METCZ Ramaco Resources Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

 

Date of Report (Date of earliest event reported): December 9, 2024

 

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware	001-38003	38-4018838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (859) 244-7455

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	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 Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	METC	Nasdaq Global Select Market
Class B common stock, $0.01 par value	METCB	Nasdaq Global Select Market
9.00% Senior Notes due 2026	METCL	Nasdaq Global Select Market
8.375% Senior Notes due 2029	METCZ	Nasdaq Global Select Market

 

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       ¨ 

 

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. ¨

 

 

 

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. Aggregate net proceeds from the Offering following the exercise of the Over-Allotment Option, after discounts, commissions, and the payment of a structuring fee payable pursuant to a Structuring Fee Agreement, but before expenses, were approximately $55,200,000. 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 amount of the Notes plus accrued and unpaid interest to, but not including the date of redemption. On and after any redemption date, interest will cease to accrue on the redeemed Notes. If the Company is redeeming less than all of the Notes, the Trustee will select the Notes to be redeemed in accordance with the terms set forth in the Indenture.

 

The Indenture also contains customary event of default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the Notes to be immediately due and payable. The Notes are senior unsecured obligations of the Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.

 

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Note. Copies of the Base Indenture, the Second Supplemental Indenture and the form of Note are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.2.1, respectively, and are incorporated herein by reference.

 

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.

 

 

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 (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

 

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

 

 

 

Exhibit 99.1

 

RAMACO RESOURCES, INC. ANNOUNCES EXERCISE OF UNDERWRITERS’ OVER-ALLOTMENT
OPTION IN CONNECTION WITH ITS SENIOR UNSECURED NOTES OFFERING

 

Company Release – December 11, 2024

 

LEXINGTON, KY – Ramaco Resources, Inc. (NASDAQ: METC, METCB, METCL, METCZ) (“Ramaco Resources” or the “Company”) announced today that the underwriters of its previously announced public offering (the “Offering”) of 8.375% Senior Notes due 2029 (the “Notes”) exercised their over-allotment option on December 9, 2024, resulting in the issuance of an additional $7,500,000 aggregate principal amount of the Notes. After giving effect to the exercise of the over-allotment option, $57,500,000 aggregate principal amount of the Notes were issued in the Offering.

 

The Notes will mature on November 30, 2029, unless redeemed prior to maturity. The Notes bear interest at a rate of 8.375% per year, payable in arrears on the 30th day of January, April, July and October of each year, commencing on January 30, 2025, and at maturity. The Company may redeem the Notes in whole or in part, at the Company’s option, at any time on or after November 30, 2026, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the date of redemption. In addition, the Company may redeem the Notes, in whole, but not in part, at any time at the Company’s option, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of redemption, upon the occurrence of certain change of control events. The Notes are rated ‘BBB’ by Egan-Jones Ratings Company, an independent rating agency.

 

The gross proceeds to the Company from the Offering, after the exercise of the over-allotment option but before deducting commissions and expenses, were approximately $57.5 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, including funding future investments, making capital expenditures and funding working capital. The Notes were issued in minimum denominations of $25.00 and integral multiples of $25.00 in excess thereof.

 

The Notes have been listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "METCZ."

 

Lucid Capital Markets, LLC acted as lead bookrunner for the Offering. B. Riley Securities, Inc., Janney Montgomery Scott LLC and Piper Sandler & Co. acted as joint book-running managers for the Offering. The Benchmark Company, LLC, InspereX LLC, TCBI Securities, Inc., doing business as Texas Capital Securities, and William Blair & Company, L.L.C. acted as lead managers for the Offering.

 

ArentFox Schiff LLP served as legal counsel to Ramaco Resources for the Offering. Hunton Andrews Kurth LLP served as legal counsel to the underwriters for the Offering.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes described herein, nor shall there be any sale of the Notes in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Offering was made by the Company 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 (“SEC”) on September 29, 2023. The Notes may only be offered by means of a prospectus and prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final prospectus supplement and the registration statement are available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained by contacting Lucid Capital Markets, LLC at 570 Lexington Ave, 40th Floor, New York, NY 10022 at telephone number (646)-362-0256, or via email at: Prospectus@lucidcm.com.

 

ABOUT RAMACO RESOURCES

 

Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern Virginia and a developing producer of rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one development rare earth and coal mine near Sheridan, Wyoming in the initial stages of production. For more information about Ramaco Resources, please contact investor relations at (859) 244-7455.

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Ramaco Resources' expectations or beliefs concerning guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects, costs and expectations regarding operating results, and it is possible that the results described in this press release will not be achieved. Forward-looking statements in this press release include, without limitation, the expected use of proceeds from the Offering. These statements relate to future events, future expectations, plans and prospects. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Ramaco Resources' control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include, without limitation, unexpected delays in our current mine development activities, the ability to successfully ramp up production at our complexes in accordance with the Company's growth initiatives, failure of our sales commitment counterparties to perform, increased government regulation of coal in the United States or internationally, the further decline of demand for coal in export markets and underperformance of the railroads, the expected benefits of the Ramaco Coal and Maben acquisitions to the Company's shareholders, the anticipated benefits and impacts of the Ramaco Coal and Maben acquisitions, and the Company's ability to successfully develop the Brook Mine, including whether the increase in the Company's exploration target and estimates for such mine are realized. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Ramaco Resources 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 Ramaco Resources to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in Ramaco Resources' filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The risk factors and other factors noted in Ramaco Resources' SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement.

 

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v3.24.3

Cover	Dec. 09, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 09, 2024
Entity File Number	001-38003
Entity Registrant Name	Ramaco Resources, Inc.
Entity Central Index Key	0001687187
Entity Tax Identification Number	38-4018838
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	250 West Main Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Lexington
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40507
City Area Code	859
Local Phone Number	244-7455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	METC
Security Exchange Name	NASDAQ
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B common stock, $0.01 par value
Trading Symbol	METCB
Security Exchange Name	NASDAQ
Notes 9. 00 Percentage Senior Notes Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	9.00% Senior Notes due 2026
Trading Symbol	METCL
Security Exchange Name	NASDAQ
Notes 8. 375 Percentage Senior Notes Due 2029 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.375% Senior Notes due 2029
Trading Symbol	METCZ
Security Exchange Name	NASDAQ

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