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Warrior Met Coal, Inc. – Tender Offer - Expiration and Results

Warrior Met Coal Announces Expiration and Results of Concurrent Tender Offers For its 7.875% Senior Secured Notes Due 2028


08 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Businesswire


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"Restricted Payment Offer Results:


As of the Expiration Date, $200,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Restricted Payment Offer. Pursuant to the terms of the Restricted Payment Offer:


(1) an automatic pro ration factor of 49.5674% was applied to the $200,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Restricted Payment Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $99,000 aggregate principal amount of the Notes (the “RP Pro-Rated Tendered Notes”);


(2) the Company will accept all $99,000 aggregate principal amount of the RP Pro-Rated Tendered Notes for payment of the Restricted Payment Repurchase Price in cash; and


(3) the remaining balance of $101,000 aggregate principal amount of the Notes tendered that were not RP Pro-Rated Tendered Notes will not be accepted for payment by the Company and will be returned to the tendering holder of the Notes.


The Company expects to make payment for the RP Pro-Rated Tendered Notes on September 8, 2023.

Accordingly, pursuant the terms of the indenture governing the Notes, the Company will have the ability from time to time in the future to make one or more restricted payments (the “Proposed Restricted Payment”) in the form of special dividends to holders of the Company’s common stock and/or repurchases of the Company’s common stock in the aggregate amount of up to $299,901,000, consistent with the terms of the Capital Allocation Policy adopted by the board of directors of the Company. Any future Proposed Restricted Payments will be at the discretion of the board of directors of the Company and subject to a number of factors and there can be no assurance that the Company will make any Proposed Restricted Payments in the future.


D.F. King & Co., Inc. acted as the Tender Agent and Information Agent with respect to the Restricted Payment Offer.


Tender Offer Results:


As of the Expiration Date, $294,770,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer. Pursuant to the terms of the Tender Offer:


(1) an automatic pro ration factor of 49.5674% was applied to the $294,770,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Tender Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in $146,002,000 aggregate principal amount of the Notes (the “TO Pro-Rated Tendered Notes”);


(2) the Company will accept all $146,002,000 aggregate principal amount of the TO Pro-Rated Tendered Notes for payment of the TO Repurchase Price in cash; and


(3) the remaining balance of $148,768,000 aggregate principal amount of the Notes tendered that were not TO Pro-Rated Tendered Notes will not be accepted for payment by the Company and will be returned to the tendering holder of the Notes.


The Company expects to make payment for the TO Pro-Rated Tendered Notes on September 11, 2023."


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Warrior Met Coal Announces Launch of Concurrent Tender Offers For its 7.875% Senior Secured Notes Due 2028


09 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via SEC


"BROOKWOOD, AL — August 9, 2023 — Warrior Met Coal, Inc. (NYSE:HCC) (“Warrior” or the “Company”) today announced the commencement of its offer to purchase (the “Restricted Payment Offer”), in cash, up to $150,000,000 principal amount of the Company’s outstanding 7.875% Senior Secured Notes due 2028 (the “Notes”), at a repurchase price of 103% of the aggregate principal amount of such Notes, plus accrued and unpaid interest with respect to such Notes to, but not including, the date of repurchase (the “Restricted Payment Repurchase Price”).


Concurrently with, but separate from, the Restricted Payment Offer, the Company announced the commencement of a cash tender offer (the “Tender Offer” and, together with the Restricted Payment Offer, the “Offers”) to purchase up to $150,000,000 principal amount of the Notes at a repurchase price of 104.25% of the aggregate principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of repurchase (the “Tender Offer Repurchase Price”).


The Restricted Payment Offer and Tender Offer are two separate offers. Notes validly tendered in the Restricted Payment Offer (and not validly withdrawn) may not be tendered in the Tender Offer, and Notes validly tendered in the Tender Offer (and not validly withdrawn) may not be tendered in the Restricted Payment Offer.

The Restricted Payment Offer


The Restricted Payment Offer will expire at 5:00 P.M. New York City time, on September 7, 2023 (such date and time, the “Expiration Date”), and the date of repurchase will be September 8, 2023 (the “RP Repurchase Date”).


Summary of Restricted Payment Offer:"


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"The Tender Offer


The Tender Offer will expire at the Expiration Date, and the date of repurchase is expected to be September 11, 2023 (the “TO Repurchase Date”).


Summary of Tender Offer:


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