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(State
or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
i16243 Highway 216
iBrookwood
iAlabama
i35444
(Address
of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (i205) i554-6150
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
i☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $.01 per share
iHCC
iNew
York Stock Exchange
iRights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share
--
iNew York Stock Exchange
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 i☐
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. o
Item 1.01Entry into a Material Definitive Agreement.
On March 4, 2022, Warrior Met Coal, Inc., a Delaware corporation
(the “Company”) and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), entered into an Amendment No. 1 (the “Amendment”) to the Company’s Rights Agreement, dated as of February 14, 2020, by and between the Company and the Rights Agent (as amended to date, the “Rights Agreement”). The Amendment extends the expiration date of the Rights Agreement to the close of business on April 19, 2026
and increases the exercise price from $31.00 to $56.00. The Company plans to submit the Amendment to the Company’s stockholders for ratification at the Company’s annual meeting of stockholders to be held on April 26, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by
reference. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 8-K on February 14, 2020, and such agreement and description are incorporated herein by reference.
This Form 8-K is not a substitute for any proxy statement or other document the Company may file with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain
other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the proxy statement and other documents (if and when available) filed with the SEC by the Company can be obtained free of charge on the Company’s website at http://investors.warriormetcoal.com or by sending a written request to:
Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama35444, Attn: Corporate Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.
Participants in Solicitation
The Company, its respective directors and certain of its respective executive officers may be considered participants in the solicitation of proxies. Information about the directors and executive officers of the
Company is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 22, 2022.
The Annual Report can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.
Forward-LookingStatements
This Form 8-K contains, and the
Company’s officers and representatives may from time to time make, 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 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,”“outlook,”“guidance” 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 Form 8-K will not be achieved. 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, federal and state tax legislation; changes in interpretation or assumptions and/or updated regulatory guidance regarding the Tax Cuts and Jobs Act of 2017; 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; 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; and other factors described in the Company’s Form 10-K for the year ended December 31, 2021 and other reports filed from time to time with 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.
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.
