Ramaco Resources Enters Material Definitive Agreement

TL;DR

RAMACO just signed a big deal, could mean new debt or financial obligations.

AI Summary

On November 20, 2024, Ramaco Resources, Inc. entered into a material definitive agreement related to its financial obligations. The company is involved in the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. This filing also includes other events and financial statements and exhibits.

Why It Matters

This filing indicates a significant financial transaction or commitment by Ramaco Resources, which could impact its financial structure and future obligations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to debt, performance, and market conditions.

Key Players & Entities

• Ramaco Resources, Inc. (company) — Registrant
• November 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — hich registered Class A common stock, $0.01 par value METC Nasdaq Global Select M
• $25.00 — e public offering price of the Notes is $25.00 per Note, which is 100% of the principa
• $48,000,000 — , but before expenses, of approximately $48,000,000. The proceeds will be used for general
• $50,000,000 — s, acting severally and not jointly, of $50,000,000 aggregate principal amount of the Notes
• $7,500,000 — option to purchase up to an additional $7,500,000 aggregate principal amount of Notes. Th
• $45,000,000 — s defined in the Credit Agreement) from $45,000,000 to $75,000,000. The foregoing descript
• $75,000,000 — e Credit Agreement) from $45,000,000 to $75,000,000. The foregoing description of the Seco

Filing Documents

• tm2428032d4_8k.htm (8-K) — 39KB
• tm2428032d4_ex1-1.htm (EX-1.1) — 186KB
• tm2428032d4_ex10-1.htm (EX-10.1) — 30KB
• tm2428032d4_ex23-1.htm (EX-23.1) — 6KB
• tm2428032d4_ex99-1.htm (EX-99.1) — 9KB
• tm2428032d4_ex99-2.htm (EX-99.2) — 10KB
• tm2428032d4ex23-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-121883.txt ( ) — 573KB
• metc-20241120.xsd (EX-101.SCH) — 3KB
• metc-20241120_def.xml (EX-101.DEF) — 27KB
• metc-20241120_lab.xml (EX-101.LAB) — 36KB
• metc-20241120_pre.xml (EX-101.PRE) — 25KB
• tm2428032d4_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement Underwriting Agreement On or about November 21, 2024, Ramaco Resources, Inc. (the "Company") commenced a public offering (the "Notes Offering") of 8.375% Senior Notes due 2029 (the "Notes"). The public offering price of the Notes is $25.00 per Note, which is 100% of the principal amount. The Company will receive net proceeds after discounts and commissions, and a structuring fee that the Company has agreed to pay the lead book-running manager, but before expenses, of approximately $48,000,000. The proceeds will be used for general corporate purposes, including funding future investments, making capital expenditures and funding working capital. In connection with the Notes Offering on November 21, 2024, the Company entered into an Underwriting Agreement with Lucid Capital Markets, LLC as representative of the several underwriters named therein (the "Underwriters"), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $50,000,000 aggregate principal amount of the Notes. Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional $7,500,000 aggregate principal amount of Notes. The offer and sale of the Notes was registered pursuant to a registration statement on Form S-3 (File No. 333-274324), which was declared effective by the United States Securities and Exchange Commission on September 29, 2023. The Notes Offering is expected to close on November 27, 2024, subject to customary closing conditions. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is inco

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included in Item 1.01 of this Current Report related to the Second Amendment Agreement is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events On November 20, 2024, the Company issued a press release announcing the proposed Offering. Additionally, on November 21, 2024, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated November 21, 2024, between Ramaco Resources, Inc. and Lucid Capital Markets, LLC, as representative of the several underwriters named therein. 10.1 Second Amendment Agreement, dated November 21, 2024, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, Ramaco Coal, Inc., Maben Coal LLC, Carbon Resources Development, Inc., Ramaco Coal, LLC, as borrowers, the lenders party thereto, and KeyBank National Association as agent and lender (amending the Second Amended and Restated Credit and Security Agreement, dated February 15, 2023, by and among Ramaco Resources, Inc., the other borrowers party thereto, the lenders party thereto, and KeyBank National Association, as agent, lender, swing line lender and the issuer). 99.1 Press Release issued by Ramaco Resources, Inc. dated November 20, 2024 99.2 Press Release issued by Ramaco Resources, Inc. dated November 21, 2024 23.1 Consent of Weir International, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Signatures

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. Ramaco Resources, Inc. By: /s/ Randall W. Atkins Name: Randall W. Atkins Title: Chairman and Chief Executive Officer Date: November 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR