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EX-99.3 - EX-99.3 - WARRIOR MET COAL, INC.d478338dex993.htm
EX-99.2 - EX-99.2 - WARRIOR MET COAL, INC.d478338dex992.htm
EX-99.1 - EX-99.1 - WARRIOR MET COAL, INC.d478338dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2017

 

 

WARRIOR MET COAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-38061   81-0706839

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

16243 Highway 216

Brookwood, Alabama

    35444
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (205) 554-6150

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 


Item 2.02 Results of Operations and Financial Condition

On October 19, 2017, Warrior Met Coal, Inc. (the “Company”) announced that it has commenced a private offering (the “Proposed Offering”) of $350 million aggregate principal amount of senior secured notes due 2024 (the “Notes”) to be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in accordance with Regulation S under the Securities Act.

The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1 attached hereto, the preliminary estimated unaudited financial and operating results as of and for the three months ended September 30, 2017 that was included in the confidential preliminary offering circular, dated October 19, 2017 (the “Offering Circular”), relating to the Proposed Offering.

The information provided pursuant to this Item 2.02, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act, except as shall be expressly set forth by specific reference in any such filings.

 

Item 7.01 Regulation FD Disclosure

The information provided under Item 2.02 is hereby incorporated by reference into this Item 7.01.

The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.2 attached hereto, certain information from the Offering Circular.

The information provided pursuant to this Item 7.01, including Exhibit 99.2, is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in any such filings.

 

Item 8.01 Other Events

On October 19, 2017, the Company issued a press release announcing that it commenced the Proposed Offering. The Company expects to use the net proceeds of the offering of the Notes, together with cash on hand of approximately $260 million, to pay, during 2017, a special cash dividend of approximately $600 million to all of its stockholders on a pro rata basis.

A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any of the Notes in the Proposed Offering and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Forward-looking statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this Current Report on Form 8-K 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 Current Report on Form 8-K will not be achieved. Specifically, the Company cannot assure you that the Proposed Offering described above, including the payment of the special dividend, will be consummated on the terms the Company currently contemplates, if at all. Information concerning these and other factors can be found in the Company’s filings with the SEC, including its Registration Statement on Form S-1 (File No. 333-216499) and Form 10-Q for the quarterly period ended June 30, 2017 and other reports filed from time to time with the SEC.

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.

 

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1    Section of the Company’s confidential preliminary offering circular, dated October 19, 2017
99.2    Sections of the Company’s confidential preliminary offering circular, dated October 19, 2017
99.3    Press release, dated October 19, 2017


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Warrior Met Coal, Inc.
Date: October 19, 2017     By:  

/s/ Dale W. Boyles

      Dale W. Boyles
      Chief Financial Officer