WESTMORELAND COAL COMPANY (NASDAQ:WLB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 – Entry into Material Definitive Agreement.

On August 2, 2017, Westmoreland Partners, a Virginia general partnership (“Seller”), an indirect wholly-owned subsidiary of Westmoreland Coal Company, a Delaware corporation (“Westmoreland”), entered into a Purchase and Sale Agreement (the “Sale Agreement”) to sell the assets of its Roanoke Valley Power Facility in Halifax County, North Carolina (“ROVA”), to ROVA Venture, LLC, a Delaware limited liability company (“Buyer”). to the terms of the Sale Agreement, Buyer will purchase all of the real, personal and intangible property that comprise the ROVA facility (the “Property”) from Seller. In exchange for the Property, Buyer will pay Westmoreland an amount in cash equal to $5.0 million as of the closing date. The closing under the Sale Agreement is expected to occur in the third quarter of 2017, subject to customary closing conditions and Buyer’s successful inspection of ROVA in its sole discretion. The Sale Agreement contains customary representations and warranties, indemnities, and events of default. Seller will retain certain future reclamation liabilities of approximately $2.7 million to off-site ash storage and disposal agreements associated with ROVA. Independent of the sale of ROVA, Seller remains obligated through March 2019 under its Substitute Energy Purchase Agreement with Virginia Electric and Power Company, dated December 21, 2016, for the supply of contracted energy and capacity requirements, which agreement allows for Seller to fulfill its obligations without owning or operating ROVA.

The foregoing description of the Sale Agreement is qualified in its entirety by reference to the Sale Agreement, which will be filed with the Commission as required.

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2017, Westmoreland issued a press release announcing its financial results for the quarter ended June 30, 2017. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On August 3, 2017, beginning at 10:00 a.m. Eastern Time, Westmoreland will host a conference call with investors to discuss Westmoreland's financial and operating results for the quarter ended June 30, 2017. The conference call will be made available to the public via dial-in and webcast. In connection with the conference call, Westmoreland published an investor presentation that included the slides furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein. The slides contained in Exhibit 99.2 are also posted on the Westmoreland's website at www.westmoreland.com.

The information in this Item 2.02 of the Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

On August 3, 2017, Westmoreland published a press release related to the sale of the assets of ROVA, as more specifically described above in Item 1.01, a copy of which is furnished as Exhibit 99.3 to this Current Report on Form 8-K. The press release contained in Exhibit 99.3 is also posted on Westmoreland's website at www.westmoreland.com.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.3) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

WESTMORELAND COAL Co Exhibit
EX-99.1 2 exh99-1_2017q2xearningsrel.htm EXHIBIT 99.1 Exhibit  News Release  Westmoreland Reports Second Quarter and First Half 2017 ResultsEnglewood,…
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About WESTMORELAND COAL COMPANY (NASDAQ:WLB)

Westmoreland Coal Company is an energy company. The Company operates through six segments: Coal – U.S., Coal – Canada, Coal – Westmoreland Resource Partners, LP (WMLP), Power, Heritage and Corporate. Coal – U.S. segment includes the operations of coal mines located in Montana, North Dakota, Ohio, Texas and New Mexico. Coal – Canada segment includes the operations of coal mines located in Alberta and Saskatchewan. Coal – WMLP segment includes the operations of Westmoreland Resource Partners, LP, a coal master limited partnership. Power segment includes its Roanoke Valley Power Facility (ROVA) operations located in North Carolina. Heritage segment includes the benefits the Company provides to former mining operation employees, as well as other administrative costs associated with providing those benefits and cost containment efforts. Corporate segment consists of corporate administrative expenses.