Ramaco Resources, Inc S-3, filed Nov 19, 2021
Ramaco Resources, Inc. (METC)
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
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Delaware
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38-4018838
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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Lexington, Kentucky 40507
(859) 244-7455
Chairman and Chief Executive Officer
250 West Main Street, Suite 1800
Lexington, Kentucky 40507
(859) 244-7455
Kirkland & Ellis LLP
609 Main Street
Houston, TX 77002
(713) 836-3334
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class of Securities to be Registered(1)(2)
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Amount
to be Registered |
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
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| Primary Offering: | | | | | | | | | | | | | |
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Common Stock, Preferred Stock, Depositary Shares(3), Debt Securities, Warrants and Rights
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(4)(5)
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$300,000,000.00(5)(6)
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$27,810.00(5)
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| Secondary Offering: | | | | | | | | | | | | | |
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Common Stock
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5,631,349
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$65,661,529.34(7)
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$6,086.83(7)
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![[MISSING IMAGE: lg_ramacoresources-4c.jpg]](/stocks/metc/documents/f8c90789-d5ca-48ca-ae35-73f02b141d59/asset/lg_ramacoresources-4c.jpg)
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Page
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| | | | | II-1 | | | |
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Name of Beneficial Owner
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Shares of Common Stock
Beneficially Owned Prior to the Offering |
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Shares of Common Stock
Registered Hereunder for Sale |
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Shares of Common Stock
Beneficially Owned After the Offering(3) |
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Number
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Percent
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Number
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Percent
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Energy Capital Partners Mezzanine Opportunities Fund, LP(4)
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| | | | 222,634 | | | | | | 0.5% | | | | | | 222,634 | | | | | | 0 | | | | | | 0% | | |
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Energy Capital Partners Mezzanine Opportunities Fund A, LP(4)
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| | | | 4,423,181 | | | | | | 10.0% | | | | | | 4,423,181 | | | | | | 0 | | | | | | 0% | | |
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ECP Mezzanine B (Ramaco IP), LP(4)
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| | | | 985,534 | | | | | | 2.2% | | | | | | 985,534 | | | | | | 0 | | | | | | 0% | | |
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SEC registration fee
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| | | $ | 27,810 | | |
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Printing expenses
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| | | | 30,000 | | |
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Accounting fees and expenses
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| | | | 25,000 | | |
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Engineering fees and expenses
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| | | | 3,000 | | |
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Legal fees and expenses
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Miscellaneous
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| | | | 2,000 | | |
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Total
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| | | | | Ramaco Resources, Inc. | | |||
| | | | | By: | | |
/s/ Randall W. Atkins
Randall W. Atkins
Chairman, Chief Executive Officer and Director |
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Signature
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Title
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Date
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/s/ Randall W. Atkins
Randall W. Atkins
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Chairman, Chief Executive Officer and Director (Principal Executive Officer)
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November 19, 2021
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/s/ Jeremy R. Sussman
Jeremy R. Sussman
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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November 19, 2021
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/s/ Bryan H. Lawrence
Bryan H. Lawrence
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Director
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November 19, 2021
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/s/ Richard M. Whiting
Richard M. Whiting
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Director
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November 19, 2021
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/s/ Patrick C. Graney, III
Patrick C. Graney, III
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Director
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November 19, 2021
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/s/ Jennifer Gray
Jennifer Gray
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Director
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November 19, 2021
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Signature
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Title
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Date
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/s/ C. Lynch Christian III
C. Lynch Christian III
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Director
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November 19, 2021
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/s/ Peter Leidel
Peter Leidel
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Director
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November 19, 2021
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/s/ Mahmud Riffat
Mahmud Riffat
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Director
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November 19, 2021
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/s/ David E. K. Frischkorn, Jr.
David E. K. Frischkorn, Jr.
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Director
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November 19, 2021
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/s/ E. Forrest Jones, Jr.
E. Forrest Jones, Jr.
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Director
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November 19, 2021
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Exhibit 5.1
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609 Main Street Houston, TX 77002 United States
+1 713 836 3600
www.kirkland.com |
Facsimile: | |
November 19, 2021
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Ramaco Resources, Inc. 250 West Main Street, Suite 1800 |
| Re: | Ramaco Resources, Inc. Registration Statement on Form S-3 |
We are issuing this opinion in our capacity as special counsel to Ramaco Resources, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission on or about November 19, 2021 (the “Registration Statement”) of (i) unsecured debt securities, which may be either senior (the “Senior Debt Securities”) or subordinated (the “Subordinated Debt Securities”), and which may be convertible into shares of common stock, par value $0.01 per share (“Common Stock”) of the Company (the “Convertible Debt Securities,” and, together with the Senior Debt Securities and the Subordinated Debt Securities, the “Debt Securities”); (ii) warrants to purchase Debt Securities (the “Debt Warrants”); (iii) shares of Common Stock; (iv) warrants to purchase shares of Common Stock (the “Common Stock Warrants”); (v) warrants to purchase shares of preferred stock (the “Preferred Stock Warrants”), (vi) warrants to purchase depositary shares (the “Depositary Shares Warrants”), (vii) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), (viii) depositary shares (the “Depositary Shares”); (ix) rights to purchase Common Stock (the “Rights”) and (x) 5,631,349 shares of Common Stock (the “Secondary Shares”) to be sold by certain stockholders named in the Registration Statement (the “Selling Stockholders”). The Debt Securities, Debt Warrants, Common Stock, Common Stock Warrants, Preferred Stock Warrants, Depositary Shares Warrants, Preferred Stock, Depositary Shares, Rights and Secondary Shares (collectively, the “Securities”) may be issued by the Company (other than the Secondary Shares) either together or separately in connection with an offering or offerings from time to time pursuant to the Registration Statement and will be offered on terms set forth in the Registration Statement and in the prospectus contained in the Registration Statement (the “Prospectus”) and in amounts, at prices and on other terms to be determined by the Company at the time of offering and to be set forth in an amendment or amendments to the Registration Statement and the Prospectus and in one or more supplements to the Prospectus (each, a “Prospectus Supplement”).
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Ramaco Resources, Inc.
November 19, 2021
Page 2
The Debt Securities specified as Senior Debt Securities in the applicable Prospectus Supplement will be issued under an Indenture, dated as of July 13, 2021 (such Indenture, as amended or supplemented from time to time, the “Senior Indenture”), between the Company and Wilmington Savings Fund Society, FSB, as Trustee. The Debt Securities specified as Subordinated Debt Securities in the applicable Prospectus Supplement will be issued under an Indenture the form of which is filed as an exhibit to a Prospectus Supplement (such Indenture, as amended or supplemented from time to time, the “Subordinated Indenture”). The Subordinated Indenture will be executed by the Company and a trustee to be named and qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), prior to the offering of any Subordinated Debt Securities. The executed Subordinated Indenture will be filed prior to the issuance of such Subordinated Debt Securities in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company. Each series of Debt Warrants will be issued under a warrant agreement (each, a “Debt Warrant Agreement”), to be filed prior to the issuance of such Debt Warrants in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company, to be executed by the Company and a warrant agent or agents to be named by the Company prior to the offering of any Debt Warrants of such series. Each series of Common Stock Warrants will be issued under a warrant agreement (each, a “Common Stock Warrant Agreement”), to be filed prior to the issuance of such Common Stock Warrants in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company, to be executed by the Company and a warrant agent or agents to be named by the Company prior to the offering of any Common Stock Warrants of such series. Each series of Preferred Stock Warrants will be issued under a warrant agreement (each, a “Preferred Stock Warrant Agreement”), to be filed prior to the issuance of such Preferred Stock Warrants in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company, to be entered by the Company and a warrant agent or agents to be named by the Company prior to the offering of any Preferred Stock Warrants of such series. Each series of Depositary Shares Stock Warrants will be issued under a warrant agreement (each, a “Depositary Shares Warrant Agreement”), to be filed prior to the issuance of such Depositary Shares Warrants in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company, to be entered by the Company and a warrant agent or agents to be named by the Company prior to the offering of any Depositary Shares Warrants of such series. Each series of Rights will be issued under a separate rights agreement (each, a “Rights Agreement”) to be filed prior to the issuance of such Rights in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to ta Current Report on Form 8-K of the Company, to be entered into between the Company and a bank or trust company, as rights agent.
Ramaco Resources, Inc.
November 19, 2021
Page 3
The Registration Statement provides that the Company may sell the Securities registered thereby (i) to or through underwriters, (ii) directly to one or more other purchasers or (iii) through agents. The applicable Prospectus Supplement with respect to the Securities offered will set forth the terms of the offering of such Securities, including the name or names of any underwriters, dealers or agents, the purchase price of such Securities and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts, commissions or concessions allowed or reallowed or paid to dealers. If underwriters are used in an offering of Securities registered by the Registration Statement, the Registration Statement anticipates that the Company will sell such Securities pursuant to the terms of an underwriting agreement to be executed between the Company and underwriters that will be identified in the applicable Prospectus Supplement. We have for purposes of this letter reviewed the preliminary form of the underwriting agreement to be filed in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company and we have assumed for purposes of this letter that the terms of the Underwriting Agreement will fall within the scope of the authorization adopted by the Company’s Board of Directors and will receive the approvals required by that Board authorization. The term “Underwriting Agreement” is used in this letter to mean an underwriting agreement in the form in which it will be actually executed by the Company and the underwriters with respect to a particular underwritten offering of Securities registered by the Registration Statement. We have also assumed for purposes of this letter that the terms of any other agreement providing for the sale of Securities registered by the Registration Statement (other than by means of an underwritten offering), including a distribution agreement to be filed prior to a particular offering of Securities registered by the Registration Statement in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company, to be executed by the Company and an appropriate party or parties that will be identified in the applicable Prospectus Supplement, will fall within the scope of the authorization adopted by the Company’s Board of Directors and will receive the approvals required by that Board authorization. The term “Other Agreement” is used in this letter to mean an agreement providing for the sale of Securities registered by the Registration Statement (other than by means of an underwritten offering) in the form in which it will be actually executed by the Company and the appropriate party or parties with respect to a particular offering or offerings of Securities registered by the Registration Statement. The term “Agreement” is used in this letter to mean either an Underwriting Agreement or an Other Agreement. The terms “Registered Senior Debt Securities,” “Registered Subordinated Debt Securities,” “Registered Debt Warrants,” “Registered Common Stock,” “Registered Common Stock Warrants,” “Registered Preferred Stock Warrants,” “Registered Depositary Shares Warrants,” “Registered Preferred Stock,” “Registered Depositary Shares,” and “Registered Rights” are used in this letter to mean, respectively, the Senior Debt Securities, the Subordinated Debt Securities, the Debt Warrants, the Common Stock, the Common Stock Warrants, the Preferred Stock Warrants, the Depositary Shares Warrants, the Preferred Stock, the Depositary Shares and the Rights that are registered under the Registration Statement as initially filed and are sold by the Company under an Agreement.
Ramaco Resources, Inc.
November 19, 2021
Page 4
For purposes of this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Securities and (iii) the Registration Statement and the exhibits thereto.
For purposes of this letter, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Subject to the assumptions, qualifications and limitations identified in this letter, we advise you that in our opinion:
(1) Registered Senior Debt Securities of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms, when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize (a) the form, terms, execution and delivery of any necessary supplemental indenture or amendment to the Senior Indenture (and the Senior Indenture and any such supplemental indenture or amendment shall have been duly executed and delivered by the Company and the trustee thereunder) and (b) the form and terms of such series of Registered Senior Debt Securities, (iii) such series of Registered Senior Debt Securities shall have been issued in the form and containing the terms described in the Registration Statement, any applicable Prospectus Supplements, the Senior Indenture and such corporate action, (iv) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Senior Debt Securities shall have been filed (or transmitted for filing) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (v) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (vi) Registered Senior Debt Securities of such series shall have been duly executed and authenticated as provided in the Senior Indenture and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the applicable Agreement.
Ramaco Resources, Inc.
November 19, 2021
Page 5
(2) Registered Subordinated Debt Securities of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms, when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize (a) the form, terms, execution and delivery of the Subordinated Indenture and any necessary supplemental indenture or amendment to the Subordinated Indenture (and the Subordinated Indenture and any such supplemental indenture or amendment shall have been duly executed and delivered by the Company and the trustee thereunder) and (b) the form and terms of such series of Registered Subordinated Debt Securities, (iii) the trustee under the Subordinated Indenture shall have been qualified under the Trust Indenture Act, (iv) such series of Registered Subordinated Debt Securities shall have been issued in the form and containing the terms described in the Registration Statement, any applicable Prospectus Supplements, the Subordinated Indenture and such corporate action, (v) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Subordinated Debt Securities shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission, including the executed Subordinated Indenture, shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (vi) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (vii) Registered Subordinated Debt Securities of such series shall have been duly executed and authenticated as provided in the Senior Indenture and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the applicable Agreement.
Ramaco Resources, Inc.
November 19, 2021
Page 6
(3) Registered Debt Warrants of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize the form, terms, execution and delivery of a Debt Warrant Agreement for such series of Registered Debt Warrants, including a form of certificate evidencing such series of Registered Debt Warrants (and such Debt Warrant Agreement shall have been duly executed and delivered by the Company and the warrant agent or agents thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Debt Warrants shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission, including such Debt Warrant Agreement, shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) Registered Debt Warrants of such series are duly executed, attested and issued by duly authorized officers of the Company, countersigned by the applicable warrant agent and delivered to the purchasers thereof against payment of the agreed consideration therefor in the manner provided for in the Registration Statement, any applicable Prospectus Supplements, such Debt Warrant Agreement, the applicable Agreement and such corporate action.
(4) Shares of Registered Common Stock will be validly issued, fully paid and nonassessable when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken to authorize the issuance and sale of such Registered Common Stock, (iii) a Prospectus Supplement or Prospectus Supplements with respect to the shares of Registered Common Stock shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) appropriate certificates representing the shares of Registered Common Stock are duly executed, countersigned by the Company’s transfer agent/registrar, registered and delivered against payment of the agreed consideration therefor in accordance with the applicable Agreement.
Ramaco Resources, Inc.
November 19, 2021
Page 7
(5) Registered Common Stock Warrants of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize the form, terms, execution and delivery of a Common Stock Warrant Agreement for such series of Registered Common Stock Warrants, including a form of certificate evidencing such series of Registered Common Stock Warrants (and such Common Stock Warrant Agreement shall have been duly executed and delivered by the Company and the warrant agent or agents thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Common Stock Warrants shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission, including such Common Stock Warrant Agreement, shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) Registered Common Stock Warrants of such series are duly executed, attested and issued by duly authorized officers of the Company, countersigned by the applicable warrant agent and delivered to the purchasers thereof against payment of the agreed consideration therefor in the manner provided for in the Registration Statement, any applicable Prospectus Supplements, such Common Stock Warrant Agreement, the applicable Agreement and such corporate action.
(6) Registered Preferred Stock Warrants of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize the form, terms, execution and delivery of a Preferred Stock Warrant Agreement for such series of Registered Preferred Stock Warrants, including a form of certificate evidencing such series of Registered Preferred Stock Warrants (and such Preferred Stock Warrant Agreement shall have been duly executed and delivered by the Company and the warrant agent or agents thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Preferred Stock Warrants shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission, including such Preferred Stock Warrant Agreement, shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) Registered Preferred Stock Warrants of such series are duly executed, attested and issued by duly authorized officers of the Company, countersigned by the applicable warrant agent and delivered to the purchasers thereof against payment of the agreed consideration therefor in the manner provided for in the Registration Statement, any applicable Prospectus Supplements, such Preferred Stock Warrant Agreement, the applicable Agreement and such corporate action.
Ramaco Resources, Inc.
November 19, 2021
Page 8
(7) Registered Depositary Shares Warrants of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize the form, terms, execution and delivery of a Depositary Shares Warrant Agreement for such series of Registered Depositary Shares Warrants, including a form of certificate evidencing such series of Registered Depositary Shares Warrants (and such Currency Warrant Agreement shall have been duly executed and delivered by the Company and the warrant agent or agents thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Currency Warrants shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission, including such Depositary Shares Warrant Agreement, shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) Registered Depositary Shares Warrants of such series are duly executed, attested and issued by duly authorized officers of the Company, countersigned by the applicable warrant agent and delivered to the purchasers thereof against payment of the agreed consideration therefor in the manner provided for in the Registration Statement, any applicable Prospectus Supplements, such Depositary Shares Warrant Agreement, the applicable Agreement and such corporate action.
(8) Shares of Registered Preferred Stock will be validly issued, fully paid and nonassessable when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken to authorize the issuance and sale of such Registered Preferred Stock, (iii) a Prospectus Supplement or Prospectus Supplements with respect to the shares of Registered Preferred Stock shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) appropriate certificates representing the shares of Registered Preferred Stock are duly executed, countersigned by the Company’s transfer agent/registrar, registered and delivered against payment of the agreed consideration therefor in accordance with the applicable Agreement.
Ramaco Resources, Inc.
November 19, 2021
Page 9
(9) Shares of Registered Depositary Shares will be validly issued, fully paid and nonassessable when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken to authorize the issuance and sale of such Registered Depositary Shares, (iii) a Prospectus Supplement or Prospectus Supplements with respect to the shares of Registered Depositary Shares shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) appropriate certificates representing the shares of Registered Depositary Shares are duly executed, countersigned by the Company’s transfer agent/registrar, registered and delivered against payment of the agreed consideration therefor in accordance with the applicable Agreement.
(10) Registered Rights of each series, when issued, will be binding obligations of the Company, enforceable against the Company in accordance with their terms when, as and if (i) the Registration Statement shall have become effective pursuant to the provisions of the Act, (ii) appropriate corporate action shall have been taken by the Company to authorize the form, terms, execution and delivery of a Rights Agreement for such series of Registered Rights, including a form of certificate evidencing such series of Registered Rights (and such Rights Agreement shall have been duly executed and delivered by the Company and the warrant agent or agents thereunder), (iii) a Prospectus Supplement or Prospectus Supplements with respect to such series of Registered Rights shall have been filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of the Act and any exhibits necessary under the rules and regulations of the Commission, including such Rights Agreement, shall have been filed with the Commission in an amendment to the Registration Statement or incorporated by reference into the Registration Statement pursuant to a Current Report on Form 8-K of the Company filed with the Commission, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities shall have been obtained and (v) Registered Rights of such series are duly executed, attested and issued by duly authorized officers of the Company, countersigned by the applicable warrant agent and delivered to the purchasers thereof against payment of the agreed consideration therefor in the manner provided for in the Registration Statement, any applicable Prospectus Supplements, such Rights Agreement, the applicable Agreement and such corporate action.
Ramaco Resources, Inc.
November 19, 2021
Page 10
(11) The Secondary Shares have been validly issued and are fully paid and nonassessable.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of New York and the General Corporation Law of the State of Delaware (under which the Company is incorporated).
Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit and (vii) any laws except the laws of the State of New York and the General Corporation Law of the State of Delaware. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.
For purposes of rendering our opinions expressed above, we have assumed that (i) the Registration Statement remains effective during the offer and sale of the particular Securities, (ii) the terms of the (a) the Senior Indenture, as executed or as thereafter amended, (b) the Subordinated Indenture, as executed or as thereafter amended, (c) any supplemental indenture to the Senior Indenture or the Subordinated Indenture, (d) any Debt Warrant Agreement, (e) any Common Stock Warrant Agreement, (f) any Preferred Stock Warrant Agreement, (g) any Depositary Shares Warrant Agreement and (h) Rights Agreement, each as applicable to the particular Securities, are consistent with the description of the terms of such indenture, agreement or certificate set forth in the Registration Statement and in the Prospectus, (iii) at the time of the issuance, sale and delivery of each such Security (x) the authorization of such Security by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability of such Security and (y) the issuance, sale and delivery of such Security, the terms of such Security and compliance by the Company with the terms of such Security will not violate any applicable law, any agreement or instrument then binding upon the Company (including, but not limited to, any Agreement, any supplemental indenture to the Senior Indenture or the Subordinated Indenture, any Debt Warrant Agreement, any Common Stock Warrant Agreement, any Preferred Stock Warrant Agreement, any Depositary Shares Warrant Agreement or any Rights Agreement) or any restriction imposed by any court or governmental body having jurisdiction over the Company and (iv) any revisions to the form of (a) Senior Indenture or (b) Subordinated Indenture, each filed as exhibits to the Registration Statement prior to the execution thereof, and any amendments or supplemental indentures to the Senior Indenture (as executed) or the Subordinated Indenture (as executed), will not require requalification of such indenture under the Trust Indenture Act.
Ramaco Resources, Inc.
November 19, 2021
Page 11
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Securities.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Opinion” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act of the rules and regulations of the Commission.
| Very truly yours, |
| /s/ Kirkland & Ellis LLP |
| KIRKLAND & ELLIS LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of Ramaco Resources, Inc. of our report dated February 18, 2021, with respect to the consolidated balance sheets of Ramaco Resources, Inc. as of December 31, 2020 and 2019, and the related consolidated statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 2020, which report appears in the Annual Report on Form 10-K for the year ended December 31, 2020 of Ramaco Resources, Inc.
We also consent to the reference to our firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Briggs & Veselka Co.
Briggs & Veselka Co.
Houston, Texas
November 19, 2021
Exhibit 23.2
November 19, 2021
Exhibit 23.2
Consent of Weir International, Inc.
Weir International, Inc., as independent mining engineers and geologists, hereby consents to the use by Ramaco Resources, Inc. (the “Company”) of information contained in our Industry Guide 7 compliant reserve studies relating to the proven and probable coal reserves of the Company’s Berwind, RAM Mine, Knox Creek and Elk Creek properties in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (and any amendments thereto) and incorporation by reference of such information in this Registration Statement on Form S-3. We also consent to the reference to Weir International, Inc. in those filings and any amendments thereto.
Weir International, Inc.
| /s/ Fran Taglia |
Fran X. Taglia
President
Exhibit 23.3
CONSENT OF TRUE LINE, INC.
True Line, Inc., as independent mining engineers, hereby consents to the use by Ramaco Resources, Inc. (the “Company”) of information contained in our reserves and resource studies relating to the proven and probable coal reserves of the Company’s Berwind, RAM Mine, Knox Creek and Elk Creek properties in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (and any amendments thereto) and incorporation by reference of such information in the Company’s Registration Statement on Form S-3 and any amendment thereto, including the prospectus contained therein (the “Registration Statement”). We also consent to the use of our firm’s name and reference to us as experts in the Registration Statement.
TRUE LINE, INC.
| /s/ Jim Corner |
Jim Corner, PE, PS
November 19, 2021
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨
WILMINGTON SAVINGS FUND SOCIETY, FSB
(Exact name of Trustee as specified in its charter)
| N/A | 51-0054940 |
| (Jurisdiction of incorporation of organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) |
500 Delaware Avenue, 11th Floor
Wilmington, DE 19801
(302) 792-6000
(Address of principal executive offices, including zip code)
WILMINGTON SAVINGS FUND SOCIETY
CONTROLLERS OFFICE
500 Delaware Avenue
Wilmington, DE 19801
(302) 792-6000
(Name, address, including zip code, and telephone number, including area code, of agent of service)
Ramaco Resources, Inc.
(Exact name of obligor as specified in its charter)
| Delaware | 38-4018838 |
| (State or other jurisdiction or incorporation or organization) | (I.R.S. Employer Identification No.) |
250 West Main Street, Suite 1800
Lexington, Kentucky 40507
(Address of principal executive offices, including zip code)
Debt Securities
(Title of the indenture securities)
| ITEM 1. | GENERAL INFORMATION. |
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Securities and Exchange Commission
Washington, DC 20549
Federal Reserve
District 3
Philadelphia, PA
FDIC
Washington, DC 20549
Office of the Comptroller of the Currency
New York, NY 10173
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
| ITEM 2. | AFFILIATIONS WITH THE OBLIGOR. |
If the obligor is an affiliate of the trustee, describe each affiliation:
Based upon an examination of the books and records of the trustee and information available to the trustee, the obligor is not an affiliate of the trustee.
| ITEM 16. | LIST OF EXHIBITS. |
Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.
| Exhibit 1. | A copy of the articles of association of the trustee as now in effect. |
| Exhibit 2. | A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. |
| Exhibit 3. | A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2) above. |
| Exhibit 4. | A copy of the existing bylaws of the trustee, or instruments corresponding thereto. |
| Exhibit 5. | Not applicable. |
| Exhibit 6. | The consents of United States institutional trustees required by Section 321(b) of the Act. |
| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
| Exhibit 8. | Not applicable. |
| Exhibit 9. | Not applicable. |
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Savings Fund Society, FSB, a federal savings bank organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 19th day of November, 2021.
| WILMINGTON SAVINGS FUND SOCIETY, FSB | ||
| By: | /s/ Patrick J. Healy | |
| Name: Patrick J. Healy | ||
| Title: Senior Vice President | ||
EXHIBIT 6
November 19, 2021
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, | ||
| WILMINGTON SAVINGS FUND SOCIETY, FSB | ||
| By: | /s/ Patrick J. Healy | |
| Name: Patrick J. Healy | ||
| Title: Senior Vice President | ||
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| The Trust Division of Wilmington Savings Fund Society, FSB Senior Vice President, Chief Operating Officer _______________________________ Harrison R. Gelber Senior Vice President & Trust Officer ____________________________ _____________________________ Patrick J. Healy Kristin L. Moore _____________________________ Sandy Whalen Vice President & Trust Officer _____________________________ _____________________________ Todd B. Hammond Jason B. Hill _____________________________ _____________________________ Raye Goldsborough Geoffrey J. Lewis _____________________________ _____________________________ Sandra A. Martine Jessica D. Mojica Vice President & Director of Structured Finance ______________________________ S haheen Mohajer Vice President & Transformation Manager ______________________________ Danielle Holt Vice President & Director of Tax and Trust Operations _______________________________ Leonard Jankauskas, III Vice President & Director of Trust Compliance _______________________________ Lindsey Grunes |
| The Trust Division of Wilmington Savings Fund Society, FSB Assistant Vice President & Trust Officer _____________________________ _____________________________ Heather Costello Jill DeMarco _____________________________ _____________________________ Alfred Harrison Laurence R. Hawes ______________________________ ______________________________ Peter R. Kimm Kevin Osif ______________________________ ______________________________ Mary Emily Pagano Sean M. Pearce ______________________________ ______________________________ Devon C. A. Reverdito Andrew Shields ______________________________ ______________________________ Asif Siddiq S. Amanda Wilson ______________________________ Teresa A. Zwierzyna Assistant Vice President & Cash Processing Manager _______________________________ Heidi L. Fitzpatrick Assistant Vice President, & Trust Counsel _______________________________ Lauren M. DiSchiavi, J.D. Assistant Vice President & Entity Services Manager ______________________________ Rebecca Howell |
| The Trust Division of Wilmington Savings Fund Society, FSB Trust Officer ______________________________ ______________________________ Stefani Bultena Anthony Jeffery ______________________________ ______________________________ Diane S. Mateson John McNichol _____________________________ _____________________________ James Nixon Jose Verdejo Trust Operations Officer _____________________________ _______________________________ Mary Ann Benko Scott Carita Wealth Compliance Officer _____________________________ ______________________________ John W. Bruni Janet R. Bryan Entity Services Officer ________________________________ Brian Hamilton Trust Tax Officer ________________________________ Dana Brown |
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| EXCERPT FROM THE MEETING OF THE BOARD OF DIRECTORS OF WILMINGTON SAVINGS FUND SOCIETY, FSB February 25, 2016 MINUTES A meeting of the Board of Directors of Wilmington Savings Fund Society FSB was held at 8:30 a.m. on February 25, 2016 at WSFS Bank, 500 Delaware Avenue, Wilmington, Delaware. Members Attending Members Absent Marvin N. Schoenhals None Francis B. Brake Anat Bird Charles G. Cheleden (via conference call) Jennifer Wagner Davis Donald W. Delson Eleuthère I. du Pont Calvert A. Morgan, Jr., Vice Chairman David G. Turner Mark A. Turner Also Attending Lisa Brubaker, Senior Vice President, Director of Retail Strategy Steve Clark, Senior Vice President, Corporate Banking Sharon Croft, Assistant Secretary Justin Dunn, Senior Vice President, Director of Marketing Peggy Eddens, Executive Vice President, Chief Human Capital Officer Paul Geraghty, Executive Vice President, Chief Wealth Officer Paul Greenplate, Senior Vice President, Treasurer Robert Hayman, Vice President, Director of Procurement Jenifer Jurden, Vice President, Winnovation Strategist/Engagement and Jurdy Thomas Kearney, Executive Vice President, Chief Risk Officer Rodger Levenson, Executive Vice President, Chief Commercial Banking Officer Jim Mazarakis, Executive Vice President, Operations & Technology Drew Moore, Deskside Support Associate, Operations & Technology John Olsen, Senior Vice President, General Counsel Jacob Watts, Assistant Vice President, Manager of Enterprise Risk Management (ERM) Richard Wright, Executive Vice President, Chief Retail Banking Officer Mr. Schoenhals called the meeting to order at 8:30 a.m. |
| Consent Agenda Mr. Schoenhals asked if any Board member desired to remove any item from the consent agenda to be placed on the full agenda for further discussion. There being none, he called for a motion to approve the consent agenda in its entirety; and, upon motion duly made and seconded, the following items were unanimously approved. Assistant Corporate Secretaries Revisions For the purposes of conducting the business of the company, the following individuals have been approved by the Board of Directors to serve as Assistant Corporate Secretaries and to possess a Wilmington Savings Fund Society, FSB, corporate seal to attest and seal documents in keeping with their job responsibilities and on behalf of the company. • Kim-Marie Cox, Assistant Vice President, Personal Trust Administrator – Las Vegas • Sharon Croft, Assistant Corporate Secretary • Jeffrey R. Everhart, Assistant Vice President, Team Lead, Corporate Trust • Jacqueline Green, Quality Control Specialist, Retail Loan Services • Lindsey Grunes, Trust Compliance Associate • Cherie F. Jenkins, Mortgage Processing and Documentation Supervisor • Connie Latham, Consumer Lender II • Rodger Levenson, Chief Financial Officer and Corporate Secretary • Lisa Meehan, Vice President, Group Manager, Personal Trust • Kristin Moore, Vice President, Group Manager, Corporate Trust • Patricia Nowocin, Portfolio Administrator, Private Banking • Michael Oller, Vice President, Team Lead, Corporate Trust • Debbie Reed, Executive Assistant • Paul Roughton, Loan Accounting • Joi Smith, Portfolio Administrator II • Linda Stewart, Loan Operations Manager • Michele Voshell, Loan Operations Manager I • Anjelica Willis-Lee, Assistant Vice President, Commercial Loan Documentation |
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| CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS FOR A FEDERAL SAVINGS ASSOCIATION I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that: 1. The Office of the Comptroller of the Currency, pursuant to 12 USC 5412(b)(2)(B) and 5433(a) and (b)(1), has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all federal savings associations. 2. "Wilmington Savings Fund Society, FSB," Wilmington, Delaware (Charter No. 707938), was chartered under the laws of the United States as a federal savings association and is authorized to exercise fiduciary powers under the provisions of 12 USC 1464(n). 3. This charter and the authority to exercise fiduciary powers remain in full force and effect on the date of this certification. IN TESTIMONY WHEREOF, today, September 3, 2021, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia. ________________________________________ Acting Comptroller of the Currency 2021-01046-C ____ _ ______________ _ __ _ _ __ _ __ _ _ ____________________ Acting Comptroll l ler of the Currency |
| Wilmington Savings Fund Society - FDIC Certificate Number: 17838 Submitted to CDR on 10/29/2021 at 04:38 PM Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2021 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC—Balance Sheet Dollar Amounts in Thousands Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): 1.a. 1.b. 2. Securities: 2.a. 2.b. 2.c. 3. Federal funds sold and securities purchased under agreements to resell: 3.a. 3.b. 4. Loans and lease financing receivables (from Schedule RC-C): 4.a. 4.b. 4.c. 4.d. 5. 6. 7. 8. 9. 10. 11. 12. Liabilities 13. Deposits: 13.a. 13.a.1. 13.a.2. b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase: 14.a. 14.b. 15. 16. 17. and 18. Not applicable 19. 1 Includes cash items in process of collection and unposted debits. 2 Includes time certificates of deposit not held for trading. 3 Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. 4 Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities. 5 Includes all securities resale agreements, regardless of maturity. 6 Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. 7 Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. 8 Includes noninterest-bearing, demand, time, and savings deposits. 9 Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money." 10 Includes all securities repurchase agreements, regardless of maturity. 11 Includes limited-life preferred stock and related surplus. FFIEC 041 Page 17 of 86 RC-1 RCON Amount a. Noninterest-bearing balances and currency and coin (1)........................................................................................ 0081 603,440 b. Interest-bearing balances (2)................................................................................................................................... 0071 1,405,332 a. Held-to-maturity securities (from Schedule RC-B, column A) (3)............................................................................. JJ34 92,169 b. Available-for-sale debt securities (from Schedule RC-B, column D)......................................................................... 1773 4,242,981 c. Equity securities with readily determinable fair values not held for trading (4)...................................................... JA22 0 a. Federal funds sold.................................................................................................................................................... B987 0 b. Securities purchased under agreements to resell (5,6)............................................................................................ B989 0 a. Loans and leases held for sale.................................................................................................................................. 5369 81,549 b. Loans and leases held for investment............................................................................. B528 8,019,181 c. LESS: Allowance for loan and lease losses (7)................................................................. 3123 104,871 d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c)......................................................... B529 7,914,310 5. Trading assets (from Schedule RC-D)........................................................................................................................... 3545 0 6. Premises and fixed assets (including capitalized leases)............................................................................................. 2145 237,373 7. Other real estate owned (from Schedule RC-M).......................................................................................................... 2150 2,195 8. Investments in unconsolidated subsidiaries and associated companies.................................................................... 2130 4,893 9. Direct and indirect investments in real estate ventures............................................................................................. 3656 0 10. Intangible assets (from Schedule RC-M)...................................................................................................................... 2143 525,561 11. Other assets (from Schedule RC-F) (6)......................................................................................................................... 2160 232,353 12. Total assets (sum of items 1 through 11).................................................................................................................... 2170 15,342,156 a. In domestic offices (sum of totals of columns A and C from Schedule RC-E).......................................................... 2200 12,887,880 (1) Noninterest-bearing (8)............................................................................................. 6631 4,142,796 (2) Interest-bearing......................................................................................................... 6636 8,745,084 a. Federal funds purchased (9).................................................................................................................................... B993 0 b. Securities sold under agreements to repurchase (10)............................................................................................ B995 0 15. Trading liabilities (from Schedule RC-D)...................................................................................................................... 3548 0 16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)................................................... 3190 20,972 19. Subordinated notes and debentures (11).................................................................................................................... 3200 0 Reporting Period: September 30, 2021 November 08, 2021 9:55 AM |
| Wilmington Savings Fund Society - FDIC Certificate Number: 17838 Submitted to CDR on 10/29/2021 at 04:38 PM Schedule RC—Continued Dollar Amounts in Thousands Liabilities—continued 20. 21. 22. Not applicable Equity Capital Bank Equity Capital 23. 24. 25. 26.a. 26.b. 26.c. 27.a. 27.b. 28. 29. Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external M.1. 1a = An integrated audit of the reporting institution's financial state- 3 = This number is not to be used ments and its internal control over financial reporting conducted 4 = Directors' examination of the bank conducted in accordance in accordance with the standards of the American Institute of with generally accepted auditing standards by a certified Certified Public Accountants (AICPA) or the Public Company public accounting firm (may be required by state-chartering Accounting Oversight Board (PCAOB) by an independent public authority) accountant that submits a report on the institution 5 = Directors' examination of the bank performed by other external 1b = An audit of the reporting institution's financial statements only auditors (may be required by state-chartering authority) conducted in accordance with the auditing standards of the 6 = Review of the bank's financial statements by external AICPA or the PCAOB by an independent public accountant that auditors submits a report on the institution 7 = Compilation of the bank's financial statements by external 2a = An integrated audit of the reporting institution's parent holding auditors company's consolidated financial statements and its internal con- 8 = Other audit procedures (excluding tax preparation work) trol over financial reporting conducted in accordance with the 9 = No external audit work standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) 2b = An audit of the reporting institution's parent holding com- pany's consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) To be reported with the March Report of Condition. M.2. 1 Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. 2 Includes treasury stock and unearned Employee Stock Ownership Plan shares. FFIEC 041 Page 18 of 86 RC-2 RCON Amount 20. Other liabilities (from Schedule RC-G)......................................................................................................................... 2930 461,001 21. Total liabilities (sum of items 13 through 20).............................................................................................................. 2948 13,369,853 23. Perpetual preferred stock and related surplus............................................................................................................ 3838 0 24. Common stock............................................................................................................................................................. 3230 0 25. Surplus (excludes all surplus related to preferred stock)............................................................................................ 3839 1,538,174 26. a. Retained earnings.................................................................................................................................................... 3632 451,812 b. Accumulated other comprehensive income (1)....................................................................................................... B530 (15,486) c. Other equity capital components (2)........................................................................................................................ A130 0 27. a. Total bank equity capital (sum of items 23 through 26.c)....................................................................................... 3210 1,974,500 b. Noncontrolling (minority) interests in consolidated subsidiaries........................................................................... 3000 (2,197) 28. Total equity capital (sum of items 27.a and 27.b)....................................................................................................... G105 1,972,303 29. Total liabilities and equity capital (sum of items 21 and 28)....................................................................................... 3300 15,342,156 RCON Number auditors as of any date during 2020................................................................................................................................. 6724 NR RCON Date 2. Bank's fiscal year-end date (report the date in MMDD format)...................................................................................... 8678 NR Reporting Period: September 30, 2021 November 08, 2021 9:55 AM |
