BROOKWOOD, Ala.--(BUSINESS WIRE)--
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.
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Warrior Met Coal
For Investors:
Dale W. Boyles, 205-554-6129
[email protected]
or
For
Media:
William Stanhouse, 205-554-6131
[email protected]
Source: Warrior Met Coal