WARRIOR MET COAL, INC. (Form: 8-K, Received: 03/06/2018 16:13:40)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 6, 2018 (March 1, 2018)

WARRIOR MET COAL, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-38061	81-0706839
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S Employer Identification No.)

16243 Highway 216
Brookwood, Alabama		35444
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (205) 554-6150

Not Applicable

(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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Notes Offering

In connection with the previously announced offering, on March 1, 2018, Warrior Met Coal, Inc., a Delaware corporation (the “Company”), issued $125.0 million in aggregate principal amount of its 8.00% senior secured notes due 2024 (the “New Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act (“Regulation S”). The New Notes were issued at 103.00% of the aggregate principal amount thereof, plus accrued interest from November 2, 2017. The New Notes were issued as “Additional Notes” under the indenture dated as of November 2, 2017 (the “Original Indenture”) among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”) and priority lien collateral trustee (the “Priority Lien Collateral Trustee”), as supplemented by the First Supplemental Indenture, dated as of March 1, 2018 (the “First Supplemental Indenture” and, the Original Indenture as supplemented thereby, the “Indenture”). The New Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The New Notes and the $350.0 million in aggregate principal amount of the Company’s existing 8.00% Senior Secured Notes due 2024 (the “Existing Notes” and, together with the New Notes, the “Notes”), which were issued under the Original Indenture on November 2, 2017, rank pari passu in right of payment and constitute a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions, offers to purchase and collateral matters, and are fungible (except that the New Notes issued pursuant to Regulation S will trade separately under different CUSIP/ISIN numbers until 40 days after the issue date, but thereafter any such holders may transfer their New Notes pursuant to Regulation S into the same CUSIP/ISIN numbers as the Existing Notes issued pursuant to Regulation S).

The New Notes will accrue interest at a rate of 8.00% per year from November 2, 2017. Interest on the New Notes will be payable on May 1 and November 1 of each year, commencing on May 1, 2018. The New Notes will mature on November 1, 2024.

The Company intends to use the net proceeds of the offering of the New Notes, together with cash on hand accumulated prior to the declaration of any special cash dividend, to pay one or more such dividends of up to $350.0 million in the aggregate to all of its stockholders on a pro rata basis. As a result of the successful completion of the Consent Solicitation (as defined below), the Company anticipates declaring such special cash dividend or dividends on or prior to May 15, 2018.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the First Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Consent Solicitation

On March 2, 2018, the Company reported the results of its previously announced solicitation of consents (the “Consent Solicitation”) from holders of the Existing Notes. The Company solicited consents from the holders of Existing Notes outstanding as of the record date of February 23, 2018 in order to amend (the “Proposed Amendment”) the limitation on restricted payments covenant in the Original Indenture to allow the Company to make dividend or distribution payments to its equity holders that are declared on or prior to May 15, 2018, in an amount not to exceed $350.0 million without having to comply with the “Restricted Payment Offer” requirements of the Indenture, provided that the Company (A) can satisfy the leverage ratio requirement applicable to the existing unlimited restricted payment “basket” in the Indenture and (B) does not fund such dividend or distribution payments with the proceeds of contemporaneous borrowings under the Company’s asset-based revolving credit facility, and subject to other terms and conditions described in the consent solicitation statement, dated as of February 26, 2018. The Consent Solicitation expired at 5:00 p.m., New York City time, on March 2, 2018 (the “Expiration Date”).

D.F. King & Co., Inc., the information, tabulation and paying agent for the Consent Solicitation (“D.F. King”), advised the Company that it had received the consent of holders of approximately $347.3 million in principal amount of the outstanding Existing Notes on or prior to the Expiration Date (the “Existing Holder Consents”). The Consent Solicitation was made concurrently with, and was conditioned upon, among other things, the closing of the offering of the New Notes. Purchasers of the New Notes were deemed to consent to the Proposed Amendment. Such deemed consents, together with the Existing Holder Consents, were sufficient to effect the Proposed Amendment.

As a result of receiving the requisite consents required under the Indenture, on March 2, 2018, the Company, the Trustee and the Priority Lien Collateral Trustee executed a supplemental indenture (the “Second Supplemental Indenture”) to give effect to the Proposed Amendment, which binds all holders of the Notes. The Second Supplemental Indenture became effective immediately upon execution, and became operative upon the payment by the Company of an aggregate cash payment equal to $10.00 per $1,000 in principal amount of Existing Notes for which consents were validly delivered and not revoked on or before the Expiration Date (the “Consent Fee”). On March 5, 2018, the Company paid the aggregate Consent Fee of approximately $3.5 million to D.F. King on behalf of the holders who delivered Existing Holder Consents and the Proposed Amendment became operative at such time. No consideration was paid to the purchasers of the New Notes for their consents to the Proposed Amendment.

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference. Reference is also made to the Company’s press release announcing the results of the Consent Solicitation issued on March 2, 2018, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Notes Offering” in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Exhibit Description

4.1		First Supplemental Indenture, dated as of March 1, 2018, among Warrior Met Coal, Inc., the Subsidiary Guarantors party thereto and Wilmington Trust, National Association, as trustee and as priority lien collateral trustee.

4.2		Second Supplemental Indenture, dated as of March 2, 2018, among Warrior Met Coal, Inc. and Wilmington Trust, National Association, as trustee and as priority lien collateral trustee.

99.1		Press release, dated March 2, 2018.

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.


		Warrior Met Coal, Inc.



Date: March 6, 2018	By:	/s/ Dale W. Boyles
		Dale W. Boyles
		Chief Financial Officer

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of March 1, 2018, among WARRIOR MET COAL, INC., a Delaware corporation (the “ Issuer ”), the Subsidiary Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as trustee under the indenture referred to below (the “ Trustee ”) and not in its individual capacity but solely in its capacity as priority lien collateral trustee (the “ Priority Lien Collateral Trustee ”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Subsidiary Guarantors, the Trustee and the Priority Lien Collateral Trustee have heretofore executed an indenture, dated as of November 2, 2017 (the “ Indenture ”), providing for the issuance of (a) $350,000,000 in aggregate principal amount of the Issuer’s 8.00% Senior Secured Notes due 2024 on November 2, 2017 (the “ Initial Notes ”) and (b) any Additional Notes (as defined in the Indenture) that may be issued from time to time after November 2, 2017 (collectively, the “ Notes ”);

WHEREAS, the Issuer is issuing on the date hereof $125,000,000 aggregate principal amount of Additional Notes as permitted by Section 2.01 of the Indenture (the “ New Notes ”);

WHEREAS, Section 2.01 of the Indenture provides that the Issuer may, from time to time and in accordance therewith, issue Additional Notes under the Indenture, provided that certain terms of the Additional Notes are (a) established in or pursuant to a resolution of the Board of Directors of the Issuer (the “ Board ”) and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental to the Indenture;

WHEREAS, the Board has established certain terms of the New Notes pursuant to resolutions of the Board, a copy of which has been certified by the Secretary or Assistant Secretary of the Issuer and delivered to the Trustee;

WHEREAS, the Issuer is permitted to Incur the New Notes as Indebtedness under Section 4.03 of the Indenture and the New Notes are being issued in compliance with the other applicable provisions of the Indenture;

WHEREAS, consistent with the treatment of the Initial Notes and the related Subsidiary Guarantees of the Initial Notes, the New Notes and the related Subsidiary Guarantees of the New Notes will be designated as Priority Lien Debt in accordance with the definition thereof in the Indenture;

WHEREAS, the Issuer and the Subsidiary Guarantors desire and have requested the Trustee and the Priority Lien Collateral Trustee to enter into this Supplemental Indenture to evidence the issuance of the New Notes;

WHEREAS, pursuant to Sections 9.01(a)(xi) and (xii) of the Indenture, in order to make changes to the Indenture to provide for, and to effect the provisions of Section 2.01 of the Indenture with respect to, the issuance of the New Notes as Additional Notes, the Issuer, the Subsidiary Guarantors, the Trustee and the Priority Lien Collateral Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any holders of the Initial Notes; and

WHEREAS, the Issuer has delivered to the Trustee (i) an Officer’s Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee stating that, in the opinion of the signers, this Supplemental Indenture is authorized or permitted by the Indenture and that this Supplemental Indenture is the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions of the Indenture, (ii) pursuant to Section 2.03, an authentication order and (iii) a copy of the resolution of the Board, certified by the Secretary or Assistant Secretary of the Issuer, authorizing the execution of this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the Trustee and the Priority Lien Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “ herein ,” “ hereof ” and “ hereby ” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Amount of New Notes . The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental Indenture on March 1, 2018, is $125,000,000. The Initial Notes and the New Notes shall be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

3. Terms of New Notes : The New Notes are to be issued as Additional Notes under the Indenture and shall:

(a)

have identical terms and conditions to the Initial Notes (including that interest on the New Notes shall accrue from November 2, 2017) except that the New Notes shall (i) be issued on March 1, 2018, (ii) be issued at an offering price of 103.000% of the principal amount plus accrued interest from November 2, 2017 and (iii) have the CUSIP and ISIN numbers for Regulation S Notes as set forth in clause (c) below;

(b)

be issuable in whole in the form of one or more Global Notes to be held by the Depository that are substantially in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Indenture; and

(c)

bear, in the case of New Notes sold under Rule 144A of the Securities Act, the CUSIP number of 93627C AA9 and the ISIN number of US93627CAA99 (which CUSIP and ISIN numbers are identical to the CUSIP and ISIN numbers for the Initial Notes sold under Rule 144A of the Securities Act), and, in the case of New Notes sold under Regulation S of the Securities Act, the CUSIP number of U93537 AB1 and ISIN of USU93537AB15.

5. Guarantees . Each Subsidiary Guarantor hereby confirms and agrees that the “Guaranteed Obligations” as defined in the Indenture, including the Issuer’s Obligations under the New Notes, are guaranteed by each such Subsidiary Guarantor.

6. Collateral . Each Subsidiary Guarantor hereby confirms and agrees that, for purposes of Section 13.01(a) of the Indenture, the Guaranteed Obligations of the Subsidiary Guarantors to the Trustee or the Priority Lien Collateral Trustee under the Indenture, the Notes and the Security Documents, including the Guaranteed Obligations with respect to the Additional Notes, are secured as provided in the Indenture and in the Security Documents.

7. Notices . All notices or other communications to the Issuer shall be given as provided in Section 14.02 of the Indenture.

8. Ratification of Indenture; Supplemental Indentures Part of Indenture . By its signature below, the Issuer hereby authorizes and instructs the Trustee and the Priority Lien Collateral Trustee to execute and deliver this Supplemental Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

9. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10. Trustee and Priority Lien Collateral Trustee Make No Representation . The Trustee and the Priority Lien Collateral Trustee make no representation as to the validity or sufficiency of this Supplemental Indenture. Furthermore, the Trustee and the Priority Lien Collateral Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.

11. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

12. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

13. Severability . If and to the extent that any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, or any proposed amendment to the Indenture shall be held not to have been properly approved by all necessary holders of Notes as required under the Indenture, the validity, legality, enforceability and approval of the remaining provisions shall not in any way be affected or impaired thereby, to the extent permitted by applicable law.

[ Remainder of page intentionally left blank. ]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.


WARRIOR MET COAL, INC.

By:		/s/ Dale W. Boyles
		Name: Dale W. Boyles
		Title: Chief Financial Officer

WARRIOR MET COAL INTERMEDIATE HOLDCO, LLC
By: Warrior Met Coal, Inc., its sole member and manager

By:		/s/ Dale W. Boyles
		Name: Dale W. Boyles
		Title: Chief Financial Officer

WARRIOR MET COAL GAS, LLC
WARRIOR MET COAL MINING, LLC
WARRIOR MET COAL TRI, LLC
WARRIOR MET COAL BCE, LLC
WARRIOR MET COAL LAND, LLC
WARRIOR MET COAL WV, LLC
WARRIOR MET COAL LA, LLC

By:		/s/ Dale W. Boyles
		Name: Dale W. Boyles
		Title: Chief Financial Officer

[Signature Page to First Supplemental Indenture]


WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee and Priority Lien Collateral Trustee

By:		/s/ Jane Y. Schweiger
		Name: Jane Y. Schweiger
		Title: Vice President

[Signature Page to First Supplemental Indenture]

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of March 2, 2018, among WARRIOR MET COAL, INC., a Delaware corporation (the “ Issuer ”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity as trustee under the indenture referred to below (the “ Trustee ”) and not in its individual capacity but solely in its capacity as priority lien collateral trustee (the “ Priority Lien Collateral Trustee ”).

W I T N E S S E T H :

WHEREAS, the Issuer, the Subsidiary Guarantors, the Trustee and the Priority Lien Collateral Trustee have heretofore executed an indenture, dated as of November 2, 2017 (the “ Original Indenture ”), as supplemented by the First Supplemental Indenture, dated as of March 1, 2018 (the “ First Supplemental Indenture ,” and together with the Original Indenture, the “ Indenture ”), providing for the issuance of the Issuer’s 8.00% Senior Secured Notes due 2024;

WHEREAS, (a) on November 2, 2017 an aggregate principal amount of $350,000,000 of Notes were initially issued (the “ Initial Notes ”), (b) $125,000,000 in aggregate principal amount of Additional Notes under the Indenture (the “ New Notes ” together with the Initial Notes, the “Notes”) were issued on March 1, 2018 in connection with execution of the First Supplemental Indenture, and (c) $475,000,000 in aggregate principal amount of Notes is outstanding on the date hereof;

WHEREAS, (a) the Issuer has solicited consents to effect the proposed amendment to be effected by this Supplemental Indenture (the “ Proposed Amendment ”) from the holders of the Initial Notes upon the terms and subject to the conditions set forth in its consent solicitation statement, dated February 26, 2018 (the “ Consent Solicitation Statement ”), and the related consent letter, and (b) the purchasers of the New Notes, were deemed to have consented and therefore have consented to the Proposed Amendments by virtue of their purchases of the New Notes and acknowledged that they do not have any right to the Consent Fee (as defined in the Consent Solicitation Statement), all as provided in the Issuer’s preliminary offering circular and final offering circular, each dated February 26, 2018, relating to the offering of the New Notes;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Issuer, the Trustee and the Priority Lien Collateral Trustee may amend the Indenture with the consent of the holders of at least a majority in principal amount of the Notes outstanding (calculated in accordance with Section 14.06 of the Indenture) as of the date hereof (the “ Requisite Consents ”);

WHEREAS, the Issuer is undertaking to execute and deliver this Supplemental Indenture to amend the Restricted Payments (as defined in the Indenture) covenant in the Indenture as set forth in the Consent Solicitation Statement and Section 2 below;

WHEREAS, the Issuer has obtained the Requisite Consents to effect the Proposed Amendment to the Indenture from the holders of at least a majority in principal amount of the Notes outstanding (calculated in accordance with Section 14.06 of the Indenture) as of the date hereof; and

WHEREAS, the Issuer has delivered to the Trustee: (i) an Officer’s Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee stating, among other things, that, in the opinion of the signers, this Supplemental Indenture is authorized or permitted by the Indenture and that this Supplemental Indenture is the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions of the Indenture; (ii) a copy of the resolution of the Board of Directors of the Issuer, certified by the Secretary or Assistant Secretary of the Issuer, authorizing the execution of this Supplemental Indenture; and (iii) evidence that the Issuer has received the Requisite Consents.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Trustee and the Priority Lien Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

2. Amendments to the Indenture . Sections 4.04(b) and 4.04(c) of the Indenture are amended as follows:

(a) to add the following new clause (xxi) to Section 4.04(b):

(xxi) Restricted Payments declared on or prior to May 15, 2018 (and the subsequent payment thereof), in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (xxi) not to exceed $350.0 million; provided that Restricted Payments may be made pursuant to this clause (xxi) so long as, (A) immediately after giving effect to such Restricted Payment, the Total Indebtedness Leverage Ratio for the most recently ended four fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding such Restricted Payment is not greater than 1.50 to 1.00 on a pro forma basis, and (B) the Issuer does not fund such Restricted Payment with the proceeds of contemporaneous borrowings under the ABL Credit Facilities;

(b) to delete the “and” at the end of Section 4.04(b)(xix);

(d) to amend the proviso immediately following new Section 4.04(b)(xxi) as follows (with ~~strikethrough~~ text indicating deletions and bold and underlined text indicating additions):

provided, however , that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi)(B), (vii), (viii), (x) , ~~and~~ (xx) and (xxi) of this Section 4.04(b), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided, further, that any Restricted Payments made with property other than cash shall be calculated using the Fair Market Value (as determined in good faith by the Issuer) of such property; and

(e) to amend the last sentence of Section 4.04(c) as follows (with bold and underlined text indicating additions):

In the event that a Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) is divided, classified or reclassified under clause (xx) or clause (xxi) above or clause (26) of the definition of Permitted Investments (such clauses, the “Incurrence Clauses”), the determination of the amount of such Restricted Payment or Permitted Investment that may be made pursuant to the Incurrence Clauses shall be made without giving pro forma effect to any substantially concurrent Incurrence of Indebtedness to finance any other Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) divided, classified or reclassified under any of the above clauses or the definitions thereof other than an Incurrence Clause.

3. Notices . All notices or other communications to the Issuer shall be given as provided in Section 14.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture . By its signature below, the Issuer hereby authorizes and instructs the Trustee and the Priority Lien Collateral Trustee to execute and deliver this Supplemental Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Trustee and Priority Lien Collateral Trustee Make No Representation . The Trustee and the Priority Lien Collateral Trustee make no representation as to the validity or sufficiency of this Supplemental Indenture. Furthermore, the Trustee and the Priority Lien Collateral Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer.

7. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.

9. Severability . If and to the extent that any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, or any proposed amendment to the Indenture shall be held not to have been properly approved by all necessary holders of Notes as required under the Indenture, the validity, legality, enforceability and approval of the remaining provisions shall not in any way be affected or impaired thereby, to the extent permitted by applicable law.

10. Effectiveness . The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing, the provisions of this Supplemental Indenture shall become operative only upon the Issuer’s delivery to the Paying Agent (as defined in the Consent Solicitation Statement) of funds sufficient for the Paying Agent to pay each Consent Fee (as defined in the Consent Solicitation Statement) payable thereunder. The Issuer shall notify the Trustee by e-mail, confirming such delivery of funds to the Paying Agent has occurred. The Issuer hereby authorizes and directs the Trustee to act upon such notification by the Issuer in accordance with Section 14.02 of the Indenture.

[ Remainder of page intentionally left blank. ]

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.


WARRIOR MET COAL, INC.

By:		/s/ Dale W. Boyles
		Name: Dale W. Boyles
		Title: Chief Financial Officer

[Signature Page to Second Supplemental Indenture]


WILMINGTON TRUST, NATIONAL ASSOCIATION , not in its individual capacity, but solely as Trustee and Priority Lien Collateral Trustee

By:		/s/ Jane Y. Schweiger
		Name: Jane Y. Schweiger
		Title: Vice President

[Signature Page to Second Supplemental Indenture]

Exhibit 99.1

LOGO

Warrior Met Coal Announces Receipt of Requisite Consents in its Consent Solicitation Relating to its 8.00% Senior Secured Notes due 2024

BROOKWOOD, AL — March 2, 2018 — Warrior Met Coal, Inc. (NYSE:HCC) (“Warrior” or the “Company”) received the requisite consents in its previously announced consent solicitation (the “Consent Solicitation”) with respect to its 8.00% Senior Secured Notes due 2024 (the “Notes”). The Company solicited the consent (“Consents”) of the holders of $350.0 million aggregate principal amount of Notes (the “Existing Notes”) outstanding as of the record date of February 23, 2018 to amend (the “Proposed Amendment”) the limitation on the restricted payments covenant in the indenture governing the Notes, dated as of November 2, 2017 (as supplemented by the First Supplemental Indenture, dated as of March 1, 2018, the “Indenture”) to allow the Company to make dividend or distribution payments to its equity holders that are declared on or prior to May 15, 2018, in an amount not to exceed $350.0 million without having to comply with the “Restricted Payment Offer” requirements of the Indenture, provided that the Company (A) can satisfy the leverage ratio requirement applicable to the existing unlimited restricted payment “basket” in the Indenture and (B) does not fund such dividend or distribution payments with the proceeds of contemporaneous borrowings under the Company’s asset-based revolving credit facility, and subject to other terms and conditions described in the consent solicitation statement, dated as of February 26, 2018.

The Consent Solicitation expired at 5:00 p.m., New York City time, on March 2, 2018 (the “Expiration Date”).

The Consent Solicitation was made concurrently with, and was conditioned upon, among other things, the consummation of the previously announced offering (the “Offering”) of an additional $125.0 million in aggregate principal amount of new 8.00% Senior Secured Notes due 2024 (the “New Notes”). The New Notes were issued at the closing of the Offering on March 1, 2018. By participating in the Offering, the purchasers of the New Notes were deemed to consent to the Proposed Amendment. Such deemed consents, together with the Consents received in the Consent Solicitation, were sufficient to effect the Proposed Amendment.

Accordingly, the Company entered into a supplemental indenture on March 2, 2018 to effect the Proposed Amendment (the “Second Supplemental Indenture”), which will bind all holders of the Notes. Pursuant to the terms of the Second Supplemental Indenture, it became effective immediately upon execution, but the Proposed Amendment will become operative only upon the payment by the Company of an aggregate cash payment equal to $10.00 per $1,000 in principal amount of Existing Notes for which Consents were validly delivered and not revoked on or before the Expiration Date. The Company expects to make such payment on March 5, 2018. No consideration was, or will be, paid to the purchasers of the New Notes for their consents to the Proposed Amendment.

This press release is not a solicitation of Consents with respect to any Notes and does not set forth all of the terms and conditions of the Consent Solicitation.

Any inquiries regarding the Consent Solicitation may be directed to D.F. King & Co., Inc., the Information, Tabulation and Paying Agent for the Consent Solicitation, at (212) 269-5550 (collect) or (800) 341-6292 (toll free), or to the following solicitation agents for the Consent Solicitation: Goldman Sachs & Co. LLC, at (212) 902-6941 (collect) or (800) 828-3182 (toll free) and Credit Suisse Securities (USA) LLC, at (212) 538-1862 (collect) or (800) 820-1653 (toll free).

About Warrior Met Coal

Warrior Met Coal is a large scale, low-cost U.S. based producer and exporter of premium HCC, operating highly efficient longwall operations in its underground mines located in Alabama. The HCC that Warrior produces from the Blue Creek coal seam contains very low sulfur and has strong coking properties and is of a similar quality to coal referred to as the premium HCC produced in Australia. The premium nature of Warrior’s HCC makes it ideally suited as a base feed coal for steel makers and results in price realizations near the Australian LV Index. Warrior sells all of its met coal production to steel producers in Europe, South America and Asia. For more information about Warrior Met Coal, please visit www.warriormetcoal.com .

Contacts

For Investors:

Dale W. Boyles, 205-554-6129

dale.boyles@warriormetcoal.com

For Media:

William Stanhouse, 205-554-6131

william.stanhouse@warriormetcoal.com