Sureties File Objection to Rice/Alpha Plan for Rice to Purchase Alpha Minerals; Feds call re-organization a sham which is actually Liquidation

The Objection of the Sureties is attached hereto. 

Note: PLR stands for Pennsylvania Land Resources, an Alpha subsidiary.

Incredibly, Alpha has already got permission to stiff Union Miners and is seeking right to stiff non-union miners too.

Here is article concerning liquidation disguised as re-organization from the Casper Wyoming Tribune.

The objections of the U.S. Trustee present a hurdle in Alpha’s attempts to emerge from Chapter 11 protection. They come in advance of a hearing next week which will determine whether the company’s plan will proceed, and amid a flurry of new developments.

A federal bankruptcy judge on Monday approved the company’s request to reject labor contracts and retiree benefits for unionized employees. The move is expected to save the company $60 million, Reuters reported.

A hearing on Alpha’s request to eliminate benefits for non-union miners is scheduled for May 17. None of the company’s Wyoming employees is represented by a union.

The future of Alpha’s Powder River Basin mines, Belle Ayr and Eagle Butte, hinge on the company’s reorganization plan.

Alpha has proposed splitting the company’s assets into two groups: core and non-core. Its most valuable properties, including Belle Ayr and Eagle Butte, would be sold. A group of the company’s creditors have agreed to submit a minimum bid of $500 million. Alpha will accept a higher bid if one is submitted.

The company’s remaining assets, marginal mines largely based in Appalachia, would form the basis of a second company. That business would largely focus on reclamation.

The government, in a filing with the U.S. Bankruptcy Court for the Eastern District of Virginia, argued every aspect of Alpha’s business was up for sale.

Nowhere in its disclosure statement, which outlined the company’s plan, did Alpha say what assets it plans to keep, attorneys for the U.S. Trustee wrote. The company recently agreed to sell its natural gas assets in Pennsylvania to Rice Energy for $200 million.

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“Although this case was originally represented to the court and the creditors as a reorganization, the proposed plan makes clear that the end-game here is more in the nature of (if not a complete) liquidation,” they wrote.

Particularly worrisome, the government said, was the lack of detail provided about the second firm to be based in Appalachia. Alpha provided no information on how the company would operate or generate income given that its stated purpose is to focus on reclamation.

“If, in fact, the Reorganized Debtor is going to conduct no business other than to comply with its statutorily required clean-up and reclamation obligations, and will be essentially winding down Alpha’s business, then the disclosure statement needs to fully, clearly and openly disclose that,” the U.S. Trustee said.

The U.S. Trustee is a division of Justice Department.

The government is not the first to make that argument. The United Mine Workers of America advanced a similar line of thinking in its objection to Alpha’s plan to cut benefits for union employees and their spouses.

Selling its core-assets would deprive a restructured company from its primary sources of revenues, the union argued.

Alpha, in response, dismissed that claim, saying the company would continue operating its non-core assets in Appalachia.

“The debtors (Alpha) will retain the reclamation assets in order to conduct environmental reclamation, and these assets will continue to generate revenue for the purpose of paying reclamation claims and other obligations of the reorganized debtors,” the company wrote.

The company said Tuesday it intends to update its disclosure statement as the bankruptcy process proceeds. A hearing on the company’s plans is scheduled for May 17.

Follow energy reporter Benjamin Storrow on Twitter @bstorrow

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Use this link for all bankruptcy stalking horse pleadings:

http://www.kccllc.net/alpharestructuring/document/list/4084

Quoting Cassius Clay in the Liston fight: Dirty work afoot!

3. The PLR Transaction contemplates the sale to Rice Drilling B LLC (“Rice

Drilling”) of all of the Marcellus Shale oil and gas assets of Debtor Pennsylvania Land

Resources, LLC (“PLR”).1 The PLR assets are located “within the most profitable and

productive region of one of the largest and most concentrated natural gas fields in the United

States.”2 To the extent the Core Assets were the “crown jewels” of Debtors’ asset portfolio, the

PLR Assets are the “crown jewels of the crown jewels.” The fact that Rice Drilling has offered

$200 million dollars for the assets, a premium of $25 million over the amount allocated by First

Lien Creditors in the initial Stalking Horse APA,3 demonstrates that the PLR Assets are among

the most, if not the most, valuable assets in Debtors’ estate. In light of the regulatory and market

pressures on the coal industry cited by Debtors as the bases for their insolvency,4 the PLR Assets

are among the most likely of Debtors’ assets to be profitable in the future.

4. The proposed PLR Transaction is the exact type of transaction that prompted the

Sureties’ Objection to Debtors’ Bid Procedures Motion. Selling these valuable assets without

any provision for addressing the environmental liabilities of the remaining assets exceeds the

scope of Section 363 of the Bankruptcy Code. The Sureties object to Debtors’ attempt to sell

what are among the most valuable assets in its estate outside of the protections afforded in a plan

of reorganization under Section 1129 of the Bankruptcy Code.

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