DESCRIPTION OF CAPITAL STOCK
The following description of our common stock, Rights Agreement, Series A Preferred Stock (as defined below), preferred stock, certificate of
incorporation and bylaws are summaries thereof and are qualified by reference to our certificate of incorporation, bylaws and to the Rights Agreement, copies of which are incorporated by reference as exhibits to the registration statement of which
this prospectus is a part.
Our authorized capital stock consists of 140,000,000 shares of common stock, par value $0.01 per share,
of which 53,875,409 shares were issued and 51,653,568 shares were outstanding as of September 28, 2022, and 10,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are outstanding. 140,000 shares of preferred stock
have been designated as Series A Junior Participating Preferred Stock (the Series A Preferred Stock). Our shares of common stock are listed on the New York Stock Exchange under the symbol HCC.
Common Stock
Holders of shares of our
common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of the shares voting for the election of
our board of directors are able to elect all the directors to be elected at that time, and, in such event, the holders of the remaining shares are unable to elect any directors to be elected at that time. Other than as discussed below under
Rights Agreement, our certificate of incorporation does not provide stockholders any preemptive rights to acquire or subscribe for any stock, obligation, warrant or other securities of ours. Holders of shares of our common stock
have no redemption or conversion rights nor are they entitled to the benefits of any sinking fund provisions.
In the event of our
liquidation, dissolution or winding up, holders of shares of our common stock will be entitled to receive, pro rata, all the remaining assets of the Company available for distribution to our stockholders after payment of our debts and after there
shall have been paid to or set aside for the holders of our capital stock ranking senior to common stock in respect of rights upon liquidation, dissolution or winding up the full preferential amounts to which they are respectively entitled.
Holders of record of shares of our common stock are entitled to receive dividends when and if declared by our board of directors out of any
assets legally available for such dividends, subject to both the rights of all outstanding shares of capital stock ranking senior to the common stock in respect of dividends and to any dividend restrictions contained in debt agreements. All
outstanding shares of our common stock and any shares sold pursuant to this prospectus will be fully paid and non-assessable.
Rights Agreement
The Rights. On
February 14, 2020, the Company entered into a net operating loss carryforwards rights plan with Computershare Trust Company, N.A., as rights agent, which was amended on March 4, 2022 (as so amended, the Rights Agreement). In
connection therewith, the Company issued a right with respect to each share of common stock outstanding on February 28, 2020 (the Record Date). The rights initially trade with, and are inseparable from, the common stock. New rights
will accompany any new shares of common stock issued after the Record Date until the earlier of the Distribution Date (as defined below), the redemption date or the expiration date of the rights, as described below. Prior to exercise, a right does
not give its holder any dividend, voting or liquidation rights.
Exercise Price. Each right will allow its registered holder to
purchase from the Company one one-thousandth of a share of Series A Preferred Stock, for $56.00, subject to adjustment under certain circumstances (the Purchase Price), once the rights become
exercisable.
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