Warrior Met Coal Prices $350 Million Offering of 7.875% Senior Secured Notes
November 19 2021 - 4:46PM
Business Wire
Warrior Met Coal, Inc. (NYSE: HCC) (“Warrior” or the “Company”)
today announced that it has priced its previously announced private
offering of $350 million in aggregate principal amount of 7.875%
senior secured notes due 2028 (the “Notes”). The Notes offering is
expected to close on December 6, 2021, subject to customary closing
conditions and the consummation of the Company’s Second Amended and
Restated Asset-Based Revolving Credit Agreement (the “ABL
Facility”). Warrior expects to use the net proceeds of the offering
of the Notes, together with cash on hand, to fund the redemption of
all of its outstanding 8.00% senior secured notes due 2024 (the
“Existing Notes”), including payment of the redemption premium in
connection with such redemption.
The Notes will be initially guaranteed, jointly and severally,
by each of Warrior’s direct and indirect wholly-owned domestic
restricted subsidiaries that are borrowers or guarantors under the
ABL Facility as in effect on the issuance date of the Notes.
The Notes are being offered and sold to persons reasonably
believed to be 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 outside the United States
pursuant to Regulation S under the Securities Act.
The Notes have not been and will not be registered under the
Securities Act or applicable state securities laws 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 and applicable state laws.
This press release does not constitute a notice of redemption
under the indenture governing the Existing Notes and is neither an
offer to sell nor a solicitation of an offer to buy any of the
Notes or any other securities and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such
offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, 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,” “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 transactions described above, including the offering of the
Notes and the proposed redemption of the Existing Notes, will be
consummated on the terms the Company currently contemplates, if at
all. These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of the
Company’s control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements, including, without limitation, fluctuations or changes
in the pricing or demand for the Company’s coal (or met coal
generally) by the global steel industry; the impact of COVID-19 on
its business and that of its customers, including the risk of a
decline in demand for the Company’s met coal due to the impact of
COVID-19 on steel manufacturers, the inability of the Company to
effectively operate its mines and the resulting decrease in
production, the inability of the Company to ship its products to
customers in the case of a partial or complete shut-down of the
Port of Mobile; federal and state tax legislation; changes in
interpretation or assumptions and/or updated regulatory guidance
regarding the Tax Cuts and Jobs Act of 2017; legislation and
regulations relating to the Clean Air Act and other environmental
initiatives; regulatory requirements associated with federal, state
and local regulatory agencies, and such agencies’ authority to
order temporary or permanent closure of the Company’s mines;
operational, logistical, geological, permit, license, labor and
weather-related factors, including equipment, permitting, site
access, operational risks and new technologies related to mining
and labor strikes or slowdowns; the timing and impact of planned
longwall moves; the Company’s obligations surrounding reclamation
and mine closure; inaccuracies in the Company’s estimates of its
met coal reserves; any projections or estimates regarding Blue
Creek, including the expected returns from this project, if any,
and the ability of Blue Creek to enhance the Company’s portfolio of
assets, the Company’s expectations regarding its future tax rate as
well as its ability to effectively utilize its NOLs to reduce or
eliminate its cash taxes; the Company’s ability to develop Blue
Creek; the Company’s ability to develop or acquire met coal
reserves in an economically feasible manner; significant cost
increases and fluctuations, and delay in the delivery of raw
materials, mining equipment and purchased components; competition
and foreign currency fluctuations; fluctuations in the amount of
cash the Company generates from operations, including cash
necessary to pay any special or quarterly dividend; the Company’s
ability to comply with covenants in its ABL Facility or indenture
relating to its senior secured notes; integration of businesses
that the Company may acquire in the future; adequate liquidity and
the cost, availability and access to capital and financial markets;
failure to obtain or renew surety bonds on acceptable terms, which
could affect the Company’s ability to secure reclamation and coal
lease obligations; costs associated with litigation, including
claims not yet asserted; and other factors described in the
Company’s Form 10-K for the year ended December 31, 2020, Form 10-Q
for the quarter ended September 30, 2021 and other reports filed
from time to time with the Securities and Exchange Commission (the
“SEC”), which could cause the Company’s actual results to differ
materially from those contained in any forward-looking statement.
The Company’s filings with the SEC are available on its website at
www.warriormetcoal.com and 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/20211119005741/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
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