Section 2.01. Completion of acquisition or disposal of assets.
On April 29, 2022pursuant to this Unit Purchase Agreement, dated
February 23, 2022by and among Ramaco Coal Holdings, LLCa Delaware limited liability company, Ramaco Coal, LLCa Delaware limited liability company (“Target”), Ramaco Development, LLCa Delaware limited liability company (“Development”) and wholly-owned subsidiary of Ramaco Resources, Inc.a
Delaware company (the “Company”) and solely for the purposes of Section 5.06 thereof, the Company (the “Unit Purchase Agreement”), Development has acquired all of the issued and outstanding equity interests of Target, an entity owned by an investment fund managed by Partners Yorktown LLC and certain officers of the Company (as well as the other transactions contemplated by the Unit Purchase Agreement, the “Transaction”) for a cash consideration of $65 million (the purchase price”). The purchase price includes $10 million to be paid at the closing of the transaction and $55 million in the form of deferred cash payments, to be paid quarterly in the amounts, with interest thereon, as provided for in the unit purchase agreement. These deferred payments must be made no later than December 31, 2023.
The foregoing description of the Unit Purchase Agreement and the Transaction does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Unit Purchase Agreement, incorporated by reference in the Schedule 2.1 of the company’s current report on Form 8-K filed with the Security and Exchange Commission on February 24, 2022.
Section 7.01. FD Regulation Disclosure.
On April 29, 2022, the Company published a press release announcing the completion of the Transaction. The press release is provided as Exhibit 99.1 to this Current Report and is incorporated by reference into this Section 7.01.
On April 29, 2022, the Company issued a letter to shareholders. The shareholder letter is provided as Exhibit 99.2 to this Current Report and is incorporated by reference in this Section 7.01.
The information in this Section 7.01, including Exhibits 99.1 and 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). , or otherwise subject to the responsibilities of this Section, nor shall such information, including Exhibits 99.1 and 99.2, be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or exchange law, except as expressly provided by specific reference in this filing.
Section 9.01. Financial statements and supporting documents.
2.1 Unit Purchase Agreement, dated February 23, 2022, by and among Ramaco
Development, LLC, Ramaco Resources, Inc., Ramaco Coal Holdings, LLC and
Ramaco Coal, LLC (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K of Ramaco Resources, Inc. filed with the
U.S. Securities and Exchange Commission on February 24, 2022).
99.1 Press Release dated April 29, 2022.
99.2 Shareholder Letter dated April 29, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
© Edgar Online, source Previews