Warrior Met Coal Announces Launch of Concurrent Tender Offers For its 7.875% Senior Secured Notes Due 2028
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
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 Notes validly tendered in the Restricted Payment Offer (and not validly withdrawn) may not be tendered in the Tender Offer, and Notes validly tendered in the Tender Offer (and not validly withdrawn) may not be tendered in the Restricted Payment Offer.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.
Summary of Restricted Payment Offer:
CUSIPs |
Title of Security |
Principal Amount
|
Automatic Pro
|
Maximum Face
|
Restricted
|
|||||
93627C AB7 (144A); U93537 AC9 (Reg S) |
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
(1) For each |
||||||||||
(2) For each |
The Company is making the Restricted Payment Offer pursuant to the indenture governing the Notes (the “Indenture”), which provides that, prior to declaring or making any Restricted Payment (as defined in the Indenture), in reliance on the definition of Cumulative Credit (as defined in the Indenture) or in reliance on the Company’s pro forma Total Indebtedness Leverage Ratio (as defined in the Indenture), the Company shall commence an offer to repurchase an aggregate principal amount of the Notes equal to the amount of such proposed Restricted Payment. The Company is therefore making the Restricted Payment Offer in accordance with the terms of the Indenture prior to declaring or making the Proposed Restricted Payment (as defined below).
Under the Restricted Payment Offer, the Company is offering to repurchase from holders of the Notes (each a “Holder” and, collectively, the “Holders”) their pro rata portion of up to
(1) an automatic pro ration factor of
(2) the remaining balance of the principal amount of the Notes tendered that are not RP Pro-Rated Tendered Notes will not be accepted for payment by the Company and will be returned to the tendering Holder on the RP Repurchase Date.
Upon the terms and subject to the conditions of the Restricted Payment Offer and subject to applicable law, the Company will accept for payment all RP Pro-Rated Tendered Notes validly tendered (and not validly withdrawn) on or prior to the Expiration Date in the Restricted Payment Offer at the Restricted Payment Repurchase Price.
Pursuant to the Indenture, each Holder will have the right to decline the purchase of its pro rata portion of Notes in the Restricted Payment Offer (the aggregate principal amount of such Notes that decline, the “Declined Amounts”). Any Declined Amounts may be retained by the Company and used for any purpose not otherwise prohibited by the Indenture, including the making of Restricted Payments (as defined in the Indenture) with such Declined Amounts, at any time and from time to time, without having to make another offer to repurchase an aggregate principal amount of the Notes equal to the amount of such proposed Restricted Payment.
In no event will the Company repurchase any amount of Notes from any Holder in excess of the RP Pro-Rated Tendered Notes tendered by such Holder. The automatic pro ration factor of
For example, if the principal amount of Notes tendered is
Notes that are tendered in the Restricted Payment Offer may be withdrawn at any time prior to the Expiration Date.
Holders should note that the Tender Offer Repurchase Price is higher than the Restricted Payment Repurchase Price. The procedures for tendering Notes in the Tender Offer and the Restricted Payment Offer are separate. Notes validly tendered (and not validly withdrawn) in the Tender Offer may not be tendered in the Restricted Payment Offer, and Notes validly tendered (and not validly withdrawn) in the Restricted Payment Offer may not be tendered in the Tender Offer. The Restricted Payment Offer is not conditioned upon the Tender Offer and the Tender Offer is not conditioned on the Restricted Payment Offer. The Company may determine, in its sole discretion, to terminate, abandon, fail to consummate, postpone or amend the Tender Offer without terminating, postponing or amending the Restricted Payment Offer.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful, and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale is unlawful. The Restricted Payment Offer is being made only by means of the Restricted Payment Notice and Offer to Purchase (the “Restricted Payment Offer Document”), which contains the complete terms and conditions of the Restricted Payment Offer. The Restricted Payment Offer is subject to the satisfaction or waiver of certain conditions, as set forth in the Restricted Payment Offer Document. Holders should carefully read the Restricted Payment Offer Document before any decision is made with respect to the Restricted Payment Offer.
D.F. King & Co., Inc. has been appointed as the Tender Agent and Information Agent (the “RP Tender Agent”) with respect to the Restricted Payment Offer. Any questions or requests for assistance or copies of the Restricted Payment Offer Documents may be directed to the RP Tender Agent at (212) 269-5550 (collect) or (800) 431-9645 (toll free), or email at hcc@dfking.com. Any beneficial owner owning interests in Notes may contact such beneficial owner’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Restricted Payment Offer. Neither Goldman Sachs & Co. LLC nor any other investment bank has been engaged or will act as dealer manager (or any equivalent role or function) for the Restricted Payment Offer.
No recommendation is made by the Company or the RP Tender Agent as to whether or not Holders should tender their Notes pursuant to the Restricted Payment Offer. Holders must make their own decision as to whether to tender any of their Notes in the Restricted Payment Offer and, if so, the principal amount of Notes to tender.
The Company is making the Restricted Payment Offer so that upon consummation of the Restricted Payment Offer 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
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:
CUSIPs |
Title of Security |
Principal Amount
|
Automatic Pro
|
Maximum Face
|
Tender Offer
|
|||||
93627C AB7 (144A); U93537 AC9 (Reg S) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(1) For each |
||||||||||
(2) For each |
Under the Tender Offer, the Company is offering to repurchase from Holders their pro rata portion of up to
(1) an automatic pro ration factor of
(2) the remaining balance of the principal amount of the Notes tendered that are not TO Pro-Rated Tendered Notes will not be accepted for payment by the Company and will be returned to the tendering Holder on or promptly after the TO Repurchase Date.
Upon the terms and subject to the conditions of the Tender Offer and subject to applicable law, the Company will accept for payment all TO Pro-Rated Tendered Notes validly tendered (and not validly withdrawn) on or prior to the Expiration Date in the Tender Offer at the Tender Offer Repurchase Price.
For example, if the principal amount of Notes tendered is
Notes that are tendered in the Tender Offer may be withdrawn at any time prior to the Expiration Date. The Company reserves the right to terminate, withdraw or amend the Tender Offer at any time, subject to applicable law.
In no event will the Company repurchase any amount of Notes from any Holder in excess of the TO Pro-Rated Tendered Notes tendered by such Holder. The automatic pro ration factor of
Holders should note that the Tender Offer Repurchase Price is higher than the Restricted Payment Repurchase Price. The procedures for tendering Notes in the Tender Offer and the Restricted Payment Offer are separate. Notes validly tendered in the Tender Offer (and not validly withdrawn) may not be tendered in the Restricted Payment Offer, and Notes validly tendered in the Restricted Payment Offer (and not validly withdrawn) may not be tendered in the Tender Offer. The Tender Offer is not conditioned upon the Restricted Payment Offer and the Restricted Payment Offer is not conditioned on the Tender Offer. Subject to applicable law, the Company reserves the right, in its sole discretion, to (a) terminate, postpone or extend the Tender Offer if the Restricted Payment Offer is terminated, abandoned, postponed, extended or amended for any reason and (b) terminate, postpone or amend the Tender Offer without terminating, postponing or amending the Restricted Payment Offer.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful, and does not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale is unlawful. The Tender Offer is being made only by means of the Offer to Purchase (the “Tender Offer Document”) which contains the complete terms and conditions of the Tender Offer. The Tender Offer is subject to the satisfaction or waiver of certain conditions, as set forth in the Tender Offer Document. Holders should carefully read the Tender Offer Document before any decision is made with respect to the Tender Offer.
D.F. King & Co., Inc. has been appointed as the Tender Agent and Information Agent (the “TO Tender Agent”) with respect to the Tender Offer. Any questions or requests for assistance or copies of the Tender Offer Documents may be directed to the TO Tender Agent at (212) 269-5550 (collect) or (800) 431-9645 (toll free), or email at hcc@dfking.com. Any beneficial owner owning interests in Notes may contact such beneficial owner’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer. Goldman Sachs & Co. LLC will act as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman Sachs & Co. LLC at (212) 902-5962 (collect) or (800) 828-3182 (toll free), or email at GS-LM-NYC@gs.com.
No recommendation is made by the Company, the TO Tender Agent or the Dealer Manager as to whether or not Holders should tender their Notes pursuant to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes in the Tender Offer and, if so, the principal amount of Notes to tender.
About Warrior Met Coal
Warrior is a
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of within the meaning of
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230809344943/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
Source: Warrior Met Coal, Inc.