Warrior Met Coal shares results of Tender Offers for its 8% Senior Secured Notes due 2024
Published by Claire Cuddihy,
Assistant Editor
World Coal,
Warrior Met Coal, Inc. (Warrior) yesterday announced the results of (i) its previously announced offer to purchase (the Restricted Payment Offer), in cash, up to US$150 million principal amount of the company’s outstanding 8% Senior Secured Notes due 2024 (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), and (ii) its previously announced concurrent, but separate, cash tender offer (the Tender Offer and, together with the Restricted Payment Offer, the Offers) to purchase up to US$150 million 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 TO Repurchase Price). The Offers expired at 5:00 p.m., New York City time, on 22 March 2019 (such date and time, the Expiration Date).
Restricted payment offer results
As of the Expiration Date, US$1.9 million aggregate principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Restricted Payment Offer.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:
- an automatic pro ration factor of 31.5789% was applied to the US$1.9 million aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Restricted Payment Offer (rounded down to avoid the purchase of Notes in a principal amount other than in integrals of $1,000), which resulted in US$599 000 aggregate principal amount of the Notes (the RP Pro-Rated Tendered Notes);
- the company will accept all US$599 000 aggregate principal amount of the RP Pro-Rated Tendered Notes for payment of the Restricted Payment Repurchase Price in cash; and
- the remaining balance of US$1.301 million 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 25 March 2019.
Accordingly, pursuant the terms of the indenture governing the Notes, the company is permitted in the future to make one or more restricted payments 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 US$299.401 million without having to make another offer to repurchase Notes. Any such restricted payment would be subject to approval by the board of directors of the company.
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, US$415.099 million 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:
- an automatic pro ration factor of 31.5789% was applied to the US$415.099 million 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 US$1000), which resulted in US$130.966 million aggregate principal amount of the Notes (the TO Pro-Rated Tendered Notes);
- the company will accept all US$130.966 million aggregate principal amount of the TO Pro-Rated Tendered Notes for payment of the TO Repurchase Price in cash; and
- the remaining balance of US$284.133 million 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 26 March 2019.
D.F. King & Co., Inc. acted as the Tender Agent and Information Agent with respect to the Tender Offer, and Goldman, Sachs & Co. acted as Dealer Manager for the Tender Offer.
Immediately following the closing of the Offers, approximately US$343.435 million aggregate principal amount of the Notes will remain outstanding.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell the Notes or any other securities. The Offers were made only through and subject to the terms and conditions set forth in:
- the Restricted Payment Notice and Offer to Purchase and accompanying letter of transmittal for the Restricted Payment Offer and
- the Offer to Purchase and accompanying letter of transmittal for the Tender Offer. The Offers were not made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Read the article online at: https://www.worldcoal.com/coal/26032019/warrior-met-coal-shares-results-of-tender-offers-for-its-8-senior-secured-notes-due-2024/
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