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Filing Details

Accession Number:: 0001140361-18-007203
Form Type:: 13G Filing
Publication Date:: 2018-02-13 16:47:54

Filed By:: Kkr Credit Advisors (us) Llc
Company:: Warrior Met Coal Inc. (NYSE:HCC)
Filing Date:: 2018-02-13
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
KKR Credit Advisors (US)	4,071,745	0	4,071,745
Kohlberg Kravis Roberts Co	4,071,745	0	4,071,745
KKR Management Holdings	4,071,745	0	4,071,745
KKR Management Holdings Corp	4,071,745	0	4,071,745
KKR Group Holdings	4,071,745	0	4,071,745
KKR Group Limited	4,071,745	0	4,071,745
KKR Co	4,071,745	0	4,071,745
KKR Management	4,071,745	0	4,071,745
Henry R. Kravis	0	4,071,745	0
George R. Roberts	0	4,071,745	0

Filing

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

1	NAME OF REPORTING PERSON

	KKR Credit Advisors (US) LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	Kohlberg Kravis Roberts & Co. L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	KKR Management Holdings L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	KKR Management Holdings Corp.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	KKR Group Holdings L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	KKR Group Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	KKR & Co. L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	KKR Management LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		6	SHARED VOTING POWER
			0

		7	SOLE DISPOSITIVE POWER
			4,071,745

		8	SHARED DISPOSITIVE POWER
			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	Henry R. Kravis

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			4,071,745

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

13G

CUSIP No. 93627C101

1	NAME OF REPORTING PERSON

	George R. Roberts

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			4,071,745

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			4,071,745

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,071,745

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)
	7.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

STATEMENT ON SCHEDULE 13G

Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of Warrior Met Coal, Inc. (the “Issuer”).

Item 1.

(a)

Name of Issuer:

Warrior Met Coal, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

16243 Highway 216, Brookwood, Alabama 35444

Item 2.

(a)

Name of Person Filing:

KKR Credit Advisors (US) LLC

Kohlberg Kravis Roberts & Co. L.P.

KKR Management Holdings L.P.

KKR Management Holdings Corp.

KKR Group Holdings L.P. (“KKR Group Holdings”)

KKR Group Limited (“KKR Group”)

KKR & Co. L.P. (“KKR & Co.”)

KKR Management LLC (“KKR Management”)

Henry R. Kravis

George R. Roberts

(b)

Address of Principal Business Office, or, if none, Residence:

The principal business office for all persons filing (other than KKR Credit Advisors (US) LLC and George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The principal business office for KKR Credit Advisors (US) LLC is:

KKR Credit Advisors (US) LLC

555 California Street, 50th Floor

San Francisco, CA 94104

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(c)

Citizenship:

See Item 4 of each cover page.

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share.

(e)

CUSIP Number:

93627C101

Item 3.

Not applicable.

Item 4

Ownership.

(a)

Amount beneficially owned:

KKR Credit Advisors (US) LLC serves as an investment advisor of funds or client accounts that hold 4,071,745 shares of Common Stock, or 7.6% of the outstanding shares of Common Stock based on 53,446,284 shares of Common Stock outstanding as of November 6, 2017, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 9, 2017.

Each of Kohlberg Kravis Roberts & Co. L.P. (as the sole member of KKR Credit Advisors (US) LLC); KKR Management Holdings L.P. (as the general partner of Kohlberg Kravis Roberts & Co. L.P.); KKR Management Holdings Corp. (as the general partner of KKR Management Holdings L.P.); KKR Group Holdings (as the sole shareholder of KKR Management Holdings Corp.); KKR Group (as the general partner of KKR Group Holdings); KKR & Co. (as the sole shareholder of KKR Group); and KKR Management (as the general partner of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR Credit Advisors (US) LLC.

Kohlberg Kravis Roberts & Co. L.P., KKR Management Holdings L.P., KKR Management Holdings Corp., KKR Group Holdings, KKR Group, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the designated members of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held in funds or client accounts for which KKR Credit Advisors (US) LLC serves as an investment advisor but disclaim beneficial ownership of such securities.

(b)

Percent of class:

See Item 4(a) above.

(c)

Number of shares as to which the 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.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the funds or client accounts that hold shares or of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2018

	KKR CREDIT ADVISORS (US) LLC

	By:	/s/ Jeffrey Van Horn
	Name:	Jeffrey Van Horn
	Title:	Vice President

	KOHLBERG KRAVIS ROBERTS & CO. L.P.

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR MANAGEMENT HOLDINGS L.P.
	By: KKR Management Holdings Corp., its general partner

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR MANAGEMENT HOLDINGS CORP.

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR GROUP HOLDINGS L.P.
	By: KKR Group Limited, its general partner

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Director

	KKR GROUP LIMITED

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Director

	KKR & CO. L.P.
	By: KKR Management LLC, its general partner

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	KKR MANAGEMENT LLC

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact for William J. Janetschek,
		Chief Financial Officer

	HENRY R. KRAVIS

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact

	GEORGE R. ROBERTS

	By:	/s/ Terence P. Gallagher
	Name:	Terence P. Gallagher
	Title:	Attorney-in-fact

EXHIBITS

Exhibit Number		Title

1		Joint Filing Agreement, dated as of February 13, 2018, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

2		Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek