(0.23
)
 
(0.16
)
 
(1.89
)
 
0.09

 
 
 
 
 
 
 
 
 
Net income (loss)
$
13.64

 
$
4.63

 
$
15.12

 
$
(1.06
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income (loss) per common share: (4)
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
12.91

 
$
4.57

 
$
16.13

 
$
(1.15
)
 
 
 
 
 
 
 
 
 
(Loss) income from discontinued operations
(0.22
)
 
(0.15
)
 
(1.78
)
 
0.09

 
 
 
 
 
 
 
 
 
Net income (loss)
$
12.69

 
$
4.42

 
$
14.35

 
$
(1.06
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares - basic
9,587,457

 
10,309,520

 
10,216,464

 
10,309,310

 
 
 
 
 
 
 
 
 
Weighted average shares - diluted
10,299,539

 
10,801,228

 
10,770,005

 
10,309,310

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Statement of Cash Flows Data: (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating activities
$
115,606

 
$
186,214

 
$
305,565

 
$
70,918

 
 
$
60,690

 
$
150,862

 
$
165,103

 
$
274,457

Investing activities
$
(50,106
)
 
$
(50,027
)
 
$
(121,307
)
 
$
15,552

 
 
$
(25,029
)
 
$
(97,034
)
 
$
(114,561
)
 
$
(118,008
)
Financing activities
$
(13,288
)
 
$
(6,660
)
 
$
(170,282
)
 
$
41,478

 
 
$
(35,822
)
 
$
(53,585
)
 
$
(50,568
)
 
$
(156,542
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

21



 
Successor
 
 
Predecessor
 
As of June 30, 2018
 
As of December 31, 2017
 
As of December 31, 2016
 
 
As of July 25, 2016
 
As of December 31,
 
 
 
 
 
 
2015
 
2014
 
2013
Balance Sheet Data (at period end):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
199,252

 
$
141,924

 
$
127,948

 
 
$
100

 
$
227

 
$
6

 
$
32

Working capital (6)
$
352,236

 
$
234,595

 
$
222,917

 
 
$
(3,888
)
 
$
76,711

 
$
56,209

 
$
12,774

Total current and non-current assets - discontinued operations
$
26,231

 
$
48,130

 
$
190,454

 
 
$
401,543

 
$
404,363

 
$
679,851

 
$
654,281

Total assets
$
902,071

 
$
836,600

 
$
946,752

 
 
$
1,590,256

 
$
1,715,410

 
$
2,429,213

 
$
2,536,057

Notes payable and long-term debt, including current portion, net
$
367,084

 
$
372,703

 
$
346,994

 
 
$
95

 
$
136

 
$
1,867

 
$
2,770

Total current and non-current liabilities - discontinued operations
$
26,220

 
$
61,876

 
$
164,709

 
 
$
225,964

 
$
197,383

 
$
241,173

 
$
209,813

Total liabilities (7)
$
676,925

 
$
743,952

 
$
909,528

 
 
$
470,003

 
$
501,513

 
$
764,871

 
$
799,550

Stockholders’ equity/Predecessor business equity
$
225,146

 
$
92,648

 
$
37,224

 
 
$
1,120,253

 
$
1,213,897

 
$
1,664,342

 
$
1,736,507

______________
(1)
Asset impairment and restructuring expenses for 2015 include long-lived asset impairment charges of $224,139 and $72,012 related to asset groups within the NAPP and CAPP segments, respectively.
(2)
Goodwill impairment for 2014 includes impairment charges of $70,017 within the CAPP segment.
(3)
Secondary offering costs reflect expenses incurred in connection with the withdrawn secondary offering of our common stock.
(4)
Historical basic income (loss) per share is calculated based on the weighted average common shares outstanding for the six months ended June 30, 2018, for the year ended December 31, 2017 and for the period from July 26, 2016 to December 31, 2016. For the six months ended June 30, 2018 and for the year ended December 31, 2017, the dilutive effect of stock options and stock-based instruments is considered when calculating the diluted earnings per share as the Company generated net income during these periods. There was no dilutive effect to common shares outstanding for the period from July 26, 2016 to December 31, 2016 as in periods of net loss, the number of shares used to calculate diluted earnings per share is the same as basic earnings per share.
(5)
Cash flow data includes discontinued operations.
(6)
Working capital calculation includes cash and cash equivalents but excludes discontinued operations.
(7)
Total liabilities as of July 25, 2016 and December 31, 2015 include $35,693 and $72,242, respectively, of liabilities subject to compromise related to Alpha’s bankruptcy filing.

22



SELECTED HISTORICAL FINANCIAL DATA OF HOLDINGS
The following table presents selected historical financial data of Alpha Natural Resources Holdings, Inc. (“Holdings”), formed as a result of the bankruptcy proceedings of Alpha Natural Resources, Inc., for the six months ended June 30, 2018 and 2017, as of June 30, 2018, as of and for the year ended December 31, 2017, and for the period from July 26, 2016 through December 31, 2016.
The selected historical condensed financial data for the six months ended June 30, 2018 and 2017, and as of June 30, 2018 are derived from Holdings’ unaudited condensed financial statements for the six months ended June 30, 2018, which are included elsewhere in this joint proxy statement and prospectus. In management’s opinion, Holdings’ unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of ordinary recurring adjustments, necessary for a fair presentation of the information for the periods presented. The selected historical financial data for the period from July 26, 2016 to December 31, 2016 and the year ended December 31, 2017 and as of December 31, 2016 and 2017, have been derived from Holding’s audited financial statements for the year ended December 31, 2017, which are included elsewhere in this joint proxy statement and prospectus.
On July 26, 2016, Old Alpha and its affiliates officially emerged from bankruptcy as a reorganized private company and ANR (in which Holdings held an equity investment) became the parent entity.
Historical results are not necessarily indicative of the results that may be expected for any future period. The selected historical financial data presented below should be read in conjunction with (i) Holdings’ audited financial statements for the year ended December 31, 2017 and the related notes thereto (ii) Holdings’ unaudited condensed financial statements for the six months ended June 30, 2018 and the related notes thereto (iii) the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Holdings” and (iv) the section captioned “Selected Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this joint proxy statement and prospectus.

23



SELECTED HISTORICAL FINANCIAL DATA OF HOLDINGS
(Amounts in thousands, except share and per share data)
 
For the Six Months Ended
June 30, 2018
 
For the Six Months Ended
June 30, 2017
 
For the Year Ended
December 31, 2017
 
For the Period from
July 26, 2016 through
December 31, 2016
Statements of Operations Data:
 
 
 
 
 
 
 
General and Administrative
$
(542
)
 
$

 
$

 
$

Loss on equity investment

 

 

 
(239
)
Loss before income taxes
(542
)
 

 

 
(239
)
 
 
 
 
 
 
 
 
Income tax benefit

 

 

 

Net loss
$
(542
)
 
$

 
$

 
$
(239
)
 
 
 
 
 
 
 
 
Weighted average shares - basic & diluted
4,223,290

 
4,223,290

 
4,223,290

 
4,223,290

 
 
 
 
 
 
 
 
Basic and diluted loss per common share:
$
(0.13
)
 
$

 
$

 
$
(0.06
)
 
 
 
 
 
 
 
 
Statement of Cash Flows Data:
 
 
 
 
 
 
 
Net cash provided by:
 
 
 
 
 
 
 
Operating activities
$

 
$

 
$

 
$

Investing activities
$

 
$

 
$

 
$

Financing activities
$

 
$

 
$

 
$

 
As of
June 30, 2018
 
As of December 31, 2017
 
As of December 31, 2016
Balance Sheet Data (at period end):
 
 
 
 
 
Total liabilities
$
542

 
$

 
$

Stockholders’ equity (deficit)
$
(542
)
 
$

 
$




24



SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ANR
The following table presents selected historical consolidated financial data of ANR, the successor to Alpha Natural Resources, Inc. (“Old Alpha”) for the six months ended June 30, 2018 and 2017, as of June 30, 2018, as of and for the year ended December 31, 2017, and as of and for the Successor period from July 26, 2016 through December 31, 2016.
The selected historical consolidated financial data for the six months ended June 30, 2018 and 2017, and as of June 30, 2018 are derived from ANR’s unaudited condensed consolidated financial statements for the six months ended June 30, 2018, which are included elsewhere in this joint proxy statement and prospectus. In management’s opinion, ANR’s unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of ordinary recurring adjustments, necessary for a fair presentation of the information for the periods presented. The selected historical consolidated financial data for the Successor period from July 26, 2016 to December 31, 2016 and the year ended December 31, 2017 and as of December 31, 2016 and 2017, have been derived from ANR’s audited consolidated financial statements for the year ended December 31, 2017, which are included elsewhere in this joint proxy statement and prospectus.
On July 26, 2016 (the “Effective Date”), Old Alpha and its affiliates officially emerged from bankruptcy as a reorganized private company and ANR became the parent entity. On the Effective Date, ANR applied fresh start accounting in accordance with ASC 852. In addition to applying fresh start accounting, ANR’s consolidated financial statements reflect all impacts of the transactions resulting from the Plan of Reorganization (“POR” or “Plan of Reorganization”). The effects of the POR include the cancellation of previously outstanding debt and the issuance of new equity by ANR and Holdings. In addition, upon emergence from bankruptcy, Old Alpha effectively split into two entities. Old Alpha emerged as a subsidiary of ANR, and pursuant to an asset purchase agreement that closed simultaneously with the effectiveness of the POR, Old Alpha sold a number of its assets to Contura. Due to the above transactions, ANR’s consolidated financial statements after July 26, 2016 are not comparable to Old Alpha’s consolidated financial statements before July 26, 2016.
Historical results are not necessarily indicative of the results that may be expected for any future period. The selected historical consolidated financial data presented below should be read in conjunction with (i) ANR’s audited consolidated financial statements for the year ended December 31, 2017 and the related notes thereto (ii) ANR’s unaudited condensed consolidated financial statements for the six months ended June 30, 2018 and the related notes thereto (iii) the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ANR” and (iv) the section captioned “Selected Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this joint proxy statement and prospectus.

25



SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ANR
(Amounts in thousands, except share and per share data)
 
For the Six Months Ended
June 30, 2018
 
For the Six Months Ended
June 30, 2017
 
For the Year Ended December 31, 2017
 
For the Period from
July 26, 2016 through December 31, 2016
Statements of Operations Data:
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Coal revenues
$
603,727

 
$
617,217

 
$
1,186,882

 
$
372,724

Freight and handling revenues

 
17,446

 
38,987

 
19,095

Other revenues
2,992

 
4,318

 
10,469

 
5,654

Total revenues
606,719


638,981

 
1,236,338


397,473

Costs and expenses:
 

 
 
 

 
Cost of coal sales (exclusive of items shown separately below)
447,969

 
457,450

 
938,056

 
337,890

(Gain) loss on disposition of property, plant and equipment
5,823


1,350

 
604

 
(2,955
)
Freight and handling costs
17,677

 
17,446

 
38,987

 
19,095

Depreciation, depletion and amortization
18,120

 
24,790

 
14,710

 
19,828

Amortization of acquired coal supply agreements, net
143

 
5,125

 
7,684

 
6,162

Accretion of asset retirement obligations
8,147

 
8,594

 
22,733

 
9,762

Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above)
27,839

 
16,708

 
34,465

 
14,174

Impairment – contingent credit support

 

 

 
21,954

Mark-to-market adjustment for acquisition related obligations
8,706

 
3,091

 
15,112

 
14,647

Other expenses

 
751

 
759

 
355

Total costs and expenses
534,424

 
535,305

 
1,073,110

 
440,912

Income (loss) from operations
72,295

 
103,676

 
163,228

 
(43,439
)
Other (expense) income:
 
 
 
 
 
 
 
Interest expense
(14,027
)
 
(8,033
)
 
(14,504
)
 
(9,549
)
Interest income
1,794


1,461

 
2,788

 
692

Loss on early extinguishment of debt

 
(16,348
)
 
(16,348
)
 

Miscellaneous income (expense), net
3,289

 
2,603

 
(390
)
 
437

Total other expense, net
(8,944
)
 
(20,317
)
 
(28,454
)
 
(8,420
)
Income (loss) from continuing operations before income taxes
63,351

 
83,359

 
134,774

 
(51,859
)
Income tax (expense) benefit

 
(24,424
)
 
(17,584
)
 
18,214

Net income (loss) from continuing operations
63,351

 
58,935

 
117,190

 
(33,645
)
Discontinued operations:
 
 
 
 
 
 
 
Income (loss) from discontinued operations
1,270

 
(35,655
)
 
(197,364
)
 
(23,472
)
Income tax benefit from discontinued operations


467

 
41,288

 


26



 
For the Six Months Ended
June 30, 2018
 
For the Six Months Ended
June 30, 2017
 
For the Year Ended December 31, 2017
 
For the Period from
July 26, 2016 through December 31, 2016
Income (loss) from discontinued operations
1,270


(35,188
)
 
(156,076
)
 
(23,472
)
Net income (loss)
$
64,621


$
23,747

 
$
(38,886
)

$
(57,117
)
 
 
 
 
 
 
 
 
Weighted average shares - basic
20,131,152

 
20,117,485

 
20,124,374

 
20,111,040

Basic income (loss) per common share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
3.15

 
$
2.93

 
$
5.82

 
$
(1.67
)
Income (loss) from discontinued operations
0.06

 
(1.75
)
 
(7.75
)
 
(1.17
)
Net income (loss)
$
3.21

 
$
1.18

 
$
(1.93
)
 
$
(2.84
)
 
 
 
 
 
 
 
 
Weighted average shares - diluted
20,147,516

 
20,117,485

 
20,124,374

 
20,111,040

Diluted income (loss) per common share:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
3.15

 
$
2.93

 
$
5.82

 
$
(1.67
)
Income (loss) from discontinued operations
0.06

 
(1.75
)
 
(7.75
)
 
(1.17
)
Net income (loss)
$
3.21

 
$
1.18

 
$
(1.93
)
 
$
(2.84
)
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