Core Viewpoint - Ramaco Resources, Inc. plans to offer $300 million in convertible senior notes due 2031, with an option for underwriters to purchase an additional $45 million to cover over-allotments, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior, unsecured obligations of Ramaco, accruing interest payable semi-annually starting May 1, 2026, and maturing on November 1, 2031 [2]. - Holders can convert the notes under certain conditions, with Ramaco having the option to settle conversions in cash, shares of Class A common stock, or a combination of both [3]. - The notes can be redeemed by Ramaco starting November 6, 2028, if the stock price exceeds 130% of the conversion price for a specified period [4]. Group 2: Repurchase and Use of Proceeds - In the event of a "fundamental change," noteholders may require Ramaco to repurchase their notes for cash at the principal amount plus accrued interest [5]. - Ramaco intends to use part of the net proceeds for capped call transactions and the remainder for developing rare earth elements and critical minerals projects, strategic growth opportunities, and general corporate purposes [6]. Group 3: Capped Call Transactions - Ramaco plans to enter into capped call transactions to reduce potential dilution of its Class A common stock upon conversion of the notes [7]. - The capped call transactions will be subject to anti-dilution adjustments and are expected to offset potential cash payments required upon conversion [7]. Group 4: Concurrent Delta Offering - Goldman Sachs and Morgan Stanley will conduct a concurrent delta offering of Ramaco's Class A common stock to facilitate hedging transactions for purchasers of the notes [11]. - The completion of the notes offering is contingent on the completion of the concurrent delta offering, and no new shares will be issued in this offering [11]. Group 5: Company Overview - Ramaco Resources, Inc. operates in metallurgical coal and is developing projects in rare earth elements and critical minerals, with offices in Kentucky, West Virginia, and Wyoming [14].