Warrior Met Coal Launches Proposed $350 Million Offering of Senior Secured Notes
November 18 2021 - 4:01PM
Business Wire
Warrior Met Coal, Inc. (NYSE: HCC) (“Warrior” or the “Company”)
today announced that it proposes to offer, subject to market
conditions and other factors, $350 million in aggregate principal
amount of senior secured notes due 2028 (the “Notes”) in a private
offering that is exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”). 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
Warrior’s Asset-Based Revolving Credit Agreement Facility as in
effect on the issuance date of the Notes (the “ABL Facility”).
The Notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under 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 proposed transactions described above, including the proposed
offering of the Notes and the 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/20211118006305/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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