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Assets of Coal Mining Services Business

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Listing Information


Assets of Coal Mining Services Business

Price: Not Specified

Other Item Info
Item #: txsbke_426264
Created: 01/22/2019
Category: Business Property > All Assets or Going Concerns > Mining
Sale Location: Houston, Texas
Sale Date: Tue. Feb 19, 2019
Seller Info
Oliver Zeltner
Debtor's Attorney
901 Lakeside Ave.
Cleveland, OH 44114
Bankruptcy Info
Case #: 4:18-bk-35672
Case Title: Westmoreland Coal Company
Court: Texas Southern Bankruptcy Court
Chapter: 11
View Case Docket

See More Documents


Sale of Kemmerer Mine and substantially all of related assets owned by WMLP Seller Westmoreland Kemmerer, LLC (a wholly-owned subsidiary of WMLP) and Westmoreland Kemmerer Fee Coal Holdings, LLC (collectively, the "Kemmerer Assets"), which includes:

  • All right, title and interest in and to the Owned Real Property;
  • All right, title and interest in and to the Leases and the Leased Real Property (collectively, the “Purchased Leased Real Property”)
  • All equipment, fixed assets and tangible assets (including all mobile mining equipment and components thereof), in each case that are owned and used or held for use primarily in the conduct of the Business by Sellers, whether situated on the Purchased Real Property or elsewhere, and all of Sellers’ rights under warranties, indemnities, licenses and all similar rights against third parties with respect to the equipment, fixed assets and tangible assets referenced in this clause (iii) (to the extent such rights are assignable at no cost, expense or penalty to Sellers or their Affiliates, or at Purchaser’s election if Purchaser agrees to pay for such cost, expense or penalty), but excluding the Specifically Excluded Assets (collectively, the “Equipment and Fixed Assets”);
  • All coal inventory located on (or, to the extent in the possession of Sellers at the Closing, mined or extracted from) the Purchased Real Property or all coal in transit, together with all parts and supplies (collectively, the “Purchased Inventory”);
  • All right, title and interest of Sellers now or hereafter existing, in, to and under the Contracts listed on Schedule 2.1(b)(v) that are unexpired as of the Closing Date and that have not been rejected (or are the subject of a notice of rejection or a pending rejection motion) by any Seller (as such schedule may be modified pursuant to Section 2.6) collectively, the “Purchased Contracts”), in each case as each such Contract may have been amended or otherwise modified prior to the date of (or as permitted in accordance with the terms of) this Agreement;
  • The Permits and the Licenses set forth on Schedule 2.1(b)(vi) and all other Permits and Licenses held by any Seller and exclusively related to the Business (collectively, the “Transferred Permits/Licenses”);
  • All rights of Sellers to use haul roads, utility easements and other rights of way and easements used or held for use in the operation of the Business;
  • All warranties, guarantees and similar rights related to the Purchased Assets, including warranties and guarantees made by suppliers, manufacturers and contractors under the Purchased Assets, and claims against suppliers and other third parties in connection with the Purchased Contracts;
  • All insurance proceeds, reserves, benefits or claims of any Seller or its Subsidiaries under the insurance policies maintained by Sellers for the benefit of the Purchased Assets and Business, to the extent relating to the Assumed Liabilities, the Purchased Assets or the Business;
  • All goodwill directly associated with the Purchased Assets;
  • All Documents (other than those described in Section 2.2(h));
  • All rights, claims, causes of action and credits owned by any Seller to the extent relating to any Purchased Asset or Assumed Liability, including (A) any such item arising under any guarantee, warranty, indemnity, right of recovery, right of set-off or similar right in favor of such Seller in respect of any Purchased Asset or Assumed Liability, (B) any causes of action arising under chapter 5 of the Bankruptcy Code, relating to the Purchased Assets that are against or otherwise involving any counterparty to any Purchased Contract, other than rights of setoff and recoupment and other defenses to any claim (as defined in the Bankruptcy Code) asserted against any Seller in the Bankruptcy Case;
  • All insurance proceeds or other awards for damage to the Purchased Assets;
  • All Intellectual Property rights relating primarily to the Business;
  • All Pre-Paid Expenses associated with the Purchased Assets; and
  • All accounts receivable (whether billed or unbilled), rebates, notes, chattel paper, and negotiable instruments of Sellers primarily related to the Business (the “Purchased Receivables”).

Sale Location

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717 Texas Avenue, Suite 3300
Houston, TX, 77002-2712

Additional Details

  1. Auction Time: 9:00 a.m.
  2. Sale Hearing Held on February 28, 2019
  3. Bid Deposit: $2,500,000
  4. Bid Deadline: February 15, 2019
  5. Last date to respond: February 21, 2019

Other Information

Terms and Conditions:

See Attached.

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