UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

Date of Report (Date of earliest event reported): March 1831, 2016

Walter Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-13711		13-3429953
(State or other jurisdiction of incorporation)		Commission File No.		(I.R.S. Employer Identification No.)

3000 Riverchase Galleria, Suite 1700

Birmingham, Alabama 35244

(205) 745-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

As previously disclosed, on July 15, 2015, Walter Energy, Inc., a Delaware corporation (“Walter Energy” or the “Company”), and certain of the Company’s wholly owned domestic subsidiaries (collectively with the Company, the "“Debtors"”), filed voluntary petitions under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Bankruptcy Court”). The Company’s Chapter 11 cases (the “Chapter 11 Cases”) are being administered under the caption In re Walter Energy, Inc., et al., Case No. 15-02741-TOM11.

OnAs ~~March~~also previously disclosed, on November 185, ~~2016~~2015, the ~~Debtors~~Company, ~~filed~~together ~~their~~with ~~monthly~~certain ~~bankruptcy~~subsidiaries, ~~administrator~~entered ~~form~~into ~~for~~a ~~the~~stalking ~~period~~horse ~~ended~~asset ~~February 29,~~purchase ~~2016~~agreement (the “~~Monthly~~Asset ~~Bankruptcy~~Purchase ~~Administrator Form~~Agreement”) with ~~the~~Warrior ~~Bankruptcy~~Met ~~Court.~~Coal, ~~The~~LLC ~~Monthly~~(formerly ~~Bankruptcy~~known ~~Administrator~~as ~~Form~~Coal isAcquisition ~~attached~~LLC) ~~hereto~~(the as“Buyer”), ~~Exhibit~~a ~~99.1~~Delaware ~~and~~limited isliability ~~incorporated~~company ~~herein~~formed by ~~reference.~~members ~~This~~of ~~current~~the ~~report~~Company’s ~~(including~~senior ~~the~~lender ~~exhibit~~group, ~~hereto~~pursuant orto ~~any~~which, ~~information~~among ~~included~~other ~~therein)~~things, ~~shall~~the ~~not~~Buyer beagreed ~~deemed~~to anacquire ~~admission~~substantially asall toof the ~~materiality~~Company’s Alabama assets (the “Subject Assets”) for aggregate consideration of ~~any~~approximately ~~information~~$5.4 ~~required~~million in cash (subject to becertain ~~disclosed~~adjustments), ~~solely~~a bycredit ~~reason~~bid of ~~Regulation~~first FDlien obligations in an aggregate amount of approximately $1.15 billion, as adjusted, and the assumption of certain liabilities (the “Asset Sale”).

~~Any~~On financial information included in the Monthly Bankruptcy Administrator Form (the “financial information”) was not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The financial information does not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States. The Company’s independent accountants have not examinedMarch 31, ~~compiled or otherwise applied procedures to the financial information and~~2016, ~~accordingly,~~immediately doprior ~~not express an opinion or any other form of assurance with respect~~ to the ~~financial~~closing ~~information. The inclusion~~ of the ~~financial~~Asset ~~information~~Sale, ~~herein should not be regarded as an indication that~~ the Company orand ~~their affiliates or representatives consider~~ the ~~financial~~Buyer ~~information~~entered tointo bean aamended ~~reliable~~and ~~prediction~~restated ofasset ~~future~~purchase ~~events~~agreement, ~~and~~incorporating ~~the~~prior ~~financial~~amendments ~~information should not be relied upon as such. Neither the Company nor any of their affiliates or representatives has made or makes any representation~~ to ~~any person regarding~~ the ~~ultimate~~asset ~~outcome~~purchase ofagreement ~~the Company’s restructuring compared to the financial information,~~ and ~~none~~providing offor ~~them~~certain ~~undertakes~~changes ~~any obligation~~ to ~~publicly update~~ the ~~projections~~terms toof ~~reflect circumstances existing after~~ the ~~date~~Asset ~~when~~Sale ~~the~~as ~~financial~~agreed ~~information was made or~~ to ~~reflect~~by the ~~occurrence of future events~~parties, ~~even~~a incopy ~~the event that any or all~~ of ~~the~~which ~~assumptions~~is ~~underlying~~attached ~~the~~hereto ~~financial~~as ~~information~~Exhibit 2.1 ~~are~~and ~~shown~~is toincorporated beherein inby ~~error~~reference.

~~The information contained in this~~ Item 72.01 ~~shall~~Completion ~~not be deemed to be “filed” for purposes~~ of ~~Section~~Acquisition ~~18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~Disposition ~~subject to the liabilities~~ of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filingAssets.

~~Financial~~The closing of the Asset Sale occurred on March 31, 2016. The Asset Sale was conducted pursuant to the provisions of Sections 105, 363, and ~~Operating~~365 ~~Data~~of the Bankruptcy Code.

~~The~~Following ~~Company cautions investors and potential investors not to place undue reliance upon~~ the ~~information~~consummation ~~contained~~of in the ~~Monthly~~Asset ~~Bankruptcy Administrator Form~~Sale, ~~which was not prepared for~~ the ~~purpose of providing the basis for an investment decision relating to any of the securities of the~~ Company. ~~The Company cannot predict what the ultimate value of any of its securities may be~~ and ~~it remains too early to determine whether holders of any such securities will receive any distribution in~~ the other Debtors’ ~~reorganization.~~have ~~In particular, in most cases under Chapter 11 of the Bankruptcy Code, holders of equity securities receive little or~~ no ~~recovery~~further ofmaterial ~~value~~business ~~from their investment~~operations. The ~~Monthly~~Debtors ~~Bankruptcy~~are ~~Administrator~~evaluating ~~Form~~their isoptions ~~limited in scope, covers a limited time period and has been prepared solely for the purpose of complying~~ with ~~the~~respect monthly reporting requirements of the Office of the United States Trustee of the Northern District of Alabama and the Bankruptcy Court. The Monthly Bankruptcy Administrator Form was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to ~~future~~wind ~~adjustment~~down ~~and reconciliation. The Monthly Bankruptcy Administrator Form does not include all~~ of ~~the~~their ~~information~~remaining ~~and footnotes required by GAAP~~assets. Therefore, the Monthly Bankruptcy Administrator Form does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Bankruptcy Administrator Form is complete. The Monthly Bankruptcy Administrator Form also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Bankruptcy Administrator Form should not be viewed as indicative of future results.

~~Cautionary~~Item ~~Note~~5.02 ~~Regarding~~Departure ~~Forward-Looking~~of ~~Statements~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

~~This~~On Current Report and its related exhibits contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intentMarch 24, ~~beliefs~~2016, ~~plans or expectations of Walter Energy or its management at~~ the ~~time~~Board of ~~this~~Directors ~~release,~~increased ~~as well as any estimates or projections for~~ the ~~outcome~~size of ~~events that have not yet occurred at~~ the ~~time~~board offrom ~~this~~eight ~~release. All~~directors statements other than statements of historical fact are forward-looking statements. Forward-looking statements include expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will” and similar terms and expressions. All forward-looking statements made by Walter Energy are predictions and not guarantees of future performance and are subject to ~~various~~nine ~~risks,~~directors ~~uncertainties~~ and ~~factors~~appointed ~~relating~~William to Walter Energy’s operations and business environment, and the progress of its Chapter 11 bankruptcy proceedings, all of which are difficult to predict and many of which are beyond Walter Energy’s control, which could cause Walter Energy’s actual results to differ materially from those matters expressed in or implied by these forward-looking statementsG. ~~Such~~ ~~factors~~Harvey ~~include,~~as ~~but~~a ~~are~~director ~~not limited~~ to: ~~those~~fill ~~described under~~ the ~~“Risk Factors” section and elsewhere in Walter Energy’s most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”)~~vacancy, ~~including~~effective ~~its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which are available on Walter Energy’s website at www~~immediately.~~walterenergy.com~~ Also ~~and~~ on ~~the SEC’s website at www.sec.gov; unfavorable economic~~March 24, ~~financial and business conditions; risks and uncertainties relating to the bankruptcy filing by Walter Energy~~2016, ~~including, but not limited to, (i) Walter Energy’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to~~ the ~~Bankruptcy~~Board ~~Court in the Chapter 11 Cases, (ii) the ability~~ of ~~Walter~~Directors ~~Energy~~appointed ~~and~~Mr. Harvey its subsidiaries to consummate a section 363 sale, (iii) the effects of Walter Energy’s bankruptcy filing on Walter Energy and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 Cases as ~~well the outcome of all other pending litigation and the outcome of the Chapter 11 Cases in general~~President, ~~(v) the length of time that Walter Energy will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings~~Secretary, ~~(vi) risks associated with third party motions in the Chapter 11 Cases~~Treasurer, ~~which~~Chief ~~may~~Financial ~~interfere~~Officer ~~with Walter Energy’s ability to confirm~~ and ~~consummate~~Executive aVice ~~section~~President ~~363~~effective ~~sale,~~as ~~(vii) the potential adverse effects~~ of the ~~Chapter~~closing ~~11 Cases on Walter Energy’s liquidity or results~~ of operations, and (viii) increased advisory costs to execute a section 363 sale, and other risks and uncertainties. Forward-looking statements made by Walter Energy in this release, or elsewhere, speak only as of the ~~date~~Asset ~~on which the statements were made~~Sale. New risks and uncertainties arise from time to time, and it is impossible for Walter Energy to predict these events or how they may affect it or its anticipated results. Walter Energy does not undertake any obligation to publicly update or review any forward-looking statements except as may be required by law, whether as a result of new information, future developments or otherwise. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statements made in this release may not occur and should not place undue reliance on any forward-looking statements.

Walter Energy cautions that the trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. The consummation of a section 363 sale would result in Walter Energy’s outstanding common stock losing substantial value, and the holders of Walter Energy’s common stock are currently contemplated not to receive any distribution or other favorable treatment within the Chapter 11 Cases. Accordingly, Walter Energy’s future performance and financial results may differ materially and/or adversely from those expressed or implied in any forward-looking statements made by Walter Energy in this Current Report and its related exhibits.2

~~Item~~Immediately 9following the closing of the Asset Sale, each of the directors other than Mr.01 Harvey ~~Financial~~resigned ~~Statements~~from the board, including Messrs. Michael T. Tokarz, Jerry W. Kolb, Patrick A. Kriegshauser, Joseph B. Leonard, Bernard G. Rethore, Walter J. Scheller, III, and ~~Exhibits~~A.J. Wagner and Ms. Mary R. “Nina” Henderson, in each case, effective immediately.

~~(d) Exhibits~~In addition, on March 31, 2016, effective upon the closing of the Asset Sale, each of the Company’s officers, other than Mr. Harvey, resigned from all positions with the Debtors, including: Messrs. Walter J. Scheller, III, the Company’s Chief Executive Officer; Richard A. Donnelly, the President of Jim Walter Resources, Inc.; Earl H. Doppelt, the Company’s Executive Vice President, General Counsel and Secretary; Michael T. Madden, the Company’s Senior Vice President and Chief Commercial Officer; and Brian M. Chopin, the Company’s Chief Accounting Officer and Corporate Controller.

Exhibit No.		Exhibit Description
99.1		Monthly Bankruptcy Administrator Form for the period ended February 29, 2016, filed with the United States Bankruptcy Court for the Northern District of Alabama.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

~~SIGNATURES~~Effective upon the closing of the Asset Sale, on March 31, 2016, the Board of Directors of the Company amended the By-Laws of the Company to require a minimum of one director serving on the board, as opposed to five directors as previously provided.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

	WALTER ENERGY, INC.
Date: March 18, 2016	By:	/s/ Earl H. Doppelt
		Earl H. Doppelt, Executive Vice President,
		General Counsel and Secretary

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Exhibit Description

2.1		Amended and Restated Asset Purchase Agreement, by and among Warrior Met Coal, LLC (f/k/a Coal Acquisition LLC), and Walter Energy, Inc. and its debtor subsidiaries, as sellers, dated March 31, 2016

99.1		Press Release, dated March 31, 2016

Exhibit No.		Exhibit Description
99.1		Monthly Bankruptcy Administrator Form for the period ended February 29, 2016, filed with the United States Bankruptcy Court for the Northern District of Alabama.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2016

WALTER ENERGY, INC.


By:	/s/ William G. Harvey
	Name:	William G. Harvey
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibit Description

2.1		Amended and Restated Asset Purchase Agreement, by and among Warrior Met Coal, LLC (f/k/a Coal Acquisition LLC), and Walter Energy, Inc. and its debtor subsidiaries, as sellers, dated March 31, 2016

99.1		Press Release, dated March 31, 2016

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