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 25, 2019
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) |
Registrants 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 8.01 Other Events.
Concurrent Tender Offers Expiration and Results
On March 25, 2019, Warrior Met Coal, Inc. (the Company) issued a press release announcing the expiration and results of its previously announced (i) offer to purchase (the Restricted Payment Offer), in cash, up to $150,000,000 principal amount of the Companys outstanding 8.00% Senior Secured Notes due 2024 (the Notes), upon the terms and subject to the conditions set forth in the Restricted Payment Notice and Offer to Purchase, dated February 21, 2019, and related Letter of Transmittal for Notes, and (ii) cash tender offer (the Tender Offer and, together with the Restricted Payment Offer, the Offers) to purchase up to $150,000,000 principal amount of the Notes upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 21, 2019, and related Letter of Transmittal for Notes. The Offers expired at 5:00 P.M. (New York City time) on March 22, 2019.
A copy of the press release announcing the expiration and results of the Offers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
New Stock Repurchase Program
On March 26, 2019, the Company issued a press release announcing that its board of directors has approved a stock repurchase program that authorizes repurchases of up to an aggregate of $70.0 million of its outstanding common stock.
A copy of the press release announcing the new stock repurchase program is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Exhibit Description |
|
99.1 | Press Release Concurrent Tender Offers Expiration and Results, dated March 25, 2019 | |
99.2 | Press Release New Stock Repurchase Program, dated March 26, 2019 |
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 26, 2019 | By: | /s/ Dale W. Boyles | ||||
Dale W. Boyles | ||||||
Chief Financial Officer |
Exhibit 99.1
Warrior Met Coal Announces Expiration and Results of Concurrent Tender Offers For
its 8.00% Senior Secured Notes Due 2024
BROOKWOOD, AL (March 25, 2019) Warrior Met Coal, Inc. (NYSE:HCC) (Warrior or the Company) today announced the results of (i) its previously announced offer to purchase (the Restricted Payment Offer), in cash, up to $150,000,000 principal amount of the Companys outstanding 8.00% Senior Secured Notes due 2024 (the Notes), at a repurchase price of 103% of the aggregate principal amount of such Notes, plus accrued and unpaid interest with respect to such Notes to, but not including, the date of repurchase (the Restricted Payment Repurchase Price), and (ii) its previously announced concurrent, but separate, cash tender offer (the Tender Offer and, together with the Restricted Payment Offer, the Offers) to purchase up to $150,000,000 principal amount of the Notes at a repurchase price of 104.25% of the aggregate principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of repurchase (the TO Repurchase Price). The Offers expired at 5:00 P.M., New York City time, on March 22, 2019 (such date and time, the Expiration Date).
Restricted Payment Offer Results:
As of the Expiration Date, $1,900,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Restricted Payment Offer. Pursuant to the terms of the Restricted Payment Offer:
(1) an automatic pro ration factor of 31.5789% was applied to the $1,900,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Restricted Payment Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $599,000 aggregate principal amount of the Notes (the RP Pro-Rated Tendered Notes);
(2) the Company will accept all $599,000 aggregate principal amount of the RP Pro-Rated Tendered Notes for payment of the Restricted Payment Repurchase Price in cash; and
(3) the remaining balance of $1,301,000 aggregate principal amount of the Notes tendered that were not RP Pro-Rated Tendered Notes will not be accepted for payment by the Company and will be returned to the tendering holder of the Notes.
The Company expects to make payment for the RP Pro-Rated Tendered Notes on March 25, 2019.
Accordingly, pursuant the terms of the indenture governing the Notes, the Company is permitted in the future to make one or more restricted payments in the form of special dividends to holders of the Companys common stock and/or repurchases of the Companys common stock in the aggregate amount of up to $299,401,000 without having to make another offer to repurchase Notes. Any such restricted payment would be subject to approval by the board of directors of the Company.
D.F. King & Co., Inc. acted as the Tender Agent and Information Agent with respect to the Restricted Payment Offer.
Tender Offer Results:
As of the Expiration Date, $415,099,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer. Pursuant to the terms of the Tender Offer:
(1) an automatic pro ration factor of 31.5789% was applied to the $415,099,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Tender Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $130,966,000 aggregate principal amount of the Notes (the TO Pro-Rated Tendered Notes);
(2) the Company will accept all $130,966,000 aggregate principal amount of the TO Pro-Rated Tendered Notes for payment of the TO Repurchase Price in cash; and
(3) the remaining balance of $284,133,000 aggregate principal amount of the Notes tendered that were not TO Pro-Rated Tendered Notes will not be accepted for payment by the Company and will be returned to the tendering holder of the Notes.
The Company expects to make payment for the TO Pro-Rated Tendered Notes on March 26, 2019.
D.F. King & Co., Inc. acted as the Tender Agent and Information Agent with respect to the Tender Offer, and Goldman, Sachs & Co. acted as Dealer Manager for the Tender Offer.
Immediately following the closing of the Offers, approximately $343,435,000 aggregate principal amount of the Notes will remain outstanding.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell the Notes or any other securities. The Offers were made only through and subject to the terms and conditions set forth in (i) the Restricted Payment Notice and Offer to Purchase and accompanying letter of transmittal for the Restricted Payment Offer and (ii) the Offer to Purchase and accompanying letter of transmittal for the Tender Offer. The Offers were not made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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 Warriors 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 .
Forward Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.
The words believe, expect, anticipate, plan, intend, estimate, project, target, foresee, should, would, could, potential, or other similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements represent managements good faith expectations, projections, guidance or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. Specifically, the Company cannot assure you that the proposed transactions described above, including the successful completion of the Tender Offer or that any restricted payments, whether in the form of special dividends and/or repurchases of the Companys common stock, will be consummated. Information concerning these and other factors
can be found in the Companys filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2018 and other reports filed from time to time with the SEC. The Companys filings with the SEC are available on the SECs website at www.sec.gov.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors.
Contacts
For Investors:
Dale W. Boyles, 205-554-6129
dale.boyles@warriormetcoal.com
For Media:
William Stanhouse, 205-554-6131
william.stanhouse@warriormetcoal.com
Exhibit 99.2
Warrior Met Coal Announces New Stock Repurchase Program
BROOKWOOD, AL March 26, 2019 Warrior Met Coal, Inc. (NYSE:HCC) (Warrior or the Company) previously announced the expiration and results of its Restricted Payment Offer, which was made pursuant to the terms of the Companys indenture (as amended or supplemented, the Indenture) governing the Companys 8.00% Senior Secured Notes due 2024 (the Notes). As a result of the Restricted Payment Offer, the Company is now permitted to make one or more restricted payments in the form of special dividends to holders of the Companys common stock and/or repurchases of the Companys common stock in the aggregate amount of up to $299,401,000 (the Restricted Payment Capacity) without having to make another offer to repurchase Notes. In addition to using the Restricted Payment Capacity to make up to $70.0 million in purchases under the new stock repurchase program described below, the Company intends to accumulate cash and, subject to approval by the Board, pay a special dividend to the holders of its common stock of up to $229,401,000 in the near future.
The Company announced today that its board of directors (the Board) has approved the Companys second stock repurchase program (the New Stock Repurchase Program) that authorizes repurchases of up to an additional $70.0 million in the aggregate of its outstanding common stock. The Company has fully exhausted its previous stock repurchase program of $40.0 million of its outstanding common stock. The New Stock Repurchase Program does not require the Company to repurchase a specific number of shares or have an expiration date and may be suspended or discontinued by the Board at any time without prior notice.
Under the New Stock Repurchase Program, the Company may repurchase shares of its common stock from time to time, in amounts, at prices and at such times as the Company deems appropriate, subject to market and industry conditions, share price, regulatory requirements as determined from time to time by the Company and other considerations. The Companys repurchases may be executed using open market purchases or privately negotiated transactions in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and repurchases may be executed pursuant to Rule 10b5-1 under the Exchange Act. Repurchases will be subject to limitations in the Companys asset-based revolving credit agreement and the Indenture. The Company intends to fund repurchases under the New Stock Repurchase Program from cash on hand and/or other sources of liquidity.
About Warrior Met Coal
Warrior is a large scale, low-cost U.S. based producer and exporter of premium hard coking coal (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 Warriors 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 .
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future are forward-looking statements. The words believe, expect, may, anticipate, plan, intend, estimate, project, target, foresee, should, would, could, potential, or other similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements represent managements good faith expectations, projections, guidance or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. Specifically, the Company cannot assure you that the proposed transactions described above, including the repurchase of shares of common stock under the New Stock Repurchase Program and the approval, declaration and payment of any special dividend will be consummated on the terms the Company currently contemplates, if at all. Information concerning these and other factors can be found in the Companys filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2018 and other reports filed from time to time with the SEC. The Companys filings with the SEC are available on the SECs website at www.sec.gov.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors.
Contacts
For Investors:
Dale W. Boyles, 205-554-6129
dale.boyles@warriormetcoal.com
For Media:
William Stanhouse, 205-554-6131
william.stanhouse@warriormetcoal.com