WARRIOR MET COAL, INC. (Form: 8-A12B, Received: 02/15/2020 00:20:57)

Warrior Met Coal, Inc.

Date: February 14, 2020

/s/Dale W. Boyles

Dale W. Boyles

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

WARRIOR MET COAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		81-0706839
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered
Preferred Stock Purchase Rights		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: (if applicable): Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act: None

Item 1.

Description of Registrant’s Securities to be Registered.

The Board of Directors (the “Board”) of Warrior Met Coal, Inc., a Delaware corporation (the “Company”), declared a dividend payable to stockholders of record on February 28, 2020 (the “Record Date”) of one right (a “Right”) per each outstanding share of common stock, par value $0.01 per share (“Common Stock”) to purchase one one-thousandth (subject to adjustment) of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share of the Company (“Preferred Stock”) at a price of $31.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”) upon exercise of the Right (subject to adjustment). In connection therewith, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of February 14, 2020, with Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). The dividend is payable on February 28, 2020 to the stockholders of record on that date.

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated herein by reference to the description set forth under Items 1.01, 3.03 and 5.03 of the Current Report on Form 8-K filed on February 14, 2020 by the registrant and is qualified in its entirety by reference to the full text of the Rights Agreement.

Item 2.

Exhibits.

The documents listed below are filed as exhibits to this Registration Statement.


Exhibit No.		Exhibit Description

3.1		Certificate of Designations of Series A Junior Participating Preferred Stock of Warrior Met Coal, Inc., as filed with the Secretary of State of the State of Delaware on February 14, 2020 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on February 14, 2020).

4.1		Rights Agreement, dated as of February 14, 2020 between Warrior Met Coal, Inc. and Computershare Trust Company, N.A., as rights agent (including the form of Certificate of Designations of Series A Junior Participating Preferred Stock attached thereto as Exhibit A, the form of Right Certificate attached thereto as Exhibit B and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibit C) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on February 14, 2020).

4.2		Form of Right Certificate (incorporated by reference to Exhibit B of the Rights Agreement filed as Exhibit 4.1 of the Company’s Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on February 14, 2020).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.