Transaction Valuation* | Amount of Filing Fee** | ||||
$3,044,605,405.88 |
$353,478.69 | ||||
* | The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation is equal to the sum of (a) an amount equal to $14.60, the per share tender offer price, multiplied by the sum of (1) 204,175,202, the number of shares of common stock issued and outstanding (including 1,099,651 shares of restricted stock and not including 96,914 shares of common stock held in treasury), and (2) 353,927, the number of shares of common stock subject to issued and outstanding restricted share unit awards, plus (b) an amount equal to 6,315,348, the number of shares of common stock subject to outstanding stock options with an exercise price less than $14.60, multiplied by the difference of $14.60 and $5.34, the average weighted exercise price of the outstanding stock options with exercise prices less than $14.60. The share figures in this transaction valuation are as of May 12, 2011, the most recent practicable date. | |
** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #5 for fiscal year 2011, issued December 22, 2010, by multiplying the transaction valuation by 0.0001161. | |
þ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | third-party tender offer subject to Rule 14d-1. | |
o | issuer tender offer subject to Rule 13e-4. | |
o | going-private transaction subject to Rule 13e-3. | |
o | amendment to Schedule 13D under Rule 13d-2. |
Exhibit No. | Description | |
(a)(5)(I) | Memorandum of Understanding, dated as of June 5, 2011. |
|
(a)(5)(J) | Memorandum of Understanding, dated as of June 5, 2011. |
Date: June 6, 2011 ATLAS ACQUISITION CORP. |
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By: | /s/ John W. Eaves | |||
Name: | John W. Eaves | |||
Title: | President | |||
ARCH COAL, INC. |
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By: | /s/ John W. Eaves | |||
Name: | John W. Eaves | |||
Title: | President and Chief Operating Officer | |||
Exhibit No. | Description | |
(a)(1)(A) | Offer to Purchase dated May 16, 2011.* |
|
(a)(1)(B) | Letter of Transmittal (including Form W-9).* |
|
(a)(1)(C) | Notice of Guaranteed Delivery.* |
|
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.* |
|
(a)(1)(F) | Summary Newspaper Advertisement published in The Wall Street Journal on May 16, 2011.* |
|
(a)(5)(A) | Joint Press Release issued by Arch Coal, Inc. and International Coal Group, Inc. on May 2,
2011 (incorporated in this Schedule TO by reference to the Current Report on Form 8-K
filed by Arch Coal, Inc. on May 3, 2011). |
|
(a)(5)(B) | Transcript of Investor Call regarding announcement of Merger Agreement (incorporated in
this Schedule TO by reference to the Schedule TO-C filed by Arch Coal, Inc. on May 3,
2011). |
|
(a)(5)(C) | Investor Presentation (incorporated in this Schedule TO by reference to the Schedule TO-C
filed by Arch Coal, Inc. on May 3, 2011). |
|
(a)(5)(D) | Joint Press Release issued by Arch Coal, Inc. and International Coal Group, Inc. on May
16, 2011.* |
|
(a)(5)(E) | Memorandum of Understanding, dated as of May 26, 2011.* |
|
(a)(5)(F) | Press Release issued by Arch Coal, Inc. on May 31, 2011.* |
|
(a)(5)(G) | Press Release issued by Arch Coal, Inc. on May 31, 2011.* |
|
(a)(5)(H) | Joint Press Release issued by Arch Coal, Inc. and International Coal Group, Inc. on June
1, 2011.* |
|
(a)(5)(I) | Memorandum of Understanding, dated as of June 5, 2011. |
|
(a)(5)(J) | Memorandum of Understanding, dated as of June 5, 2011. |
|
(b)(1) | Debt Commitment Letter dated as of May 2, 2011 by and among Morgan Stanley Senior Funding,
Inc., PNC Bank, National Association, PNC Capital Markets LLC and Arch Coal, Inc.
(incorporated in this Schedule TO by reference to the Schedule TO-C filed by Arch Coal,
Inc. on May 3, 2011). |
|
(d)(1) | Agreement and Plan of Merger dated as of May 2, 2011 among Arch Coal, Inc., Atlas
Acquisition Corp. and International Coal Group, Inc. (incorporated in this Schedule TO by
reference to the Current Report on Form 8-K filed by Arch Coal, Inc. on May 3, 2011). |
|
(d)(2) | Tender and Voting Agreement dated as of May 2, 2011 by and among Arch Coal, Inc., Atlas
Acquisition Corp. and certain stockholders of International Coal Group, Inc. (incorporated
in this Schedule TO by reference to the Current Report on Form 8-K filed by Arch Coal,
Inc. on May 3, 2011). |
|
(d)(3) | Tender and Voting Agreement dated as of May 2, 2011 by and among Arch Coal, Inc., Atlas
Acquisition Corp. and certain stockholders of International Coal Group, Inc. (incorporated
in this Schedule TO by reference to the Current Report on Form 8-K filed by Arch Coal,
Inc. on May 3, 2011). |
|
(d)(4) | Non-Disclosure Agreement dated as of February 25, 2011 between International Coal Group,
Inc. and Arch Coal, Inc.* |
Exhibit No. | Description | |
(d)(5) | Letter Agreement dated as of March 15, 2011 between International Coal Group, Inc. and
Arch Coal, Inc.* |
|
(d)(6) | Amendment to Agreement and Plan of Merger, dated as of May 26, 2011 among Arch Coal, Inc.,
Atlas Acquisition Corp. and International Coal Group, Inc.* |
|
(g) | Not applicable. |
|
(h) | Not applicable. |
* | Previously filed. |