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.

Notes offer

As part of the previously announced offer, the December 6, 2021,
Warrior Met Coal, Inc., a Delaware company (the “Company”), issued
$ 350.0 million aggregate principal amount of 7.875% of Senior Secured Notes due 2028 (the “Notes”). The Notes were issued under this Indenture dated December 6, 2021 (the “Trust Deed”) by and among the Company, the direct or indirect wholly-owned subsidiaries of the Company party thereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”) and guarantee agent for the priority lien, to qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and certain non –we people in outside transactions United States in accordance with Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act and may not be offered or sold in United States the lack of registration or an applicable exemption from the registration requirements of the Securities Act. As more fully described in Section 1.02 below, the Company has used the net proceeds of the offering of the Notes, together with the available cash, to fund the redemption of all 8.00% Senior Secured Notes. outstanding of the Company maturing in 2024 (the “Existing Notes”), including the payment of the redemption premium associated with such redemption.

The Notes will bear interest at a rate of 7.875% per annum from December 6, 2021. Interest on the Notes will be payable on June 1 and 1st December of each year, from June 1, 2022. The notes will expire on December 1, 2028.

Any time before December 1, 2024, the Company may redeem the Notes, in whole or in part, at a price equal to 100.00% of the principal amount of the Redeemed Notes plus the Applicable Premium (as defined in the Deed) and accrued and unpaid interest , if applicable, for, but excluding the applicable redemption date. Tickets are redeemable at the Company’s option, in whole or in part, from time to time on or after December 1, 2024, at the redemption prices specified in the trust deed, plus accrued and unpaid interest, if any, up to, but excluding the date of redemption. At any time on or before December 1, 2024, the Company may redeem up to 40% of the total principal amount of the Notes with the proceeds of certain share offerings, at a repurchase price of 107.875% of the principal amount of the Notes, plus accrued and unpaid interest, on if applicable, for but outside the reimbursement date. The Company is also required to make offers to purchase the Notes (i) at a purchase price of 101.00% of the principal amount thereof in the event that it experiences specific types of triggering events. change of control, (ii) at a purchase price of 103.00% of the principal amount thereof before making certain restricted payments, and (iii) at a purchase price of 100.00% of the principal amount thereof in the event that it makes certain sales or dispositions of assets and does not reinvest the net proceeds or use those net proceeds to repay certain debts, in each case plus interest accrued and unpaid, where applicable, up to the date of purchase, but excluding.

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.

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Amended and Restated Second Asset-Based Revolving Credit Agreement

At December 6, 2021, the Company has entered into this second Amended and Restated Revolving Asset-Based Credit Agreement (the “Second Amended and Restated Credit Agreement”), by and between the Company and certain of its subsidiaries, as borrowers, guarantors party thereto, lenders from time to time party thereto and Citibank, NA. as Administrative Agent, which amends and restates in its entirety the Amended and Restated Revolving Asset Based Credit Agreement (the “ABL Facility”). The Amended and Restated Second Credit Agreement, among other things, (i) extends the maturity date of the ABL facility to December 6, 2026; (ii) change the calculation of the interest rate payable on loans to be based on the London Interbank Offered Rate to be based on the guaranteed overnight finance rate, with corresponding changes in interest margins applicable to these borrowings, (iii) modify certain definitions related to the calculation of the borrowing base; (iv) increase the commitments that can be used to issue letters of credit to. . .

Section 1.02 Termination of a Material Definitive Agreement.

At November 18, 2021, the Company has delivered to the holders of its Existing Notes (with a copy to Wilmington Trust, National Association, as trustee (the “Existing Securities Trustee”) for the Existing Securities) a conditional optional full redemption notice, choosing to redeem (the “Redemption”) $ 343,435,000 the total principal amount of the Existing Notes, which represents all the Existing Notes that will be in circulation on the Redemption Date (as defined below). In this regard, the December 6, 2021, the Company has irrevocably deposited or caused to be deposited with the trust funds of the Existing Notes an amount sufficient to repay the whole of the aggregate principal amount outstanding of the Existing Notes in circulation on December 18, 2021 (the “Redemption Date”) at the Redemption Price (expressed as a percentage of the Principal Amount) equal to 102.00% of the Principal Amount, plus accrued and unpaid interest up to, but excluding, the Redemption Date ( the “Refund Payment”). At December 6, 2021, as a result of this deposit of the Redemption Payment and the satisfaction of certain other requirements, the Deed Governing the Existing Notes has been fully fulfilled and released and the collateral securing the Existing Notes has been released. The Existing Bonds, which bore interest at 8.00% per annum, were due to mature on November 1, 2024.

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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