Ramaco Resources Closes $150M Senior Notes Offering

TL;DR

RAM closed $150M in 8.375% notes due 2029 to pay down debt & for general corp. purposes.

AI Summary

Ramaco Resources, Inc. announced on December 9, 2024, the closing of its previously announced offering of $150 million aggregate principal amount of 8.375% Senior Notes due 2029. The net proceeds from this offering will be used to repay outstanding borrowings under its existing revolving credit facility and for general corporate purposes.

Why It Matters

This debt issuance provides Ramaco Resources with capital to manage its existing debt and fund future operations, potentially impacting its financial flexibility and future growth prospects.

Risk Assessment

Risk Level: medium — Issuing new debt increases financial leverage and interest expense, which can be a risk if the company's performance declines.

Key Numbers

• $150.0M — Senior Notes Offering (Aggregate principal amount of 8.375% Senior Notes due 2029 issued.)
• 8.375% — Interest Rate (Coupon rate on the Senior Notes due 2029.)
• 2029 — Maturity Date (Year the Senior Notes are due.)

Key Players & Entities

• Ramaco Resources, Inc. (company) — Registrant
• 8.375% Senior Notes due 2029 (dollar_amount) — Debt Offering
• $150 million (dollar_amount) — Aggregate Principal Amount of Notes
• December 9, 2024 (date) — Closing Date of Offering

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
• $7.5 million — option to purchase up to an additional $7.5 million aggregate principal amount of Notes (th
• $25.00 — public offering price of the Notes was $25.00 per Note, which is 100% of the principa
• $7,200,000 — , but before expenses, of approximately $7,200,000. Aggregate net proceeds from the Offeri
• $55,200,000 — but before expenses, were approximately $55,200,000. The proceeds will be used for general

Filing Documents

• tm2430287d2_8k.htm (8-K) — 40KB
• tm2430287d2_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-127613.txt ( ) — 285KB
• metc-20241209.xsd (EX-101.SCH) — 4KB
• metc-20241209_def.xml (EX-101.DEF) — 27KB
• metc-20241209_lab.xml (EX-101.LAB) — 37KB
• metc-20241209_pre.xml (EX-101.PRE) — 26KB
• tm2430287d2_8k_htm.xml (XML) — 7KB

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported on a Current Report on Form 8-K of Ramaco Resources, Inc. (the "Company"), on November 27, 2024, the Company completed its previously announced offering (the "Offering") of $50,000,000, in the aggregate, of the Company's 8.375% Senior Notes due 2029 (the "Notes"). In connection with the Offering, the Company granted the underwriters for the Offering (the "Underwriters") a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of Notes (the "Over-Allotment Option"). On December 9, 2024, the Underwriters exercised the Over-Allotment Option for an additional $7.5 million aggregate principal amount of Notes, which closed on December 11, 2024. 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. As a result of the Over-Allotment Option being exercised, the Company will receive additional net proceeds after discounts, commissions, and the payment of a structuring fee payable pursuant to a previously disclosed Structuring Fee Agreement dated November 27, 2024, between the Company and Lucid Capital Markets, LLC (the "Structuring Fee Agreement"), but before expenses, of approximately $7,200,000. Aggreg

01

Item 7.01 Regulation FD Disclosure. On December 11, 2024, the Company issued a press release announcing the exercise of the Over-Allotment Option. 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.

Financial Statements and Exhibits

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 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed November 27, 2024). 4.2.1 Form of 8.375% Senior Note due 2029 (included as Exhibit A to Exhibit 4.2 above). 10.1 Structuring Fee Agreement dated November 27, 2024, between Ramaco Resources, Inc. and Lucid Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed November 27, 2024) 99.1 Press release issued by Ramaco Resources, Inc., dated December 11, 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: December 11, 2024

View Full Filing

View this 8-K filing on SEC EDGAR