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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): November 27, 2025
|
Coronado Global Resources Inc.
(Exact name of registrant as specified in
its charter)
|
Delaware
(State
or other jurisdiction
of incorporation) |
000-56044
(Commission
File Number) |
83-1780608
(IRS Employer
Identification No.) |
Level
33, Central Plaza One, 345 Queen
Street
Brisbane,
Queensland, Australia
(Address of principal
executive offices) |
4000
(Zip Code) |
| Registrant’s
telephone number, including area code: (61)
7 3031 7777 |
| |
Not
Applicable
(Former name or former address, if changed
since last report)
|
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 |
| None |
None |
None |
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 1.01. | Entry into a Material Definitive Agreement. |
Entry into a New ABL Facility
On November 27, 2025 (November 27, 2025 in Australia)
(the “Amendment Date”), Coronado Global Resources Inc., a Delaware corporation (the “Company”), Coronado Coal
Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, Coronado Finance Pty Ltd (ACN 628 668 235), an Australian
proprietary company and a wholly-owned subsidiary of the Company (an “Australian Borrower”), Coronado Curragh Pty Ltd (ACN
009 362 565) (“Coronado Curragh”), an Australian proprietary company and a wholly-owned subsidiary of the Company (an “Australian
Borrower” and, together with the other Australian Borrower, the “Borrowers”), and the other guarantors party thereto
(collectively with the Company, the “Guarantors” and, together with Borrowers, the “Obligors”), entered into an
amendment and restatement of its existing senior secured asset-based revolving credit agreement in an initial aggregate principal amount
of AUD$406.6 (US$265) million (the “ABL Facility”) with Global Loan Agency Services Australia Pty Ltd (ACN 608 829 303), as
administrative agent (the “Administrative Agent”), Global Loan Agency Services Australia Nominees Pty Ltd (ACN 608 945 008),
as collateral agent, and Stanwell Corporation Limited, as lender (the “Lender”). Upon satisfaction of the stipulated conditions
precedent to closing under the ABL Facility, the ABL Facility will replace the Company’s existing senior secured asset-based revolving
credit agreement, dated May 8, 2023 (as amended and restated from time to time), with Highland Park XII Pte. Ltd., an affiliate of Oaktree
Capital Management, L.P., as lender, which the Company will fully repay the in accordance with its terms and terminate in connection with
entry into the ABL Facility. The Company intends to use the funds available under the ABL Facility to fund its working capital needs and
for other general corporate purposes.
The ABL Facility will mature five years after the
closing date under the ABL Facility, being the date that the Administrative Agent confirms to the Company that all conditions precedent
under the ABL Facility have been satisfied or waived (the “Closing Date”). The ABL Facility provides for up to AUD$406.6 (US$265)
million in borrowings. Availability under the ABL Facility is limited to an eligible borrowing base, determined by applying customary
advance rates to eligible accounts receivable and inventory.
The ABL Facility is guaranteed by the Guarantors.
Amounts outstanding under the ABL Facility are secured by (i) a first-priority lien in all floating assets of the Guarantors including
but not limited to cash, deposit accounts, securities accounts, commodities accounts, accounts receivable and other rights to payment,
inventory, intercompany loans and advances (collectively, the “ABL Collateral”) and (ii) a second-priority lien on substantially
all of the assets of the Guarantors (other than ABL Collateral).
Borrowings under the ABL Facility bear interest
of 9% per annum (which may increase to 12% per annum depending on the level of the borrowing base compared to the aggregate amount of
the outstanding loans (“Borrowing Base Ratio”)).
The ABL Facility contains customary representations
and warranties and affirmative and negative covenants including, among others, a covenant regarding the maintenance of the Borrowing Base
Ratio and the maintenance of an interest coverage ratio.
The ABL Facility provides for customary events
of default that may trigger certain repayment obligations and review events. In the event of a default by the Borrowers (beyond any applicable
grace or cure period, if any), the Administrative Agent may and, at the direction of the Lender, shall declare all amounts owing under
the ABL Facility immediately due and payable, terminate the Lender’s commitment to make loans under the ABL Facility and/or exercise
any and all remedies and other rights under the ABL Facility. A review event will occur under the ABL Facility if the Borrowing Base Ratio
is below the specified minimum threshold. Following the occurrence of a review event, the Borrowers must promptly meet and consult in
good faith with the Administrative Agent and the Lender to determine whether the Borrowing Base Ratio on the next testing date will be
above the specified minimum threshold. If, at the end of a period of 10 business days after the occurrence of the review event, the Lender
is not satisfied with the result of their discussion or meeting with the Borrowers, the Lender may require the Borrowers to repay the
outstanding borrowings in an aggregate amount sufficient to restore the Borrowing Base Ratio to the specified minimum threshold.
In connection with the entry into the ABL Facility,
the Company also entered into amendments to existing coal supply agreements with Stanwell Corporation Limited (“Stanwell”),
as described below.
Amendments to the Coal Supply Agreement with Stanwell
Coronado Curragh is a party to the Amended Coal
Supply Agreement, dated as of November 6, 2009 (as amended, the “ACSA”), with Stanwell and the New Coal Supply Agreement,
dated as of July 12, 2019 (as amended, the “NCSA”). At the expiration of the ACSA, the NCSA will govern the supply of thermal
coal to Stanwell.
On the Amendment Date, Coronado Curragh, Stanwell
and the other parties thereto entered into a Second Deed of Amendment (the “Second Amendment”) that, among other matters,
amends the terms of the ACSA and NCSA. The Second Amendment includes, among other provisions: (i) a waiver of rebate amounts that would
otherwise be payable by Coronado Curragh from January 1, 2026 until the final delivery date pursuant to the ACSA, which date is expected
to occur in the first half of 2027; (ii) a deferral of Coronado Curragh’s obligations to deliver certain values of coal to Stanwell
for prepaid amounts and amounts to which Stanwell is otherwise entitled (the “Deferred Amounts”); (iii) prepayments by Stanwell
to Coronado Curragh of an additional amount calculated on a per tonne of coal delivered basis under the ACSA (for coal to be delivered
under the NCSA), from January 1, 2026 until the final delivery date pursuant to the ACSA (the “ACSA Prepayments”); (iv) an
extension of the NCSA term (the “NCSA Supply Term”) from 2037 to 2043; (v) a provision that provides Stanwell the ability
to make broader annual nominations ranging from 1.2 to 2.24 million tonnes per year; and (vi) prepayments by Stanwell to Coronado Curragh
of an additional amount calculated on a per tonne of coal delivered basis under the NCSA for the NCSA Supply Term (the “NCSA Prepayments”).
Stanwell’s obligation to make the ACSA Prepayments
and NCSA Prepayments are subject to certain liquidity tests. Stanwell will advance all of the relevant prepayment when the Company’s
monthly liquidity is below US$200 million, will advance only half of the relevant prepayment in months when the Company’s liquidity
is between US$200 million and US$250 million, and will not be obligated to make prepayments when the Company’s monthly liquidity
is above US$250 million. The value of the ACSA Prepayments, NCSA Prepayments and Deferred Amounts (the “Prepayment and Deferred
Payment Balance”) will be settled through delivery of coal to Stanwell in months when the Company’s liquidity exceeds US$300
million. The Prepayment and Deferred Payment Balance will bear interest at 7.5% per annum and the accrued interest amount will be capped
at 1.2 times of the Prepayment and Deferred Payment Balance until the final delivery date pursuant to the NCSA.
If the Company decides to pay a distribution to
stockholders (and holders of Chess Depositary Interests) (e.g. a dividend), the Company will be required to maintain a minimum cash liquidity
of at least US$300 million following: (i) such dividend payments; (ii) any required repurchases of its senior notes in connection with
the dividend payments; and (iii) an equal or greater amount than the distribution being used to reduce the Prepayment and Deferred Payment
Balance.
The Prepayment and Deferred Payment Balance may
become repayable to Stanwell if there is an unremedied default under the ACSA or NCSA. The rebate amounts waived from the Amendment Date
to the end of the ACSA are repayable if there is a change of control of the Company that occurs within two years of the Amendment Date.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The terms of the ABL Facility are summarized in
Item 1.01 of this Current Report on Form 8-K and are incorporated into this Item 2.03 by reference.
| Item 7.01. | Regulation FD Disclosure. |
On the Amendment Date, the Company lodged an announcement
with the Australian Securities Exchange announcing the Stanwell financial support transaction. A copy of the announcement is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including
the exhibit attached hereto, 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 of 1933 or the Exchange
Act, unless such subsequent filing specifically references this Current Report on Form 8-K.
| Item 9.01. | Financial
Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Announcement Regarding the Stanwell Financial Support Transaction. |
| |
|
|
| 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.
| |
Coronado Global Resources Inc. |
| |
|
| |
By: |
/s/ Barend van der Merwe |
| |
Name: |
Barend van der Merwe |
| |
Title: |
Chief Financial Officer |
| |
|
| |
Date: |
November 28, 2025 |
