UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
WARRIOR MET COAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
93627C101
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. 93627C101 |
Page 2 of 49 |
| 1. | Name of reporting persons:
GSO Special Situations Fund LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
1,661,877 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,661,877 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
1,661,877 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
3.1% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 3 of 49 |
| 1. | Name of reporting persons:
GSO SSOMF Locomotive Blocker Ltd. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
1,466,215 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,466,215 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
1,466,215 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
2.7% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 4 of 49 |
| 1. | Name of reporting persons:
Steamboat Locomotive Blocker Ltd. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
168,955 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
168,955 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
168,955 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.3% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 5 of 49 |
| 1. | Name of reporting persons:
GSO ADGM Locomotive Blocker Ltd. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
191,190 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
191,190 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
191,190 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.4% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 6 of 49 |
| 1. | Name of reporting persons:
GSO Special Situations Overseas Master Fund Ltd. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
1,466,215 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,466,215 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
1,466,215 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
2.7% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 7 of 49 |
| 1. | Name of reporting persons:
GSO Palmetto Opportunistic Investment Partners LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
530,171 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
530,171 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
530,171 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.0% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 8 of 49 |
| 1. | Name of reporting persons:
GSO Credit-A Partners L.P. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
54,148 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
54,148 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
54,148 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.1% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 9 of 49 |
| 1. | Name of reporting persons:
Steamboat Credit Opportunities Intermediate Fund LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
168,955 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
168,955 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
168,955 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.3% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 10 of 49 |
| 1. | Name of reporting persons:
GSO Coastline Credit Partners LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
154,269 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
154,269 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
154,269 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.3% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 11 of 49 |
| 1. | Name of reporting persons:
GSO Cactus Credit Opportunities Fund LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
353,325 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
353,325 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
353,325 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.7% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 12 of 49 |
| 1. | Name of reporting persons:
GSO Aiguille des Grands Montets Fund I LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Ontario, Canada | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
191,190 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
191,190 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
191,190 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.4% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 13 of 49 |
| 1. | Name of reporting persons:
GSO Aiguille des Grands Montets Fund II LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Ontario, Canada | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
191,190 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
191,190 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
191,190 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.4% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 14 of 49 |
| 1. | Name of reporting persons:
GSO Aiguille des Grands Montets Fund III LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Ontario, Canada | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
191,190 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
191,190 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
191,190 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.4% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 15 of 49 |
| 1. | Name of reporting persons:
GSO Churchill Partners LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
401,575 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
401,575 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
401,575 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.8% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 16 of 49 |
| 1. | Name of reporting persons:
GSO Credit Alpha Fund AIV-2 LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
939,550 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
939,550 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
939,550 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.8% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 17 of 49 |
| 1. | Name of reporting persons:
FS Global Credit Opportunities Fund | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
604,551 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
604,551 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
604,551 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.1% | |||||
| 12. | Type of reporting person (see instructions):
IV | |||||
13G
| CUSIP No. 93627C101 |
Page 18 of 49 |
| 1. | Name of reporting persons:
FS Global Advisor, LLC | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
604,551 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
604,551 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
604,551 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.1% | |||||
| 12. | Type of reporting person (see instructions):
IA | |||||
13G
| CUSIP No. 93627C101 |
Page 19 of 49 |
| 1. | Name of reporting persons:
Michael C. Forman | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
604,551 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
604,551 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
604,551 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.1% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
13G
| CUSIP No. 93627C101 |
Page 20 of 49 |
| 1. | Name of reporting persons:
David J. Adelman | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. |
Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
604,551 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
604,551 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
604,551 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.1% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
13G
| CUSIP No. 93627C101 |
Page 21 of 49 |
| 1. | Name of reporting persons:
GSO Churchill Associates LLC | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
401,575 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
401,575 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
401,575 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.8% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 22 of 49 |
| 1. | Name of reporting persons:
GSO Credit-A Associates LLC | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
54,148 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
54,148 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
54,148 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
0.1% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 23 of 49 |
| 1. | Name of reporting persons:
GSO Palmetto Opportunistic Associates LLC | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
530,171 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
530,171 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
530,171 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.0% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 24 of 49 |
| 1. | Name of reporting persons:
GSO Credit Alpha Associates LLC | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
939,550 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
939,550 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
939,550 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.8% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 25 of 49 |
| 1. | Name of reporting persons:
GSO Holdings I L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
1,925,444 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
1,925,444 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
1,925,444 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
3.6% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 26 of 49 |
| 1. | Name of reporting persons:
GSO Capital Partners LP | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
3,995,831 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,995,831 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
3,995,831 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
7.5% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 27 of 49 |
| 1. | Name of reporting persons:
GSO Advisor Holdings L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
3,995,831 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
3,995,831 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
3,995,831 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
7.5% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 28 of 49 |
| 1. | Name of reporting persons:
Blackstone Holdings I L.P. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
4,935,381 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
4,935,381 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
4,935,381 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
9.2% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 29 of 49 |
| 1. | Name of reporting persons:
Blackstone Holdings II L.P. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
985,894 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
985,894 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
985,894 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
1.8% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 30 of 49 |
| 1. | Name of reporting persons:
Blackstone Holdings I/II GP Inc. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
5,921,275 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
5,921,275 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
5,921,275 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
11.1% | |||||
| 12. | Type of reporting person (see instructions):
CO | |||||
13G
| CUSIP No. 93627C101 |
Page 31 of 49 |
| 1. | Name of reporting persons:
The Blackstone Group L.P. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
5,921,275 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
5,921,275 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
5,921,275 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
11.1% | |||||
| 12. | Type of reporting person (see instructions):
PN | |||||
13G
| CUSIP No. 93627C101 |
Page 32 of 49 |
| 1. | Name of reporting persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
Delaware | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
5,921,275 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
5,921,275 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
5,921,275 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
11.1% | |||||
| 12. | Type of reporting person (see instructions):
OO | |||||
13G
| CUSIP No. 93627C101 |
Page 33 of 49 |
| 1. | Name of reporting persons:
Stephen A. Schwarzman | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
5,921,275 | ||||
| 6. | Shared voting power:
0 | |||||
| 7. | Sole dispositive power:
5,921,275 | |||||
| 8. | Shared dispositive power:
0 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
5,921,275 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
11.1% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
13G
| CUSIP No. 93627C101 |
Page 34 of 49 |
| 1. | Name of reporting persons:
Bennett J. Goodman | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
5,921,272 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
5,921,272 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
5,921,272 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
11.1% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
13G
| CUSIP No. 93627C101 |
Page 35 of 49 |
| 1. | Name of reporting persons:
J. Albert Smith III | |||||
| 2. | Check the appropriate box if a member of a group
(a) ☐ (b) ☒ | |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization:
United States | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
| 6. | Shared voting power:
5,921,272 | |||||
| 7. | Sole dispositive power:
0 | |||||
| 8. | Shared dispositive power:
5,921,272 | |||||
| 9. |
Aggregate amount beneficially owned by each reporting person:
5,921,272 | |||||
| 10. | Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions)
☐ | |||||
| 11. | Percent of class represented by amount in Row (9):
11.1% | |||||
| 12. | Type of reporting person (see instructions):
IN | |||||
| Item 1. | (a) | Name of Issuer | ||||
| Warrior Met Coal, Inc. (the “Company”) | ||||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||||
| 16243 Highway 216 | ||||||
| Brookwood, AL 35444 | ||||||
| Item 2(a). | Name of Person Filing | |||||
| Item 2(b). | Address of Principal Business Office | |||||
| Item 2(c). | Citizenship | |||||
| (i) | GSO Special Situations Fund LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| Citizenship: State of Delaware | ||||||
| (ii) | GSO SSOMF Locomotive Blocker Ltd. | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| Citizenship: Cayman Islands | ||||||
| (iii) | Steamboat Locomotive Blocker Ltd. | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Cayman Islands | ||||||
| (iv) | GSO ADGM Locomotive Blocker Ltd. | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Cayman Islands | ||||||
| (v) | GSO Special Situations Overseas Master Fund Ltd. | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Cayman Islands, British West Indies | ||||||
| (vi) | GSO Palmetto Opportunistic Investment Partners LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (vii) | GSO Credit-A Partners LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (viii) | Steamboat Credit Opportunities Intermediate Fund LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Cayman Islands, British West Indies | ||||||
| (ix) | GSO Coastline Credit Partners LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (x) | GSO Cactus Credit Opportunities Fund LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xi) | GSO Aiguille des Grands Montets Fund I LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Ontario, Canada | ||||||
| (xii) | GSO Aiguille des Grands Montets Fund II LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Ontario, Canada | ||||||
| (xiii) | GSO Aiguille des Grands Montets Fund III LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Ontario, Canada | ||||||
| (xiv) | GSO Churchill Partners LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: Cayman Islands, British West Indies | ||||||
| (xv) | GSO Credit Alpha Fund AIV-2 LP | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xvi) | FS Global Credit Opportunities Fund | |||||
| 201 Rouse Boulevard | ||||||
| Philadelphia, PA 19112 | ||||||
| Citizenship: State of Delaware | ||||||
| (xvii) | FS Global Advisor, LLC | |||||
| 201 Rouse Boulevard | ||||||
| Philadelphia, PA 19112 | ||||||
| Citizenship: State of Delaware | ||||||
| (xviii) | Michael C. Forman | |||||
| 201 Rouse Boulevard | ||||||
| Philadelphia, PA 19112 | ||||||
| Citizenship: United States | ||||||
| (xix) | David J. Adelman | |||||
| 201 Rouse Boulevard | ||||||
| Philadelphia, PA 19112 | ||||||
| Citizenship: United States | ||||||
| (xx) | GSO Churchill Associates LLC | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxi) | GSO Credit-A Associates LLC | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxii) | GSO Palmetto Opportunistic Associates LLC | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxiii) | GSO Credit Alpha Associates LLC | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxiv) | GSO Holdings I L.L.C. | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxv) | GSO Capital Partners LP | |||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxvi) | GSO Advisor Holdings L.L.C. | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxvii) | Blackstone Holdings I L.P. | |||||
| c/o The Blackstone Group L.P. | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxviii) | Blackstone Holdings II L.P. | |||||
| c/o The Blackstone Group L.P. | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxix) | Blackstone Holdings I/II GP Inc. | |||||
| c/o The Blackstone Group L.P. | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxx) | The Blackstone Group L.P. | |||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxxi) | Blackstone Group Management L.L.C. | |||||
| c/o The Blackstone Group L.P. | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: State of Delaware | ||||||
| (xxxii) | Stephen A. Schwarzman | |||||
| c/o The Blackstone Group L.P. | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: United States | ||||||
| (xxxiii) | Bennett J. Goodman | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: United States | ||||||
| (xxxiv) | J. Albert Smith III | |||||
| c/o GSO Capital Partners LP | ||||||
| 345 Park Avenue | ||||||
| New York, NY 10154 | ||||||
| Citizenship: United States | ||||||
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
GSO Special Situations Fund LP (“Special Situations Fund”), GSO SSOMF Locomotive Blocker Ltd. (“SSOMF Fund”), Steamboat Locomotive Blocker Ltd. (“Steamboat Fund”), GSO ADGM Locomotive Blocker Ltd. (“ADGM Fund”), GSO Cactus Credit Opportunities Fund LP (“Cactus Fund”), GSO Churchill Partners LP (“Churchill Fund”), GSO Coastline Credit Partners LP (“Coastline Fund”), GSO Credit-A Partners LP (“Credit-A Fund”), GSO Palmetto Opportunistic Investment Partners LP (“Palmetto Fund”), GSO Credit Alpha Fund AIV-2 LP (“COCA AIV-2 Fund”, and collectively with Special Situations Fund, SSOMF Fund, Steamboat Fund, ADGM Fund, Cactus Fund, Churchill Fund, Coastline Fund, Credit-A Fund and Palmetto Fund, the “GSO Funds”) and FS Global Credit Opportunities Fund (“FS Fund”) directly hold the securities reported herein.
FS Global Advisor, LLC (“FS Advisor”) serves as the investment adviser of FS Fund, and in that respect holds discretionary investment authority for it. Michael C. Forman is Chief Executive Officer and a Manager of FS Advisor. David J. Adelman is a Manager of FS Advisor. As a result of the foregoing, each of Messrs. Forman and Adelman are control persons of FS Advisor.
GSO Special Situations Overseas Master Fund Ltd. is the sole shareholder of SSOMF Fund. Steamboat Credit Opportunities Intermediate Fund LP is the sole shareholder of Steamboat Fund. GSO Aiguille des Grands Montets Fund I LP, GSO Aiguille des Grands Montets Fund II LP and GSO Aiguille des Grands Montets Fund III LP are the shareholders of ADGM Fund. GSO Churchill Associates LLC is the general partner of Churchill Fund. GSO Credit-A Associates LLC is the general partner of Credit-A Fund. GSO Palmetto Opportunistic Associates LLC is the general partner of Palmetto Fund. GSO Credit Alpha Associates LLC is the general partner of COCA AIV-2 Fund. GSO Holdings I L.L.C. is the managing member of each of GSO Churchill Associates LLC, GSO Credit-A Associates LLC, GSO Palmetto Opportunistic Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings I L.P. is the managing member of GSO Holdings I L.L.C. with respect to the shares beneficially owned by GSO Credit Alpha Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to shares beneficially owned by GSO Churchill Associates LLC, GSO Credit-A Associates LLC and GSO Credit Palmetto Opportunistic Associates LLC.
GSO Capital Partners LP is the investment manager or advisor with respect to the shares of Issuer common stock held by Special Situations Fund, SSOMF Fund, Steamboat Fund, ADGM Fund, Cactus Fund and Coastline Fund. Additionally, GSO Capital Partners LP acts as the non-discretionary investment sub-adviser to, and votes at the direction of, FS Advisor with respect to the securities held by FS Fund. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.
Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed or who are otherwise party to the Joint Filing Agreement (as filed hereto as Exhibit 1) constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(d). | Title of Class of Securities: | |||||
| Common Stock, par value $0.01 per share (“Common Stock”) | ||||||
| Item 2(e). | CUSIP Number: 93627C101 | |||||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||
| Not Applicable. | ||||||
| Item 4. | Ownership. | |||||
| (a) | Amount beneficially owned: | |||||
| Each of the Reporting Persons may be deemed to be the beneficial owner of the shares listed on such Reporting Person’s respective reporting page. | ||||||
| As of December 31, 2017, (i) Special Situations Fund directly held 1,661,877 shares of Common Stock, (ii) SSOMF Fund directly held 1,466,215 shares of Common Stock, (iii) Steamboat Fund directly held 168,955 shares of Common Stock, (iv) ADGM Fund directly held 191,190 shares of Common Stock, (v) Cactus Fund directly held 353,325 shares of Common Stock, (vi) Churchill Fund directly held 401,575 shares of Common Stock, (vii) Coastline Fund directly held 154,269 shares of Common Stock, (viii) Credit-A Fund directly held 54,148 shares of Common Stock, (ix) Palmetto Fund directly held 530,171 shares of Common Stock, (x) COCA AIV-2 Fund directly held 939,550 shares of Common Stock, and (xi) FS Fund directly held 604,551 shares of Common Stock. | ||||||
| (b) | Percent of class: | |||||
| Calculations of the percentage of Common Stock beneficially owned assumes that there are a total of 53,446,284 shares of Common Stock outstanding as of November 6, 2017, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2017. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of the total number of outstanding shares of Common Stock as listed on such Reporting Person’s respective reporting page. | ||||||
| (c) | Number of Shares as to which the Reporting Person has: | |||||
| (i) | Sole power to vote or to direct the vote: | |||||
| See Item 5 of each cover page. | ||||||
| (ii) | Shared power to vote or to direct the vote: | |||||
| See Item 6 of each cover page. | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||||
| See Item 7 of each cover page. | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||||
| See Item 8 of each cover page. | ||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | ||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||
| Not applicable. | ||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||||
| Not applicable. | ||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||
| See Item 2(c). | ||||||
| Item 9. | Notice of Dissolution of Group. | |||||
| Not applicable. | ||||||
| Item 10. | Certification. | |||||
| Not applicable. | ||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
| GSO SPECIAL SITUATIONS FUND LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO SSOMF LOCOMOTIVE BLOCKER LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| STEAMBOAT LOCOMOTIVE BLOCKER LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO ADGM LOCOMOTIVE BLOCKER LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD. | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS L.P. | ||
| By: GSO Palmetto Opportunistic Associates LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT-A PARTNERS L.P. | ||
| By: GSO Credit-A Associates LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| STEAMBOAT CREDIT OPPORTUNITIES INTERMEDIATE FUND LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Warrior Met Coal, Inc. – Schedule 13G]
| GSO COASTLINE CREDIT PARTNERS L.P. | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CACTUS CREDIT OPPORTUNITIES FUND LP | ||
| By: GSO Capital Partners LP, its investment advisor | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO AIGUILLE DES GRANDS MONTETS FUND I LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO AIGUILLE DES GRANDS MONTETS FUND II LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO AIGUILLE DES GRANDS MONTETS FUND III LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Warrior Met Coal, Inc. – Schedule 13G]
| GSO CHURCHILL PARTNERS LP | ||
| By: GSO Capital Partners LP, its investment advisor | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT ALPHA FUND AIV-2 LP | ||
| By: GSO Credit Alpha Associates LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| FS GLOBAL CREDIT OPPORTUNITIES FUND | ||
| By: | /s/ Michael C. Forman | |
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| FS GLOBAL ADVISOR, LLC | ||
| By: | /s/ Michael C. Forman | |
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| MICHAEL C. FORMAN | ||
| By: | /s/ Michael C. Forman | |
| Name: | Michael C. Forman | |
| DAVID J. ADELMAN | ||
| By: | /s/ David J. Adelman | |
| Name: | David J. Adelman | |
[Warrior Met Coal, Inc. – Schedule 13G]
| GSO CHURCHILL ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT-A ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT ALPHA ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO HOLDINGS I L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| GSO CAPITAL PARTNERS LP | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO ADVISOR HOLDINGS L.L.C. | ||
| By: Blackstone Holdings I L.P., its sole member | ||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS I L.P. | ||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS II L.P. | ||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Warrior Met Coal, Inc. – Schedule 13G]
| BLACKSTONE HOLDINGS I/II GP INC. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP L.P. | ||
| By: Blackstone Group Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Warrior Met Coal, Inc. – Schedule 13G]
| STEPHEN A. SCHWARZMAN | ||
| By: | /s/ Stephen A. Schwarzman | |
| Name: | Stephen A. Schwarzman | |
| BENNETT J. GOODMAN | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
| J. ALBERT SMITH III | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
[Warrior Met Coal, Inc. – Schedule 13G]
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 14, 2018, among the Reporting Persons | |
| Exhibit B | Power of Attorney, dated June 8, 2010, granted by Bennett J. Goodman in favor of Marisa Beeney. | |
| Exhibit C | Power of Attorney, dated June 8, 2010, granted by J. Albert Smith in favor of Marisa Beeney. | |
Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of GSO Special Situations Fund LP, GSO SSOMF Locomotive Blocker Ltd., Steamboat Locomotive Blocker Ltd., GSO ADGM Locomotive Blocker Ltd., GSO Cactus Credit Opportunities Fund LP, GSO Churchill Partners LP, GSO Coastline Credit Partners LP, GSO Credit-A Partners LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Special Situations Overseas Master Fund Ltd., Steamboat Credit Opportunities Intermediate Fund LP, GSO Aiguille des Grands Montets Fund I LP, GSO Aiguille des Grands Montets Fund II LP, GSO Aiguille des Grands Montets Fund III LP, GSO Credit Alpha Fund AIV-2 LP, FS Global Credit Opportunities Fund, FS Global Advisor, LLC, Michael C. Forman, David J. Adelman, GSO Churchill Associates LLC, GSO Credit-A Associates LLC, GSO Palmetto Opportunistic Associates LLC, GSO Credit Alpha Associates LLC, GSO Holdings I L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., GSO Capital Partners LP, GSO Advisor Holdings L.L.C., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C., Stephen A. Schwarzman, Bennett J. Goodman and J. Albert Smith III, on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to shares of Common Stock of Warrior Met Coal, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Dated: February 14, 2018
| GSO SPECIAL SITUATIONS FUND LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO SSOMF LOCOMOTIVE BLOCKER LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| STEAMBOAT LOCOMOTIVE BLOCKER LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO ADGM LOCOMOTIVE BLOCKER LTD. | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD. | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS L.P. | ||
| By: GSO Palmetto Opportunistic Associates LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT-A PARTNERS L.P. | ||
| By: GSO Credit-A Associates LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| STEAMBOAT CREDIT OPPORTUNITIES INTERMEDIATE FUND LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Warrior Met Coal, Inc. – Joint Filing Agreement]
| GSO COASTLINE CREDIT PARTNERS L.P. | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CACTUS CREDIT OPPORTUNITIES FUND LP | ||
| By: GSO Capital Partners LP, its investment advisor | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO AIGUILLE DES GRANDS MONTETS FUND I LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO AIGUILLE DES GRANDS MONTETS FUND II LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO AIGUILLE DES GRANDS MONTETS FUND III LP | ||
| By: GSO Capital Partners LP, its investment manager | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Warrior Met Coal, Inc. – Joint Filing Agreement]
| GSO CHURCHILL PARTNERS LP | ||
| By: GSO Capital Partners LP, its investment advisor | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT ALPHA FUND AIV-2 LP | ||
| By: GSO Credit Alpha Associates LLC, its general partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| FS GLOBAL CREDIT OPPORTUNITIES FUND | ||
| By: | /s/ Michael C. Forman | |
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| FS GLOBAL ADVISOR, LLC | ||
| By: | /s/ Michael C. Forman | |
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| MICHAEL C. FORMAN | ||
| By: | /s/ Michael C. Forman | |
| Name: | Michael C. Forman | |
| DAVID J. ADELMAN | ||
| By: | /s/ David J. Adelman | |
| Name: | David J. Adelman | |
[Warrior Met Coal, Inc. – Joint Filing Agreement]
| GSO CHURCHILL ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT-A ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO PALMETTO OPPORTUNISTIC ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO CREDIT ALPHA ASSOCIATES LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO HOLDINGS I L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| GSO CAPITAL PARTNERS LP | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO ADVISOR HOLDINGS L.L.C. | ||
| By: Blackstone Holdings I L.P., its sole member | ||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS I L.P. | ||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE HOLDINGS II L.P. | ||
| By: Blackstone Holdings I/II GP Inc., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Warrior Met Coal, Inc. – Joint Filing Agreement]
| BLACKSTONE HOLDINGS I/II GP INC. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| THE BLACKSTONE GROUP L.P. | ||
| By: Blackstone Group Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
[Warrior Met Coal, Inc. – Joint Filing Agreement]
| STEPHEN A. SCHWARZMAN | ||
| By: | /s/ Stephen A. Schwarzman | |
| Name: | Stephen A. Schwarzman | |
| BENNETT J. GOODMAN | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
| J. ALBERT SMITH III | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Attorney-in-Fact | |
[Warrior Met Coal, Inc. – Joint Filing Agreement]
Exhibit B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt Funds Management LLC and each of their affiliates or entities advised by me, GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt Funds Management LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June, 2010.
| /s/ BENNETT J. GOODMAN |
| Bennett J. Goodman |
Exhibit C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt Funds Management LLC and each of their affiliates or entities advised by me, GSO Capital Partners LP, GSO Capital Advisors LLC or GSO / Blackstone Debt Funds Management LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June, 2010.
| /s/ J. ALBERT SMITH III |
| J. Albert Smith III |