Thursday, August 03, 2006
James River Coal Company (JRCC) is a coal company that mines, processes and sells regular coal (the kind used for energy). Back in February of this year, the company was issued an ultimatum by Pirate Capital (an activist hedge fund), who threatened to start a proxy war if the Board of Directors didn't comply with their demands to put the company up for sale or reform. In their 13D filing with the SEC on February 10th, Pirate Capital argued that the company's management were inexperienced and illequiped to run the company. Perhaps more importantly, Pirate insisted that the company was grossly undervalued:
"Pirate Capital has had significant discussions with investment
bankers and is highly confident that there are a number of strategic buyers
that would be interested in purchasing the Company at a substantial premium
to the current stock price.  We have been advised that such a strategic
transaction could provide existing James River investors an opportunity to
participate in the upside of a more diversified operator with a stronger
balance sheet and just as importantly, a deeper and stronger management team
better positioned to derive value from James River's assets."
And keep in mind this was written in February when JRCC sat in the $40s! At the end of their letter to the Board, they stated:
"Should the Board fail to meet Pirate Capital's demands, it is our
intention to provide the requisite advance notice to the Company of our
intention to solicit proxies to elect a slate of directors to gain control
of the Board at the Company's next annual meeting."
Well, it turns out that the board did fail to meet the demands, and Pirate released an intention to solicit proxies on July 5th through another 13D filing which provided a "Shareholder Notice of Intent to Nominate Persons for Election as Directors and to Move Certain Business" along with a "Demand for Right to Inspect Books" which would give Pirate Capital shareholder information that the need to solicit a proxy vote to institute four of their own directors. This potential hostile takeover is set to take place at the company's next annual meeting, which will be set after the company has completed analyzing Pirate Capital's proposals and intentions.

This is a great stock to keep an eye on - If a hostile takeover does successfully take place, Pirate Capital will have four of their own board appointees and will likely try and sell the company. This should result in a substancial premium over the current price, especially given Pirate Capital's average acquisition prices. Here are the filings for Pirate Capital and James River Coal Company (JRCC).