(1) |
As described in the International Coal Group, Inc. (the "Company") Registration Statement on Form S-4 (File No. 333-126156), on November 18, 2005, the Company completed a corporate reorganization and the acquisition of Anker Group, Inc. ("Anker") and CoalQuest Development LLC ("CoalQuest"). On November 18, 2005, the Company issued 6,760,091 shares of common stock into escrow for the benefit of WLR Recovery Fund II, L.P. and the Company issued 7,475,347 shares of common stock into escrow for the benefit of WLR Recovery Fund L.P., in each case reflecting the maximum number of shares issuable in connection with the Anker and CoalQuest acquisitions. Upon consummation of the Company's public offering on December 12, 2005, the number of shares were adjusted upon the final determination of the total number of shares issuable in the Anker and Coal Quest acquisitions based on the public offering price. As a result of the adjustment, WLR Recovery Fund II, L.P. received a total of 5,460,470 shares and WLR Recovery Fund L.P. received a total of 5,689,693 shares. WLR Recovery Fund II, L.P. held 9,804,172 shares of common stock prior to the Anker and CoalQuest acquisitions. |
(2) |
Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC and the managing member of each of WLR Recovery Associates LLC and WLR Recovery Associates II LLC. WLR Recovery Associates LLC is the general partner, and WL Ross & Co. LLC is the investment manager, of WLR Recovery Fund L.P. Similarly, WLR Recovery Associates II LLC is the general partner, and WL Ross & Co. LLC is the investment manager, of WLR Recovery Fund II, L.P. Accordingly, WL Ross & Co., LLC, WLR Recovery Associates LLC, WLR Recovery Associates II LLC, and Wilbur L. Ross, Jr. can be deemed to share voting and dispositive power over the shares held directly by WLR Recovery Fund L.P. and WLR Recovery Fund II, L.P.To the extent Mr. Ross is deemed to beneficially own these share as a result of his position as principal of WL Ross & Co. LLC, Mr. Ross disclaims beneficial ownership of these shares. |