Coronado Global Resources Inc.

09/23/2024 | Press release | Distributed by Public on 09/23/2024 06:14

Regulation FD Disclosure Form 8 K

Item 7.01. Regulation FD Disclosure.

Secured Notes Offering

On September 23, 2024 (September 23, 2024 in Australia), Coronado Global Resources Inc. (the "Company") announced the commencement of an offering (the "Notes Offering") by Coronado Finance Pty Ltd, a wholly-owned subsidiary of the Company (the "Issuer"), of $400 million aggregate principal amount of senior secured notes due 2029 (the "Notes") through a private placement to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act.

The Notes will be guaranteed on a senior secured basis by the Company and certain of the Company's subsidiaries (each, a "Note Guarantor") that guarantee or is a borrower under the Company's ABL Facility (as defined below) or certain other debt and secured by (i) a first-priority lien on substantially all of the assets of the Issuer and each Note Guarantor (other than accounts receivable and certain other rights to payment, inventory, certain investment property, certain general intangibles and commercial tort claims, deposit accounts, securities accounts and other related assets, chattel paper, letter of credit rights, certain insurance proceeds, intercompany indebtedness and certain other assets related to the foregoing and proceeds and products of each of the foregoing (collectively, the "ABL Priority Collateral")) and (ii) a second-priority lien on the ABL Priority Collateral, which is junior to a first-priority lien for the benefit of the lenders and other creditors under the Company's asset-based revolving credit facility, dated as of May 8, 2023 (the "ABL Facility"), in each case, subject to certain exceptions and permitted liens.

The Company intends to use the proceeds from the Notes Offering (i) to redeem all of the Issuer's outstanding 10.750% Senior Secured Notes due 2026 (the "Existing Notes"), (ii) to pay related fees and expenses in connection with the Notes Offering and the Existing Notes Redemption (as defined below) and (iii) for general corporate purposes.

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Existing Notes Redemption

On September 23, 2024, the Company further announced that it had issued a conditional notice of redemption (the "Notice") pursuant to the indenture governing the Existing Notes. The Issuer intends to redeem, subject to the condition described below, $242,326,000 of the outstanding Existing Notes on October 3, 2024 (the "Redemption Date") at a redemption price equal to 104.031% of the principal amount of the Existing Notes redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (the "Existing Notes Redemption"). The Existing Notes Redemption is conditioned on the Issuer receiving funds from one or more debt financings, on terms and conditions acceptable to the Issuer in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the redemption price in full and all fees and expenses related to such debt financings and the Existing Notes Redemption (the "Financing Condition"). If the Financing Condition is not satisfied on or prior to the Redemption Date, the Notice may be rescinded by the Issuer and will be of no effect.

This Current Report on Form 8-K does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the Existing Notes.

The information contained in this Current Report on Form 8-K is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act or the Exchange Act, unless such subsequent filing specifically references this Current Report on Form 8-K.