Coronado Global Resources Inc.
Form 10-Q March 31, 2025
36
As of
March 31, 2025,
the letter of
credit sublimit had
been partially used
to issue $21.7
million of
bank guarantees
on
behalf
of
the
Company
and
no
amounts
were
drawn
and
no
letters
of
credit
were
outstanding
under
the
revolving credit sublimit of the ABL Facility.
On December 30, 2024, the Company completed the
Waiver Agreement with the Administrative Agent under the
ABL Facility
to temporarily
waive compliance
with the
ABL Facility’s
interest coverage
ratio covenant
between
December 31, 2024 to March 30, 2025, or the waiver period. Pursuant the Waiver
Agreement, the Company will
be
required
to
maintain
the
Cash
Balance
Covenant,
until
such
time
that
we
submit
a
covenant
compliance
certificate to
the Lenders
pursuant to
the ABL
Facility which
demonstrates the
Company is
in compliance
with
the interest coverage
ratio covenant. The
Cash Balance Covenant
commenced on February
19, 2025, the
time
that the Company submitted its covenant compliance
certificate for December 31, 2024.
Subsequently, the Company completed a waiver agreement with the Administrative Agent
under the ABL Facility
to defer
the financial
covenants test
period from
the twelve
months to
March 31,
2025 to
the twelve
months to
May 31,
2025 and
to waive
the Review
Event under
the terms
of the ABL
Facility due
to the
downgrade of
the
Company’s
credit
ratings
up
to
April
2025.
Pursuant
to
the
terms
of
this
waiver
agreement
the
Company
is
required to cash collateralize the outstanding bank guarantees
issued under the ABL Facility and the committed
availability for revolving loans under the ABL
Facility can be restricted at the
ABL Lenders’ discretion.
In addition,
pursuant the terms
of this waiver
agreement, the Cash Balance
Covenant is reduced
by any amount
held as cash
collateral under the ABL Facility.
The committed
availability
of the
ABL Facility
is subject
to the
ABL Lenders’
discretion
and dependent
on the
Company’s ability to obtain further waivers or deferment for the financial covenants test periods beyond May 31,
2025.
Unless the Company obtains further waivers or deferment for the financial covenants test periods under the ABL
Facility, any
breach of such financial covenants
would constitute an event of
default under the terms
of the ABL
Facility and
the Lenders
shall declare
all amounts
owing under
the ABL
Facility immediately
due and
payable,
terminate such
Lenders’
commitments
under
the
ABL Facility,
require
the
Borrowers
to cash
collateralize
any
letter of credit obligations and/or exercise any and all remedies
and other rights under the ABL Facility.
Refer to Part I, Item 1, Note 10. “Interest Bearing Liabilities”
for further information.
9.250% Senior Secured Notes
As of
March 31,
2025, the
aggregate principal
amount of
the 9.250%
Senior Secured
Notes due
2029, or
the
Notes, outstanding was $400.0 million.
The Notes were issued at par and bear
interest at a rate of 9.250% per annum. Interest
on the Notes is payable
semi-annually in arrears on April 1 and October 1 of each year, which began on April 1, 2025. The Notes mature
on October 1, 2029 and are senior secured obligations
of the Issuer.
The terms of
the Notes
are governed
by an indenture,
dated as
of October
2, 2024, among
Coronado Finance
Pty Ltd, as
issuer, Coronado Global Resources Inc,
as guarantor, the subsidiaries of
Coronado Global Resources
Inc., named therein, as additional guarantors, and Wilmington Trust, National Association, as trustee and priority
lien
collateral
trustee,
or
the
Indenture.
The
Indenture
contains
customary
covenants
for
high
yield
bonds,
including,
but
not
limited
to,
limitations
on
investments,
liens,
indebtedness,
asset
sales,
transactions
with
affiliates and restricted payments, including payment
of dividends on capital stock.
Upon the occurrence of a “Change of Control Triggering Event”, as defined in the Indenture as the occurrence of
Change
of
Control
or
Rating
Decline
(each
as
defined
in
the
Indenture),
the
Issuer
is
required
to
offer
to
repurchase the
Notes at
101% of
the aggregate
principal amount
thereof, plus
accrued and
unpaid interest,
if
any,
to, but
excluding, the
repurchase date.
The Issuer
also has
the right
to redeem
the Notes
at 101%
of the
aggregate principal
amount thereof,
plus accrued
and unpaid
interest, if
any,
to, but
excluding, the
repurchase
date, following the occurrence of
a Change of Control
Triggering Event, provided that the Issuer redeems
at least
90% of the Notes outstanding
prior to such Change of
Control Triggering Event.
Upon the occurrence of certain
changes in tax law (as described in the Indenture), the Issuer may redeem all of the Notes at a redemption price
equal to 100% of the principal
amount of the Notes to
be redeemed plus accrued and
unpaid interest, if any,
to,
but excluding, the redemption date.
As of March 31, 2025, the Company was in compliance with
all applicable covenants under the Indenture.
Refer to Part I, Item 1, Note 10. “Interest Bearing Liabilities
”
for further information.