Davis Polk & Wardwell is advising J.P. Morgan Securities Inc. as financial adviser to Cleveland-Cliffs on its $10 billion acquisition of Alpha Natural Resources. Under the terms of the agreement, Alpha stockholders will receive 0.95 Cleveland-Cliffs common shares and $22.23 in cash for each share of Alpha stock. The combined company will be renamed Cliffs Natural Resources. The transaction, which is expected to close by the end of 2008, is subject to shareholder approval, customary closing conditions and regulatory approvals.

Based in Cleveland, Ohio, Cleveland-Cliffs is an international mining company, the largest producer of iron ore pellets in North America and a major supplier of metallurgical coal to the global steelmaking industry. Abingdon, Virginia-based Alpha Natural Resources is a leading supplier of high-quality Appalachian coal to the steel industry, electric utilities and other industries.

The Davis Polk corporate team includes partner George R. Bason Jr. and associate William J. Chudd, both of the New York office.