Item 1.01.
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On
August 8, 2018, Warrior Met Coal, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with the selling stockholders named therein (the Selling Stockholders) and Morgan
Stanley & Co. LLC, as underwriter (the Underwriter), pursuant to which the Selling Stockholders agreed to sell 2,204,806, shares of common stock, par value $0.01 per share, of the Company, to the Underwriter at a price of $25.40
per share (the Offering). The Offering closed on August 13, 2018. The Company did not receive any of the proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other
customary obligations of the parties and termination provisions. The Company and the Selling Stockholders, in each case severally and not jointly, have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933,
as amended (the Securities Act), or to contribute to payments the Underwriter may be required to make because of any such liabilities.
The Offering was made pursuant to the Companys effective automatic shelf registration statement on Form
S-3
(File
No. 333-224734),
filed with the Securities and Exchange Commission (the SEC) on May 8, 2018, and a prospectus, which consists of a base
prospectus, filed with the SEC May 8, 2018, a preliminary prospectus supplement, filed with the SEC on August 8, 2018, and a final prospectus supplement, filed with the SEC on August 10, 2018.
The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various financial advisory and
investment banking services for the Company, for which they received or will receive customary fees and expenses. Further, the Underwriter and its affiliates are lenders under or provided to the Company services in connection with the Companys
asset-based revolving credit agreement (the ABL Facility). Morgan Stanley Senior Funding, Inc., an affiliate of the Underwriter, serves as a lender under the ABL Facility.
The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of
which is attached as Exhibit 1.1 hereto and incorporated herein by reference.