Ramaco Resources Enters Material Definitive Agreement

TL;DR

RAMCO inked a big deal, expect financial shifts.

AI Summary

Ramaco Resources, Inc. announced on November 27, 2024, that it entered into a material definitive agreement related to a direct financial obligation. The company is incorporated in Delaware and its principal business is Bituminous Coal & Lignite Mining.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Ramaco Resources, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements often involves significant financial commitments or obligations that carry inherent risks.

Key Players & Entities

• Ramaco Resources, Inc. (company) — Registrant
• November 27, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• BITUMINOUS COAL & LIGNITE MINING (industry) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.01 — hich registered Class A common stock, $0.01 par value METC Nasdaq Global Select M
• $50,000,000 — announced offering (the "Offering") of $50,000,000, in the aggregate, of the Company's 8.3
• $25.00 — public offering price of the Notes was $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

Filing Documents

• tm2429665d1_8k.htm (8-K) — 41KB
• tm2429665d1_ex4-2.htm (EX-4.2) — 122KB
• tm2429665d1_ex5-1.htm (EX-5.1) — 12KB
• tm2429665d1_ex10-1.htm (EX-10.1) — 42KB
• tm2429665d1_ex99-1.htm (EX-99.1) — 11KB
• tm2429665d1_ex5-1img01.jpg (GRAPHIC) — 4KB
• 0001104659-24-123696.txt ( ) — 503KB
• metc-20241127.xsd (EX-101.SCH) — 3KB
• metc-20241127_def.xml (EX-101.DEF) — 27KB
• metc-20241127_lab.xml (EX-101.LAB) — 36KB
• metc-20241127_pre.xml (EX-101.PRE) — 25KB
• tm2429665d1_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Second Supplemental Indenture On November 27, 2024, Ramaco Resources, Inc. (the "Company") completed the previously announced offering (the "Offering") of $50,000,000, in the aggregate, of the Company's 8.375% Senior Notes due 2029 (the "Notes"). The Notes were sold pursuant to the Company's shelf Registration Statement on Form S-3, as amended (File No. 333-274324 ), which was declared effective by the Securities and Exchange Commission (the "Commission") on September 29, 2023. The Notes were issued pursuant to a second supplemental indenture between the Company and Wilmington Savings Fund Society, FSB, as trustee (the "Trustee"), entered into on November 27, 2024 (the "Second Supplemental Indenture"), that supplements the Indenture by and between the Company and the Trustee, dated as of July 13, 2021 (the "Base Indenture" and, together with the Second Supplemental Indenture, the "Indenture"). The public offering price of the Notes was $25.00 per Note, which is 100% of the principal amount. The Company will receive net proceeds after discounts, commissions, and the payment of a structuring fee payable pursuant to a Structuring Fee Agreement described below, 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. The Notes bear interest at the rate of 8.375% per annum. Interest on the Notes is payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, commencing January 30, 2025. The Notes will mature on November 30, 2029. The Company may, at its option, at any time and from time to time, on or after November 30, 2026, redeem the Notes in whole or in part on not less than 10 nor more than 60 days' prior notice mailed to the holders of the Notes. The Notes will be redeemable at a redemption price equal to 100% of the principal am

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the Notes and the Indenture set forth in Item 1.01 is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 27, 2024, the Company issued a press release announcing the completion of the offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1. None of the information furnished in this Item 7.01 will be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Indenture dated as of July 13, 2021, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed July 13, 2021). 4.2 Second Supplemental Indenture dated as of November 27, 2024, between Ramaco Resources, Inc. and Wilmington Savings Fund Society , FSB, as trustee. 4.2.1 Form of 8.375% Senior Note due 2029 (included as Exhibit A to Exhibit 4.2 above). 5.1 ArentFox Schiff LLP Legal Opinion 10.1 Structuring Fee Agreement dated November 27, 2024, between Ramaco Resources, Inc. and Lucid Capital Markets, LLC 23.1 Consent of ArentFox Schiff LLP (included in Exhibit 5.1) 99.1 Press release issued by Ramaco Resources, Inc., dated November 27, 2024. 104 Cover page Interactive Data File (embedded within the Inline XBRL document)

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 27, 2024

View Full Filing

View this 8-K filing on SEC EDGAR