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 Company’s outstanding 7.875%
Senior Secured Notes due 2028 (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 September 7, 2023 (such date and time,
the “Expiration Date”).
Restricted Payment Offer
Results:
As of the Expiration Date, $200,000 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of the Notes were validly tendered and not validly withdrawn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 49.5674% was applied to
the $200,000 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validly tendered and not validly withdrawn in the Restricted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 $99,000 aggregate principal amount of the Notes (the “RP
Pro-Rated Tendered Notes”);
(2) the Company will accept all $99,000 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 $101,000 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 September 8, 2023.
Accordingly, pursuant the terms of the indenture governing the
Notes, the Company will have the ability from time to time in the
future to make one or more restricted payments (the “Proposed
Restricted Payment”) in the form of special dividends to holders of
the Company’s common stock and/or repurchases of the Company’s
common stock in the aggregate amount of up to $299,901,000,
consistent with the terms of the Capital Allocation Policy adopted
by the board of directors of the Company. Any future Proposed
Restricted Payments will be at the discretion of the board of
directors of the Company and subject to a number of factors and
there can be no assurance that the Company will make any Proposed
Restricted Payments in the future.
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, $294,770,000 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 49.5674% was applied to
the $294,770,000 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 $146,002,000
aggregate principal amount of the Notes (the “TO Pro-Rated Tendered
Notes”);
(2) the Company will accept all $146,002,000 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 $148,768,000 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 September 11, 2023.
D.F. King & Co., Inc. acted as the Tender Agent and
Information Agent with respect to the Tender Offer, and Goldman
Sachs & Co. LLC acted as Dealer Manager for the Tender
Offer.
Immediately following the closing of the Offers, approximately
$156,517,000 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 for the Restricted Payment Offer and (ii) the Offer to
Purchase 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 is a U.S.-based, environmentally and socially minded
supplier to the global steel industry. It is dedicated entirely to
mining non-thermal met coal used as a critical component of steel
production by metal manufacturers in Europe, South America and
Asia. Warrior is a large-scale, low-cost producer and exporter of
premium met coal, also known as hard-coking coal (HCC), operating
highly efficient longwall operations in its underground mines based
in Alabama. The HCC that Warrior produces from the Blue Creek coal
seam contains very low sulfur, 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 Platts Index price. For more
information, 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 management’s 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 Offers or that any
restricted payments, whether in the form of special dividends
and/or repurchases of the Company’s common stock, will be
consummated. Information concerning these and other factors can be
found in the Company’s filings with the U.S. Securities and
Exchange Commission (“SEC”), including its Annual Report on Form
10-K for the year ended December 31, 2022, Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 2023 and June
30, 2023 and other reports filed from time to time with the SEC.
The Company’s filings with the SEC are available on the SEC’s
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230908774969/en/
For Investors: Dale W. Boyles, 205-554-6129
dale.boyles@warriormetcoal.com
For Media: D’Andre Wright, 205-554-6131
dandre.wright@warriormetcoal.com
Warrior Met Coal (NYSE:HCC)
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