WARRIOR MET COAL, INC. : conclusion of a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or of an obligation under an off-balance sheet arrangement of a declarant, financial statements and exhibits (form 8-K)
Item 1.01 Conclusion of a Material Definitive Agreement.
As part of the previously announced offer, the
The Notes will bear interest at a rate of 7.875% per annum from
Any time before
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the direct and indirect domestic restricted subsidiaries wholly owned by the Company which are borrowers or guarantors under the Second Amended Credit Agreement. and Company Update (as defined below). The Notes and related collateral are, subject to exceptions and permitted privileges, secured by (i) senior collateral in the senior collateral for the Notes (as defined in the Indenture), which includes, between other, certain significant real estate held, shares of the capital stock of the guarantors, intellectual property, collateral as it has been extracted (to the extent that it does not constitute an inventory) and certain fixed assets of the company and of the guarantors, which assets also secure the amended and updated second credit agreement on a second priority and (ii) the second collateral in the ABL priority guarantee (as defined in the trust deed), which includes, among other things, certain accounts receivable, inventory and cash of the Company and the guarantors, which assets also secure the amended and updated Second Credit Agreement on a first priority basis.
The deed contains restrictive covenants limiting the ability of the Company and any guarantor to, among other things, (i) contract or guarantee additional debt; (ii) pay dividends or distributions on, redeem or repurchase share capital and prepay subordinated debt; (iii) make investments; (iv) consume certain sales of assets; (v) transact with affiliates; (vi) grant or assume privileges; and (vii) consolidate, merge or transfer all or substantially all of the assets of the Company. These commitments are subject to a number of important exceptions and reservations.
The Deed contains customary events of default including, but not limited to, (i) failure to make required payments; (ii) non-compliance with certain obligations, commitments or agreements; (iii) the non-payment of certain other debts; (iv) the occurrence of certain bankruptcy and insolvency events; (v) the non-payment of certain judgments and (vi) certain guarantees of, or privileges on the pledge, the Notes cease to be in force or enforceable. An event of default under the Deed will allow the Trustee or holders of at least 30% of the total principal amount of the Notes to cause the principal, premium, if any, and accrued but unpaid interest to be on all Notes accelerate or, in some cases, will automatically result in the acceleration of the amounts due under the Notes.
The foregoing description of the Deed does not purport to be complete and is qualified in its entirety by reference to the full text of the Deed, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Amended and Restated Second Asset-Based Revolving Credit Agreement
Section 1.02 Termination of a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet disposition of a registrant.
The information in Section 1.01 above is incorporated by reference into this Section 2.03.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit No. Exhibit Description 4.1 Indenture, dated as of
December 6, 2021, by and among Warrior Met Coal, Inc., the Subsidiary Guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee and as priority lien collateral agent 10.1 Second Amended and Restated Asset-Based Revolving Credit Agreement, dated as of December 6, 2021, by and among Warrior Met Coal, Inc.and certain of its subsidiaries, as borrower, the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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