Linda is biotch...! LOLz JayKay
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Excellent news, now we should expect the debtors file their proposed plan shortly! Eom
Conservatorship and Bankruptcy are different. eom
You can keep the stock by having your broker convert it in to certificate form. That way, you will have your Patriot Coal stock forever....
Good question, but as the saying goes... Retail (usually shareholders) is usually the last to know ... and bond holders are usually hedge funds, etc., the "people who are in the know"...
imo
All the bond issues are falling .... Not a good sign . Eom
Let the money flow... tomorrow's hearing on compensation.
The list below are the entities who want their compensation:
(a)Blackstone Advisory Partners L.P. [ECF No. 3659]
(b)Bowles Rice LLP [ECF No. 3643]
(c)Bryan Cave LLP [ECF No. 3626]
(d)Carmody MacDonald P.C. [ECF No. 3644]
(e)Cole, Schotz, Meisel, Forman & Leonard, P.A. [ECF No. 3650]
(f)Curtis, Mallet -Prevost, Colt & Mosle LLP [ECF No. 3652]
(g)Davis Polk & Wardwell LLP [ECF No. 3660]
(h)Ernst & Young LLP [ECF No. 3645]
(i)GCG, Inc. [ECF No. 3640]
(j)Houlihan Lokey Capital, Inc. [ECF No. 3648]
(k)Jackson Kelly PLLC [ECF No. 3649]
(l)Kramer Levin Naftalis & Frankel LLP [ECF No. 3647]
(m)Mesirow Financial Consulting, LLC [ECF No. 3646]
(n)Steptoe & Johnson PLLC [ECF No. 3651]
(o)Thompson Coburn LLP [ECF No. 3641]
Other matters: Debtors’ First and Second Omnibus Objection to Claims, Motion for Authorization to Assume/Object Unexpired Leases, etc., Motion for Relief from Automatic stay, etc.
Blah...
You should factor in the 35% of reorganized Patriot to the Union which might get higher and the conversion of (some or all the) note holders and possibly general claims holders.
Previous pie: all equity
New pie: 35% already cut. Who else is in line for a piece? Equity is last, the question is by the time it gets to equity, will there anything left, crumbs, or did the Union lick the plate and knife clean....
IMO
So you think the Union workers should get paid more than non-Union workers who do the same work?
Patriot's CEO has shown he wants to save Patriot and reorganize. He wants to save jobs .
The Debtor have shown the want to reorganize.
Creditors have show they want to reorganize.
Non-Union workers have shown the want to reorganize.
The Judge has shown the she wants Patriot to reorganize (well, that is her job) by recently approving the compensation plan for retention of key and vital personal for a successful emergence from bankruptcy. All other employees are expendable which gives less leverage to the Union if they decide to strike. The Judge is aware of Hostess' bankruptcy and does not want the same thing to happen with Patriot going into liquidation.
The Union? The Union wants CONTROL of the NEW Patriot. 57% would be the majority shareholder of Patriot. If ever a vote comes up, they don't need your vote, they have the majority. Imagine giving control to the Union...
The Union feels entitled above everyone else. What is so special about a Union worker and a non-Union worker who does the same job? All Patriot is asking is fairness across the board.
You should stop looking at American Airlines and Google Hostess. That is the closest in comparison to Patriot right now.
IMO
Would you rather the Unions have their way? If yes, you can forget about any equity in the company as the Union will take it all away from you, the hard working American who paid for his stuck, I mean stock.
Remember, the Union is ahead of your patriotic stock.
imo
The Union counter offered the 35% with 57%:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=87406601
I have a slightly different interpretation:
Briefly (because I am getting ready to leave):
The Judge basically understands that the in order for the Debtors to emerge from bankruptcy protection and successfully reorganize, the Debtors need to retain key employees.
Judge approved said compensation/bonus scheme and basically said frack you to the Unions who threatened to strike and force Patriot Coal into liquidation.
If the Unions strike, who cares . . . now you are able to retain key employees and hire NON-UNION workers, the workers who really want to work. Grunt workers are a dine a dozen... With unemployment so high in the United States and the economic recession we are in, the UNION does not care, they do NOT want to negotiate as evidenced in the last year.
Look at the non-union workers, they came to an agreement and settled. The Union continues to drag their feet.
Hostess is a great example how the Union does NOT give a frack...
Gotta go. Have a nice weekend.
imo
Same story, different source:
Compensation Plans/Bonus, etc. APPROVED
Let the money floooowww.....
This is what you have to remember: Bankruptcy is about creditors, NOT shareholders...
I know a lot people don't understand that... but once someone understands that, the bankruptcy process is much easier to understand...
Good luck! I am outtie!
imo
Whenever there is a motion for direction of an appoint an equity committee in any case, there always be objections filed that state (or similar):
...the Boards of Directors of the Debtors have fiduciary
duties to the shareholders, even in Chapter 11 cases . . .
. . . Unsecured Creditors Committee has a duty to maximize the value of the Debtors’ estates, which will trickle down to the benefit of the shareholders.
The Debtors’ cases here are a totally different picture. There appears to be no substantial likelihood that equity will receive a meaningful distribution in these cases to justify appointment of a committee. Mr. Christopher Wu’s testimony was speculative, at best, on the
most optimistic outlook imaginable.
ORDER DENYING MOTION FOR ENTRY OF AN ORDER DIRECTING THE APPOINTMENT OF AN EQUITY COMMITTEE
http://www.patriotcaseinfo.com/pdflib/3959_51502.pdf
1. The Court has examined the factors that
are to be considered
when considering a
motion under 11 U.S.C. §1102(a)(2). Appointment of
an equity committee is the exception, and
not the rule.
2. The shareholders have no
t shown that an official co
mmittee is necessary for their
interests to be adequately repr
esented. The Boards of Director
s of the Debtors
have fiduciary
duties to the shareholders, even in Chapter 11 case
s, and the Interested Sh
areholders have failed
to show that the Debtors’ Boards and management
will not adequately represent the interests of
equity holders. There is also no basis for c
oncluding that the Unsecured Creditors Committee
(“
Committee
”)
will not adequately represent the shar
eholders, because the Committee has a
duty to maximize the value of the Debtors’ estates, which will trickle down to the benefit of the
shareholders.
3. The Court has specifically considered
In re Pilgrim’s Pride Corp.
, 407 B.R. 211
(Bankr. N.D. Tex. 2009), that was
cited by the shareholders. In th
at case, the debtors filed a
response, neither in support or opposition, to
the motion to appoint a shareholders’ committee.
The Securities and Exchange Com
mission appeared in support of th
e motion to appoint an equity
committee. And while the U.S. Trustee initially
opposed the motion, it then
filed no pleadings in
opposition to the motion. There was also evidence through the debtor’s monthly operating
reports that the debtor was solvent. The debtor’s chief restructuring officer testified that the
debtor’s position “was not even cl
ose to ‘hopeless insolvency’”.
Id.
at 217.
4. The Debtors’ cases here are a totally
different picture. Th
ere appears to be no
substantial likelihood that equity
will receive a meaningful distribut
ion in these ca
ses to justify
appointment of a committee. Mr. Christopher
Wu’s testimony was speculative, at best, on the
most optimistic outlook imaginable.
5.
THEREFORE, IT IS ORDERED THAT
:
The Motion is denied.
Patriot Coal report Q1 loss
Patriot Coal Corporation reported a net loss of USD 115.9 million in the Q1 ended March 31st, compared with a loss of USD 75.3 million in last year’s quarter, due to lower sale prices and volumes of its coal.
The company, which filed for bankruptcy in July, reported total Q1 revenue of USD 343.3 million, down 32% from USD 502.6 million in the Q1 2012.
According to the company’s quarterly filing Thursday, total tonne of coal sold in the Q1 this year decreased 18% from the first quarter of 2012 to 5.1 million tonne.
The average price per tonne of coal decreased 20% to USD 71.22 per tonne in the Q1 for its Appalachia mining operations, compared with last year’s quarter, and it decreased 4% to USD 48.25 per tonne for its Illinois Basin mining operations.
The company in the filing said that in order to successfully emerge from bankruptcy, it must address excessive cash requirements of the legacy post-retirement benefit obligations that have accumulated over the years and restructure wage and benefit programs to create a competitive labor and benefit cost structure.
US Bankruptcy Judge Kathy Surratt-States is required to rule by May 29thon Patriot’s motion to modify agreements with union miners on wages, benefits and pensions, and to change health care benefits for union retirees.
Source - www.bizjournals.com
Patriot’s bid to cut benefits now in hands of bankruptcy judge
By Associated Press, Updated: Monday, May 6, 10:16 AM
ST. LOUIS — A bankrupt St. Louis-based coal company’s push to significantly cut thousands of retirees’ health care and pension benefits is in the hands of a judge.
U.S. Bankruptcy Judge Kathy Surratt-States has until May 29 to decide the matter that last week was argued before her by attorneys for Patriot Coal Corp. and the United Mine Workers of America union. It’s not clear how soon any ruling may come.
Patriot’s proposed benefits cuts have been the most contentious aspect of its bankruptcy case since the Peabody Energy Corp. spinoff filed for Chapter 11 protection last summer. The company says it would have to spend $1.6 billion to cover retirees’ health care costs, and that if that didn’t change it might risk liquidation.
The union considers the cuts immoral, drastic and unfair.
Copyright 2013 The Associated Press. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.
I was able to talk to the lawyers that is representing the EC and they said it was denied. Judge has not made it "official", but they are waiting for it to come down. The judge ruled on it the same day, April 23rd. With PCX in court all of last week, Judge hadn't completed all of it yet I guess.
Patriot Coal Workers Threaten Strike
Monday, May 06, 2013
On Friday, a lawyer representing the United Mine Workers of America told the U.S. Bankruptcy Court in St. Louis that union workers would be compelled to go on strike if Patriot Coal Corp voided its contract with the union.
Fred Perillo, the attorney representing the Patriot Coal mine workers’ union told Judge Kathy Suratt-States that the union is working earnestly to reach a consensual agreement with Patriot.
However, Patriot is trying to void its contract with the union and seeking $150 million worth of labor cuts a year, while the union is threatening to go on strike. Patriot is trying to end the contract, change healthcare, lower pay rates and end pension contributions, according to records.
Perillo told the court in clear words that the union stand was that if there was no contract, then there would be no work done by unionized workers.
Ben Hatfield, the CEO of Patriot said later that the comments made by the union’s attorney were poorly conceived.
Reuters reported that in an interview, the Patriot CEO said, “It’s a poor time to be throwing out threats,” referring to the comments of the union’s attorney. Hartfield said that a strike by UMWA would lead to a replay of what happened in the bankruptcy of Hostess Brands Inc, which liquidated last year after union strikes lead to heavy losses.
Patriot Coal, which went into bankruptcy in July, has proposed transferring healthcare to a voluntary employees’ beneficiary association. It has also proposed stocking the VEBA with $15 million cash and $300 million worth of profit-sharing contributions.
While aiming to cease pension contributions and cut back expenses in other areas, the company has proposed to provide the union with a 35 percent equity stake in the company, which the union may sell off to the VEBA.
However, the company maintains that without the concessions and cuts the St. Louis based company had no other option but to liquidate.
On its part, the union keeps opposing the proposal as unfair.
The bankruptcy court has to decide the matter within May 29. While companies can impose cuts to labor contracts unilaterally under bankruptcy laws, such unilateral cuts need to be sufficiently substantiated by proving they are critical for survival of the company. Further, the company also has to prove that it has exhausted options of reaching consensual solutions.
Ya, I doubt an EC will be formed... Debtors/Creditors/Union are already diving up the NEW reorganized company. The last court hearing, Creditors withdrew their Objection to the Union getting 35% of the NEW company.
Debtors are burning through a lot money and projected to run out of funds by early 2014.
Appointing an EC (and its associated Bk counsel and of counsel, auditors, etc) would burn through even more money the Debtors don't have.
The court already (or should have) heard the motion to appoint an EC, however, never heard the results of the hearing. My guess is that either it was not heard because there was no equity or it was just pushed off to another date for hearing. There were no news of the hearing, nothing, so if someone here wants to contact the movants, please do so and post on the board.
The thing is if the Debtors are already converting CLAIMs into New Equity of the reorganized company (you only convert claims in to NEW equity if there is no more equity), OLD equity may be non-existent or "calculated" to be non-existent by the time a plan comes out pending the rejection of Union contract, etc. or if the Unions does plan to go on strike, then Patriot can just forget about reorganizing and follow the foot steps of Hostess and liquidate.
If Patriot liquidates, the hedge funds would/could probably buy up all the assets at a fire sale.
Who knows, old equity "might" be thrown a bone (just to STFU)... ya never know...
imo
This is why the Unions deserve NOTHING . . .
No matter how the Judge rules, the Unions controls the destiny of Patriot Coal . . .
Unions don't like the ruling... Unions STRIKE and Patriot goes into liquidation.
Unions win and Patriot's motion is denied, then Patriot will eventually run out of cash and then forced into liquidation.
I just love how the Union thinks . . . cough cough, of themselves...
If Patriot's motion is granted, hopefully they will take a page from Hostess' playbook and hire non-Union employees at sites that are reopened.
imo
Patriot says cuts needed to avoid liquidation
10 hours 22 minutes ago
No matter how a judge rules on Patriot Coal Corp’s request to cut union wages and benefits, the coal producer and employees could face a grim future, the company and the United Mine Workers of America told a judge overseeing Patriot’s bankruptcy.
UMWA attorney Fred Perillo said that approval of Patriot’s motion could lead to a crippling strike that would likely force the company into liquidation.
And if Patriot’s motion is rejected, it is a “mathematical certainty” that the company will run out of cash early next year and be forced to sell off its mines and lay off 4,000 employees, said Benjamin Kaminetzky, a lawyer representing the company.
The doomsday scenarios featured prominently during Friday’s closing arguments in a week-long hearing in US Bankruptcy Court.
Judge Kathy A. Surratt-States didn’t immediately issue a ruling.
The stakes are huge whatever the outcome, and will go a long way toward determining the future of the company and thousands of employees and retirees.
Patriot, which filed for Chapter 11 protection in July citing depressed coal markets and unsustainable legacy liabilities, says it has reduced expenses to the maximum extent elsewhere and needs $150 million in annual savings from the union to survive.
The UMWA argues that Patriot’s proposal is rooted in anti-union ideology. It claims the company could find additional savings elsewhere, that its business plan is based on pessimistic coal market forecasts, and that union employees and retirees have been asked to shoulder a disproportionate share of the proposed cost cuts.
Source - www.stltoday.com
Patriot Coal: Miners would lose the most if company liquidates
May 3, 2013, 2:18pm CDT
If the United Mine Workers of America were to strike, Patriot Coal Corp. would liquidate, said Benjamin Kaminetzky, a lawyer with New York-based Davis Polk & Wardell who is representing Patriot in its bankruptcy.
Parties involved in Patriot’s bankruptcy case gave closing arguments Friday in federal court in St. Louis on a motion to change union employees’ and retirees’ benefits.
“If this company fails to get its costs in line, there will be one big loser — the UMWA employees and retirees,” Kaminetzky said during his closing argument.
Also on Friday, the unsecured creditors committee said it supports Patriot’s most recent offer to the UMWA. The committee had previously objected to the offer — a 35 percent equity stake in the reorganized coal company, $15 million in profit sharing, and future proceeds from litigation and royalty payments going to a Voluntary Employee Beneficiary Association Trust — arguing that the equity stake should be lower.
Since Monday, U.S. Bankruptcy Judge Kathy Surratt-States has listened to testimony over Patriot’s motion to modify agreements with the union on wages, benefits and pensions, and change health care benefits for union retirees.
Surratt-States is legally required to rule on the motion within 30 days of April 29, which was the start of the hearing, according to Janine Orf, vice president of investor relations at Patriot Coal.
The company’s ability to successfully reorganize hinges on whether it’s able to make those changes in order to save $150 million a year, according to Patriot CEO Ben Hatfield.
Patriot filed for bankruptcy in July. It assumed most of its legacy liabilities when it was spun off from St. Louis-based Peabody Energy in 2007, and it also acquired retiree liabilities when it bought Magnum Coal in 2008. Magnum had purchased certain assets that were at one time owned by Arch Coal, also based in St. Louis.
deja vu = Patriot LIQUIDATION = Hostess Liquidation
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=87306224
I just love how the Union works: Don't get their way, then STRIKE... Unions rather lose their jobs than .... be reasonable... and let another American company liquidate just like Hostess did...
A lawyer for the United Mine Workers of America on Friday told a bankruptcy judge it [Union] would be forced to strike if Patriot Coal Corp succeeds in voiding its contract with the union, as five days of contentious court hearings came to an end.
"No contract, no work," Perillo said during closing arguments to cap off the hearing in U.S. Bankruptcy Court in St. Louis.
"It's a poor time to be throwing out threats," Hatfield told Reuters in an interview outside the courtroom. "I think reasoned judgment will prevail when it comes to workers retaining their jobs in this environment."
Mine workers union warns of strike at Patriot Coal if contract voided
By tim bross
ST. LOUIS | Fri May 3, 2013 5:51pm EDT
May 3 (Reuters) - A lawyer for the United Mine Workers of America on Friday told a bankruptcy judge it would be forced to strike if Patriot Coal Corp succeeds in voiding its contract with the union, as five days of contentious court hearings came to an end.
Attorney Fred Perillo said the union would do everything in its power to reach a consensual agreement with Patriot, which is seeking to impose $150 million a year in labor cuts.
But if Judge Kathy Surratt-States approves the proposal, which would end pension contributions, alter healthcare and lower pay rates, Perillo said a strike will follow.
"No contract, no work," Perillo said during closing arguments to cap off the hearing in U.S. Bankruptcy Court in St. Louis.
Ben Hatfield, Patriot's chief executive, said later that Perillo's remarks were ill-conceived.
"It's a poor time to be throwing out threats," Hatfield told Reuters in an interview outside the courtroom. "I think reasoned judgment will prevail when it comes to workers retaining their jobs in this environment."
Hatfield said a UMWA strike would be a replay of what happened in the bankruptcy of Hostess Brands Inc, which last year liquidated after a union strike caused it to hemorrhage money.
Judge Surratt-States has until May 29 to rule in the Patriot case.
St. Louis-based Patriot declared bankruptcy in July amid weak coal markets and heavy pension and healthcare costs, saying it needed major concessions from unions to stay in business.
Patriot has proposed ceasing pension contributions and transferring healthcare to a voluntary employees' beneficiary association, or VEBA, stocking it with $15 million in up-front cash and another $300 million in profit-sharing contributions.
It would give the union a 35 percent equity stake in reorganized Patriot, which could be sold to help fund the VEBA.
Without the cuts, the company has said it would be forced to liquidate. The union, which represents about 1,700 current Patriot workers and another 13,000 retirees and their families, has called the proposal "nowhere near" fair, and staged heated rallies in St. Louis, New York and elsewhere.
Bankruptcy laws allow companies to impose unilateral cuts to labor contracts, but only if they can show the cuts are critical to survival and that a good faith effort was made to achieve them consensually.
Before the start of closing arguments on Friday, Patriot's unsecured creditors' committee said it had withdrawn its initial objection to the 35 percent stake.
Patriot lawyer Ben Kaminetzky in his closing argument criticized the UMWA for casting the issue as a "Wall Street against Main Street" class struggle, saying Patriot did not begrudge the benefits and wages collected by union workers, but simply "cannot afford them."
Kaminetzy balked at the union's position that it has been asked to bear a disproportionate share of Patriot's cuts, saying nonunion employees have sacrificed for years while union workers have received "multiple raises."
Patriot reached consensual concessions from its non-union workers last month.
One key topic on which the union and Patriot agree is the liability of Peabody Energy, the former parent that spun Patriot off in 2007. Patriot and the UMWA have filed lawsuits seeking to keep Peabody on the hook if Patriot cannot afford to pay benefits.
The union has alleged that Peabody saddled Patriot with unsustainable legacy costs, knowing it would eventually fail.
But Kaminetzky said the union "sounds like it wants to reward Peabody with Patriot's liquidation" by resisting cutbacks that are necessary for survival.
A Peabody spokesman on Friday declined to comment, but in the past has said that the spinoff was above board.
"Patriot was highly successful following its launch more than five years ago with significant assets, low debt and a market value that more than quadrupled in less than a year," the spokesman Vic Svec said in a statement earlier this week.
The bankruptcy is In Re Patriot Coal Corp, U.S. Bankruptcy Court, Eastern District of Missouri, No. 12-51502.
Patriot CEO says proposed cuts are workers' best chance
5/1/2013
By Tim Bross
ST. LOUIS (Reuters) - Patriot Coal Corp's top boss on Wednesday told a court that the bankrupt company's unionized workers would benefit if Patriot were allowed to implement $150 million a year in proposed cuts.
At a hearing in U.S. bankruptcy court in St. Louis, Chief Executive Ben Hatfield said the cuts are the only way to avoid a liquidation that would cost 1,700 miners their jobs.
Hatfield testified on Patriot's proposed reductions, which the United Mine Workers of America union has lambasted as "nowhere near" fair. The plan would end pension contributions and create a separate entity to fund healthcare, affecting Patriot's current workers and about 13,000 retirees and their families.
The company, which filed for bankruptcy in July 2012, has offered the union a 35 percent stake in the company, which could be sold to help fund healthcare.
"A reorganized Patriot is worth hundreds of millions of dollars," Hatfield said. "In a liquidation, Patriot is worth pennies on the dollar."
The hearing is expected to run through Friday, after which Judge Kathy Surratt-States has 30 days to rule on Patriot's proposal.
Bankrupt companies are allowed to unilaterally change labor deals, but they must show that cuts are crucial to survival and that a good-faith effort has been made to reach a deal consensually.
Patriot has been at odds with its union since its bankruptcy filing. The UMWA has staged protests in New York, St. Louis and Appalachia, and is arguing in court in hopes of salvaging benefits.
The issue is especially pertinent in the coal industry, where workers are uniquely exposed to health hazards, and where an ever-shrinking workforce is being asked to shoulder the cost of benefits for generations of retirees.
In cross-examination, UMWA attorney Fred Perillo questioned whether the healthcare fund would be viable, and suggested the union was bearing the brunt of Patriot's cost savings.
Hatfield joined Patriot in September 2011 and became its top officer last October. The Charleston, West Virginia, native testified that his father and grandfather were coal miners.
He said the current coal market was the worst he had seen in 30 years, citing low natural gas prices, a mild 2011-12 winter, environmental regulations and a worldwide drop in steel demand. Coal prices are about half of what they were in 2011, Hatfield said.
Last year "was a very, very difficult year," he said.
Hatfield said the company had frozen nonunion wages, cut nonunion health benefits for employees and retirees, and reduced 401(k)contributions.
PEABODY'S ROLE
A recurring theme in the bankruptcy is the role of former Patriot parent Peabody Energy Co, which spun off Patriot in 2007. Both Patriot and the UMWA have said that the still-profitable Peabody should pay for worker benefits if Patriot cannot. The union in a separate lawsuit has accused Peabody of setting Patriot up to fail, loading it with burdensome legacy liabilities.
Peabody has said the transaction was above-board.
"Patriot was highly successful following its launch more than five years ago with significant assets, low debt and a market value that more than quadrupled in less than a year," Peabody spokesman Vic Svec said in a statement.
In an interview with the State Journal of Charleston, West Virginia, Hatfield last month said the Peabody spinoff seemed "suspect" when it was first announced, at which time Hatfield was CEO of International Coal Group.
"Frankly, as a competitor, we looked at that and said ... it looks like a bad balance here - too many liabilities and not enough assets," Hatfield told the newspaper.
On Wednesday, Hatfield testified that Patriot last year began looking through files, checking emails, and interviewing former employees to see if a lawsuit over the spinoff was warranted. He said he was not sure why the company ultimately chose not to file one.
Miners say they are entitled to lifetime health and pension benefits dating back to agreements forged with the Truman administration in the 1940s.
Monie Harris, who retired from Peabody in 2002 after 36 years with the company, attended Hatfield's testimony on Wednesday. But the Central City, Kentucky, resident said his main beef was with Peabody.
"We want Peabody to live up to its agreement," Harris said. "We signed a contract."
Separately on Wednesday, Hatfield defended Patriot's plan to seek court approval of $6 million in incentive payments to retain certain key employees. No top executive would benefit from the plan, Hatfield said.
"Patriot has lost 67 people since January, some gone to competitors at lower-paying jobs, because they were worried about their futures," he said.
Judge Surratt-States has not ruled on the request.
The hearing has drawn hundreds of miners to St. Louis. About 30 attended the hearing on Wednesday, taking up about half the courtroom.
The bankruptcy is In Re Patriot Coal Corp, U.S. Bankruptcy Court, Eastern District of Missouri, No. 12-51502.
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Patriot Coal CEO: 'This is survive or not survive'
1 hours ago • By JEFFREY TOMICH jtomich@post-dispatch.com 314-340-8320
Patriot Coal Corp. will run out of cash early next year and be forced to sell itself in pieces if a bankruptcy judge doesn’t approve proposals to cut union wages and retiree benefits, the company’s chief executive told the court on Wednesday.
“This is survive or not survive,” CEO Bennett Hatfield said during four hours of testimony. “If we don’t get the savings we’re targeting, I don’t see a future for this company.”
Hatfield was the last of six witnesses to appear for Patriot during this week’s hearing on the company’s motion to implement wage and benefit cuts under the bankruptcy code. The cuts total $150 million in annual savings that Patriot said is necessary to avoid liquidation.
The United Mine Workers of America is also putting up witnesses to bolster its argument that such deep cuts aren’t necessary and unfairly punish the company’s 1,600-plus union miners and 13,000 retirees, most of whom never worked for Creve Coeur-based Patriot.
The union continues to blame St. Louis-based Peabody Energy Corp. for Patriot’s failure and the potential loss of retiree benefits — a claim that Peabody denies.
In his testimony, Hatfield acknowledged that Patriot is “uniquely challenged” because it’s weighed down by legacy liabilities including $1.6 billion in retiree benefit obligations assumed from two other St. Louis area coal producers, Peabody and Creve Coeur-based Arch Coal Inc.
Peabody created Patriot in October 2007, when it spun off its eastern mines. Two years earlier, Arch had sold some of its Appalachian mines to create Magnum Coal Inc., and that company was subsequently purchased by Patriot in 2008.
Hatfield said the company and its creditors are investigating possible claims against Peabody related to the spinoff, as well as some below-market coal contracts that it assumed as part of the transaction.
The UMWA has criticized Patriot for moving too slowly to pursue such claims.
During a two-hour cross-examination on Wednesday, the attorney representing the union, asked Hatfield why the company didn’t act sooner.
“There was no cause of action that would support litigation,” Hatfield said.
Hatfield joined Patriot in 2011 and took over as CEO last year after the company filed for Chapter 11 protection.
A 30-year veteran of the coal industry, Hatfield described himself as a southern West Virginia native and third-generation coal miner whose grandfather belonged to the union.
“I grew up with the UMWA Journal on my family coffee table,” he said.
But he also cited a preference for nonunion mines. “All things being equal, I prefer an environment where I can work directly with my employees,” he said.
Hatfield dismissed suggestions that the wage and benefit cuts sought by the company are an effort to “bust” the union. Instead, changes are necessary for the company to exit bankruptcy, he said.
And he believes the union would vote to ratify the changes put forth by Patriot if given a chance.
“I believe people will vote for retaining jobs because jobs are scarce,” he said.
But Dallas Miller, 61, a retired miner from Muhlenberg County, Ky., disagrees.
Miller, who worked more than 34 years for Peabody Coal, is among two dozen union retirees who have occupied the last two rows in the courtroom all week wearing “Peabody lied” T-shirts. A retiree, he wouldn’t get a vote. But if he did, he’d vote against the proposals.
Asked if he believed Hatfield’s testimony, the retired miner likewise said no.
“He was wishy-washy,” Miller said.
Patriot’s Hatfield: 88 percent of retirees never worked for Patriot
May 1, 2013, 2:38pm CDT Updated: May 1, 2013, 3:32pm CDT
Patriot Coal CEO Ben Hatfield said Wednesday morning during testimony in the company’s bankruptcy hearing that 88 percent of Patriot’s retirees never worked for Patriot.
Of Patriot's retirees and their dependents, 49 percent are former Peabody Energy employees and their dependents, 39 percent are former Magnum Coal employees and their dependents and 12 percent are former Patriot employees and their dependents.
He said the company was saddled with "inordinate liabilities" when it was spun off from St. Louis-based Peabody Energy in 2007.
Patriot filed for Chapter 11 bankruptcy protection in July 2012. It had assumed most of its legacy liabilities during the spinoff, and it also acquired retiree liabilities when it bought Magnum Coal in 2008. Magnum had purchased certain assets that were at one time owned by Arch Coal, also based in St. Louis.
Hatfield’s testimony in U.S. Bankruptcy Court in St. Louis included factors that led to Patriot’s bankruptcy, cost savings the company has made and details of negotiations with the United Mine Workers of America.
Hatfield said the current coal market is the worst he has seen in his 30 years in the business: In early 2012, demand plummeted and coal prices dropped. Lower natural gas prices coupled with a mild winter forced Patriot to dramatically downsize, Hatfield said. Prices offered for coal were significantly below production costs.
Patriot (OTC: PCXCQ) reported a net loss of $730.6 million in 2012 on $1.92 billion in revenue.
The company reduced costs by cutting jobs, reducing production, decreasing salaries for nonunion employees, renegotiating contracts, and requiring nonunion and salaried employees to pay more of their health care premiums, he said.
(Page 2 of 2)
Of the $62 million Patriot realized in cost savings, about $31 million will be used for incentives for mine supervisors, management, department heads, the executive team and other management employees, Hatfield said The company needs to offer an incentive program in order to retain those employees and keep the mines running, he said.
Also during testimony, Hatfield described his negotiations with the UMWA to come to an agreement on changes to wages, benefits and pensions for union employees and changes on health care benefits for union retirees.
Patriot is looking for $150 million in annual savings, and the union was initially offering deals that would result in about 10 percent of that, Hatfield said.
Patriot’s costs per employee associated with post-employment benefits are $393,000, which Hatfield said is much higher than that of its competitors. Peabody Energy's costs per employee associated with post-employment benefits are $125 million, while Arch Coal's are $8 million, according to a slide Hatfield presented in court.
Patriot’s newest proposal would give the union a 35 percent equity stake in the reorganized coal company and $15 million in profit sharing and would send future proceeds from litigation and royalty payments to a Voluntary Employee Beneficiary Association Trust.
“If we don’t get the savings that we are targeting, I see no future for this company besides liquidation,” Hatfield said.
Arthur Traynor, a UMWA lawyer, and Srinivas Akunuri, a principal at PricewaterhouseCoopers LLP who is working as a consultant and advisor for the union, are expected to testify in the case Wednesday afternoon.
April 30, 2013, 10:22 AM
The Daily Docket: Bakers Union Urges Hostess to Hire Workers
By Melanie Cohen
Reuters
The union whose nationwide strike sparked Hostess Brands Inc.’s decision to liquidate in bankruptcy said its workers are “inextricably linked” to the future of snacks such as Twinkies and Ho Hos and hinted that the law is on its side when it comes to hiring practices. Read the Daily Bankruptcy Review article here.
(Daily Bankruptcy Review and DBR Small Cap are daily newsletters with comprehensive coverage and analysis of emerging and in-progress insolvencies and turnarounds. For a two-week trial, visit our homepage, scroll to the bottom and click “try for free.”)
A judge approved Ambac Financial Group Inc.'s ABKFQ -57.14% settlement with the Internal Revenue Service over the very tax issues that helped tip the bond insurer into its November 2010 bankruptcy, inching Ambac to the brink of emergence from Chapter 11. Read the DBR article via Fox Business.
Patriot Coal Corp. PCXCQ +12.20% warned that it might have to liquidate if a judge won’t allow the company to invoke major labor cuts, Reuters reports.
Solarworld AG SWV.XE -0.99% made a preliminary deal with creditors to reduce liabilities, Bloomberg reports.
Law firm Kaye Scholer isn’t quite done with the GSC Group Inc. case, the Am Law Daily reports.
The Wall Street Journal has more on Chrysler Group LLC’s 65% profit loss.
A hearing in Casey Anthony’s Chapter 7 case over two people suing her for defamation has been set for next month, the Orlando Sentinel reports.
According to the Las Vegas Sun, Nevada bankruptcy lawyer Randolph Goldberg was suspended for tax evasion.
Write to Melanie Cohen at melanie.cohen@dowjones.com. Follow her on Twitter at @MelanieLisa.
The union whose nationwide strike sparked Hostess Brands Inc.’s decision to liquidate in bankruptcy said its workers are “inextricably linked” to the future of snacks such as Twinkies and Ho Hos and hinted that the law is on its side when it comes to hiring practices. Read the Daily Bankruptcy Review article here.
Patriot's Offer to Union:
Patriot has offered to cease pension contributions and
convert healthcare to a voluntary employees' beneficiary
association, or VEBA, funded by $15 million in up-front cash and
$300 million in profit-sharing contributions. The union would
receive a 35 percent equity stake in post-bankruptcy Patriot,
which it could sell to help fund the VEBA.
Moskowitz, Patriot's counsel, said the union wanted to take
control of the [reorganized] company, having proposed a counteroffer to own a
57 percent stake in Patriot.
UPDATE 3-Patriot warns of liquidation without major cuts to labor
Mon Apr 29, 2013 10:14pm EDT
* Company seeks court approval of cuts to pensions,
healthcare
* Union stages rally; conflicting reports on attendance
* Patriot seeks to hold former parent liable for benefits
By Tim Bross and Nick Brown
ST. LOUIS/NEW YORK, April 29 (Reuters) - Patriot Coal Corp
on Monday told a judge it would liquidate if not
allowed to make drastic cuts to employee pension and healthcare
benefits, as coal miners protested on the first day of a
week-long court hearing.
Patriot, which filed for bankruptcy in July, told the U.S.
Bankruptcy Court in St. Louis it planned to cut $150 million in
annual labor costs by ceasing pension contributions and
converting healthcare to an outside fund.
The United Mine Workers of America (UMWA) has condemned the
proposals as "nowhere near" fair, but a Patriot lawyer said it
is a matter of survival.
"If denied, we are headed for a catastrophic end," Patriot
attorney Elliot Moskowitz said. "We will liquidate."
In rallies staged by the UMWA outside the courthouse, 16
protesters were arrested. The union boasted that the rallies
drew 6,000 attendees, though the St. Louis Metropolitan Police
Department reported 2,000.
'THE BLOOD OF THE MINER'
Under bankruptcy law, if companies cannot negotiate
compromises with unions, they can seek court permission to
impose cuts unilaterally. But the companies must show that the
cuts are crucial to survival, and that a good-faith effort has
been made to achieve them cooperatively.
Patriot has offered to cease pension contributions and
convert healthcare to a voluntary employees' beneficiary
association, or VEBA, funded by $15 million in up-front cash and
$300 million in profit-sharing contributions. The union would
receive a 35 percent equity stake in post-bankruptcy Patriot,
which it could sell to help fund the VEBA.
Benefits for about 13,000 retired workers and their
dependents are at stake.
During cross-examination on Monday, a union lawyer asked
Gary Robertson, part of Patriot's in-house legal team, to
estimate a dollar value for the proposed 35 percent stake, but
Robertson said the question would more appropriate for Patriot's
financial advisers.
Employees' claims in bankruptcy are subordinate to secured
debt like loans and bonds, meaning worker benefits are often the
first place bankrupt companies look for cost savings.
This is especially pertinent in the coal industry, where
benefits for generations of retirees are shouldered by an
ever-shrinking workforce.
Fred Perillo, a lawyer for the union, cited the risk of an
underfunded VEBA that could leave employees "staring into the
abyss."
"The cost of coal must bear the blood of the miner," Perillo
said, an allusion to former British Prime Minister David Lloyd
George.
Perillo said generations of union workers have made
concessions on wages and other items in exchange for the promise
of lifetime healthcare and pension benefits.
Moskowitz, Patriot's counsel, said the union wanted to take
control of the company, having proposed a counteroffer to own a
57 percent stake in Patriot.
PEABODY'S ROLE
Both the union and Patriot have tried to shift some of the
burden to former parent Peabody Energy Co, which created
Patriot in a 2007 spinoff.
In a separate lawsuit that was heard but not decided on
Monday, Patriot is seeking a declaration that liability for the
benefits rests with Peabody, not Patriot.
In a similar lawsuit in a federal court in West Virginia,
the union has advanced the same argument, accusing Peabody of
burdening Patriot with its heaviest legacy liabilities,
effectively ridding itself of labor costs while setting Patriot
up to fail. The union says Peabody should fund retiree benefits
if Patriot is unable to do so.
The union's argument is rooted in a decades-old practice by
the UMWA of compromising on wages and other factors to protect
pension and retiree healthcare. Under language in various
industry contracts, union workers contend they are guaranteed
cradle-to-grave coverage.
Peabody has tried to stay out of the fray, insisting that it
has no legal obligation to foot the bill for the union's
benefits.
In a statement, Peabody spokesman Vic Svec said Patriot was
"highly successful" following the spinoff and had "significant
assets" that helped its market value "quadruple in less than a
year."
"Peabody has lived up to its obligations and continues to do
so," Svec said.
Inside the courtroom, about half of the 60 seats were
occupied by miners and their families, many wearing t-shirts
saying "Peabody promised, Patriot lied."
Patriot will continue to call witnesses on Tuesday and
Wednesday. The union is expected to argue its case and call its
own set of witnesses.
In one minor victory for Patriot, Judge Kathy Surratt-States
ruled on Monday that the union's pension and healthcare funds
could not intervene in the case, giving credence to Patriot's
argument that the funds, which are aligned with the union, would
effectively give the union two chances when cross-examining
witnesses.
Patriot Chief Executive Bennett Hatfield is slated to take
the stand on Wednesday, and the hearing is expected to run
through Friday.
Patriot also has several thousand non-union employees, with
whom it reached new, consensual labor terms last week.
The bankruptcy is In Re Patriot Coal Corp, U.S. Bankruptcy
Court, Eastern District of Missouri, No. 12-51502.
You said:
Thanks. It said - "Patriot also has several thousand
non-union employees, with whom it reached new,
consensual labor terms last week.
I and the union folks would sure like to know
the terms of that compromise agreement.
UPDATE 1-Patriot, coal miners square off over benefits
Mon Apr 29, 2013 3:25pm EDT
By Tim Bross and Nick Brown
ST. LOUIS/NEW YORK, April 29 (Reuters) - Arguments got under
way on Monday over the fate of healthcare and pension benefits
for unionized Patriot Coal Corp workers, as thousands
of miners rallied against massive cuts proposed by the company.
The morning began with Patriot's contention that Peabody
Energy Corp, its former parent, is still on the hook for
the liabilities that Patriot assumed when it was spun off from
Peabody in 2007.
In an afternoon session, Patriot was expected to begin
arguments supporting its proposal to cease pension contributions
and convert healthcare funding to a voluntary employees'
beneficiary association, or VEBA.
Patriot filed for bankruptcy in July 2012, and has said it
must cut $150 million in annual employee obligations to regain
profitability. It argued on Monday that Peabody, which is still
profitable, should foot the bill for the roughly 13,000 current
and retired union workers and their dependents.
Judge Kathy Surratt-States, of U.S. bankruptcy court in St.
Louis, said she would not rule on that question today.
"What Peabody is doing is wrong, just plan wrong," Jonathan
Martin, an attorney for Patriot, told the court.
Peabody in a statement said it lived up to its obligations
when it spun off Patriot. "This is a matter between the union
and Patriot Coal," the company said
On Monday afternoon, arguments were expected to turn to the
substance of Patriot's proposed cuts, and whether they are
necessary for the company's survival.
Patriot has offered to cease pension contributions and
convert healthcare to a VEBA funded by $15 million in up-front
cash and $300 million in profit-sharing contributions. The union
would receive a 35 percent equity stake in post-bankruptcy
Patriot, which it could sell to help fund the VEBA.
Under bankruptcy law, if companies cannot negotiate
compromises with unions, they can seek court permission to
impose cuts unilaterally. But the companies must show that the
cuts are crucial to survival and that a good-faith effort has
been made to achieve them cooperatively.
The United Mine Workers of America have called the cuts
"nowhere near" fair. The union has also argued that Peabody
should shoulder the cost if Patriot cannot, filing a separate
lawsuit on that issue in a West Virginia federal court.
The union on Monday rallied in St. Louis, home to Patriot,
attracting about 6,000 people, most of them mine workers, union
spokesman Phil Smith told Reuters. That's more than the 4,000 or
so protesters the union was expecting, Smith said.
Inside the courtroom, about half of the 60 seats were
occupied by miners and their families, many wearing t-Shirts
saying "Peabody promised."
Because employees' claims in bankruptcy are subordinate to
secured debt like loans and bonds, worker benefits are often the
first place bankrupt companies look for cost savings.
This is especially pertinent in the coal industry, where
benefits for generations of retirees are shouldered by an
ever-shrinking workforce.
Patriot is expected to call witnesses, with the union then
beginning a rebuttal with its own set of witnesses. The process
could go all week.
Peabody, which retained profitable coal mines throughout the
United States and Australia after the spinoff, loaded Patriot up
with pension and benefit liabilities for retirees when it spun
off Patriot, many of whom retired before the spinoff and never
worked for Patriot.
In its statement, Peabody said Patriot was "highly
successful" following the spinoff and had "significant assets"
that helped its market value "quadruple in less than a year."
Led by Cecil Roberts, the union has staged protests in New
York, Appalachia and St. Louis since Patriot declared bankruptcy
in July.
Patriot also has several thousand non-union employees, with
whom it reached new, consensual labor terms last week.
The bankruptcy is In Re Patriot Coal Corp, U.S. Bankruptcy
Court, Eastern District of Missouri, No. 12-51502.
This is a good example of what will happen (not saying it will) to the Union if they do NOT compromise and Patriot Coal is forced into LIQUIDATION:
Twinkies Return, Hostess Unions Won't
By ABC NEWS | Good Morning America – 5 hours ago
The bankrupt assets of Hostess Brands, Inc., the company responsible for Twinkies, Ho Ho's, Sno Balls and Ding Dongs, are being put back to work by a buyout firm. What's not being put back to work are the former Hostess unionized employees.
The unionized workers had been on strike when the company folded late last year.
The company had imposed a contract that would cut its 19,000 workers' wages — 15,000 of whom belonged to the workers from the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union (BCTGM) — by 8 percent. (The Teamsters was Hostess' largest union, followed by BCTGM.) The contract would have also cut benefits by 27 to 32 percent.
Hostess filed for Chapter 11 in January 2012. In November 2012, the company announced it would be shutting its doors for good. By that time, it had lost about $1.1 billion, largely due to bankruptcy filings.
But last month Apollo Global Management, LLC, and Metropoulos & Co., which owns Pabst Blue Ribbon and Vlasic pickles, bought the 83-year-old company for $410 million, renaming it Hostess Brands LLC. It is planning to re-open four bakeries over the next two and a half months, in Columbus, Ga.; Emporia, Kan.; Schiller Park, Ill.; and Indianapolis. It is also contemplating a fifth in Los Angeles.
According to a report in the Wall Street Journal, C. Dean Metropoulos, the company's chief executive, said that between now and September, he plans to inject $60 million in capital investments into the plants, and hopes to hire at least 1,500 workers.
But those workers won't be unionized.
"It appears that they are discharging the union contract in bankruptcy," said Matthew A. Kaufman, a labor attorney in Los Angeles who is not affiliated with the case.
While Metropoulos did not respond to interview requests from ABC News, he told the Journal that he does "not expect to be involved in the union going forward."
A spokesman for the Teamsters declined to comment. But in a November 2012 statement the Teamsters noted that the "BCTGM's leaders are putting Teamster members in a horrible position – asking them to support a strike that will put them out of a job when they haven't even asked all their members to go on strike."
A spokeswoman for the BCTGM did not return phone calls to ABC News. In a March statement, BTCGM president David Durkee said, "We share the enthusiasm, energy and passions exhibited by new ownership, and believe our highly-motivated and skilled workforce will serve as indispensable partners in the seamless re-opening of factories," he said.
But, according to the Journal, Metropoulos and his son, Daren, felt confident that they would be able to hire non-union employees near the new plants.
"We're trying to find the most qualified people in these local markets to come work for the company," Daren Metropoulos told the Journal.
Patriot Coal bankruptcy case starts Monday
By JIM SALTER, Associated Press
Updated 1:33 pm, Friday, April 26, 2013
ST. LOUIS (AP) — The United Mine Workers of America union is promising to have thousands of miners and their supporters rallying in St. Louis next week as Patriot Coal Corp.'s bankruptcy hearing goes to court.
St. Louis-based Patriot filed for Chapter 11 bankruptcy in July. The case is scheduled to begin Monday in U.S. Bankruptcy Court in St. Louis and last about a week.
Patriot was spun off from another St. Louis coal company, Peabody Energy Corp., in 2007. Initially profitable, Patriot hit hard times in recent years, the company citing exceptionally soft coal markets, rising costs and "unsustainable legacy liabilities" tied to the spinoff.
As part of its reorganization plan, Patriot seeks drastic cuts in health care benefits to retirees.
Union leaders say Patriot was set up to fail in a deliberate plan to end benefit obligations to retirees. Patriot and Peabody officials deny that claim.
The union has staged several previous rallies, including some in St. Louis, where protesters sat in the street in front of Peabody's corporate headquarters and were arrested in peaceful demonstrations.United Mine Workers of America President Cecil Roberts said the Monday rally will be the largest so far, with perhaps 3,000 protesters who will march the five blocks to the federal courthouse, site of the bankruptcy hearing.
"When the bankruptcy court begins hearings on Monday about Patriot's demand for drastic, unnecessary cuts in the standard of living for active and retired miners — they're going to hear from us," Roberts said in a statement.
Messages seeking comment from Patriot on Friday were not immediately returned.
Patriot claims its retiree health liability has ballooned to $1.6 billion. Last month, it proposed creating a trust with a maximum of $300 million from future profit-sharing to fund some level of those benefits, with Patriot making an initial contribution of $15 million.
Patriot CEO Bennett Hatfield has called the moves "necessary for the survival of Patriot and the preservation of more than 4,000 jobs."
Read more: http://www.timesunion.com/business/article/Patriot-Coal-bankruptcy-case-starts-Monday-4466419.php#ixzz2Ratqg3xB
Debtor exclusivity period to file a plan extended to and including September 2, 2013, and solicit acceptance to November 1, 2013, granted. eom
Patriot Coal bankruptcy case starts Monday
Published: April 26, 2013
The Associated Press
ST. LOUIS — The United Mine Workers of America union is promising to have thousands of miners and their supporters rallying in St. Louis next week as Patriot Coal Corp.'s bankruptcy hearing goes to court.
St. Louis-based Patriot filed for Chapter 11 bankruptcy in July. The case is scheduled to begin Monday in U.S. Bankruptcy Court in St. Louis
Patriot was spun off from another St. Louis coal company, Peabody Energy Corp., in 2007. Initially profitable, Patriot hit hard times in recent years. It blames exceptionally soft coal markets, rising costs and legacy liabilities tied to the spinoff.
Patriot is seeking drastic cuts in retiree health care benefits.
Union leaders say Patriot was set up to fail in a deliberate plan to end retiree benefit obligations. Patriot and Peabody officials deny that claim.
Read more here: http://www.kentucky.com/2013/04/26/2616293/patriot-coal-bankruptcy-case-starts.html#storylink=cpy
WEEK AHEAD: Patriot Coal, Union to Battle Over Concessions
Published April 26, 2013
Dow Jones Newswires
The St. Louis bankruptcy court next week will host a trial over whether Patriot Coal Corp. (PCXCQ) can impose wage and benefit concessions upon its unionized miners and retirees.
Beginning Monday, Patriot will argue for the right to shed obligations it says are unsustainable and may keep it from successfully reorganizing.
"Unfortunately, Patriot simply does not have the financial resources to support its current benefit levels and will not survive without substantial changes across its cost structure," the company said in court papers.
The United Mine Workers Association, whose members plan to gather outside bankruptcy court Monday to protest the looming cuts, will argue against concessions it calls "harsh and radical."
According to the union, Patriot's proposal unfairly forces its members, especially retirees "broken by a lifetime of working in the mines," to bear the brunt of the pain in the coal-mining company's reorganization.
The coal-mining company is specifically proposing to terminate its retirees' current benefits at the start of next year. A trust would be created to administer their benefits, funded by up to $300 million in future profit-sharing contributions and royalty payments tied to mine production.
Patriot also sweetened its offer to include 35% of its new stock, which the union could sell at any time and use the proceeds to boost the trust's funding levels.
With regard to its 1,600-plus current union workers, Patriot would implement new labor terms that incorporate such concessions as reduced overtime, the loss of several holidays and reductions in planned wage increases and vacation time.
Patriot, which mines for coal in West Virginia and Kentucky, sought Chapter 11 protection last July.
-Kristin Jones in New York contributed to this article.
Write to Jacqueline Palank at jacqueline.palank@dowjones.com
Subscribe to WSJ: http://online.wsj.com?mod=djnwires
Copyright © 2013 Dow Jones Newswires
Read more: http://www.foxbusiness.com/news/2013/04/26/week-ahead-patriot-coal-union-to-battle-over-concessions/#ixzz2RaQWEj4k