HC, LLC, EMG Coronado IV Holdings LLC and EMG Coronado Strategic LP, each of which is affiliated with The Energy & Minerals Group, collectively hold approximately 99% of the outstanding units of Coronado Group LLC. Voting and investment decisions with respect to these shares require the vote of a majority of the board of managers of Coronado Group LLC, which is currently comprised of Garold Spindler, Laura Tyson and John G. Calvert. As such, no individual member of the board of managers is deemed to be the beneficial owner of the shares of common stock held by Coronado Group LLC. The address for Coronado Group LLC is The Energy & Minerals Group, 2229 San Felipe, Suite 1300, Houston, Texas 77019.
(2)
Reflects 151,433,685 CDIs. Based upon information contained in Schedule 13G/A filed with the SEC on January 25, 2024, which specifies that AustralianSuper Pty Ltd. had sole voting power with respect to 151,433,685 CDIs. The address of AustralianSuper Pty Ltd is Level 30, 130 Lonsdale Street, Melbourne Victoria 3000, Australia.
(3)
Includes 543,011 CDIs owned and 104,960 CDIs that Mr. Spindler has the right to acquire within 60 days of April 17, 2024 through the exercise of stock options.
(4)
Reflects an indirect economic interest in 173,261 CDIs held through superannuation funds. Voting and investment power in these shares are held in the Koeck Superannuation Fund. Mr. Koeck and Pamela Edith Koeck are trustees of this fund with shared voting and investment power.
(5)
Reflects 71,582 CDIs held by JJ Discretionary Trust. Mr. Pritchard is a trustee and beneficiary of the JJ Discretionary Trust with voting and pecuniary interest.
(6)
Reflects 6,504 CDIs.
(7)
Reflects 60,201 CDIs.
(8)
Reflects 200,621 CDIs.
(9)
Reflects 103,394 CDIs.
(10)
Includes 64,625 CDIs and 8,503 CDIs that Ms. Pollard has the right to acquire within 60 days of April 17, 2024 through the exercise of stock options.
Ownership — SGI Transaction
On September 25, 2023, EMG Group, the Company’s controlling stockholder through its ownership of Coronado Group LLC, including through certain of its affiliates and managed funds, which we refer to, collectively, as the Sellers, advised the Company that it had entered into a membership interest purchase agreement, or MIPA, with Sev.en Global Investments a.s., or SGI. A copy of the MIPA has not been made available to the Company or the Special Committee referred to above as of the date of this proxy statement. However, the Company understands that, pursuant to the terms of the MIPA, the Sellers agreed to sell all of their interests in Coronado Group LLC to a wholly-owned subsidiary of SGI. We refer to the proposed transaction as the SGI Transaction. The Company also understands that, under the MIPA, the SGI Transaction is subject to customary closing conditions, including regulatory approvals in the U.S. and Australia.
The Board of Directors has appointed a Special Committee to, among other things, assess the impact and consequences of the SGI Transaction on the Company and take such actions as the Special Committee deems appropriate in connection with the SGI Transaction. The EMG Group has reported that following the closing of the SGI Transaction, the timing of which the Company is not aware, SGI will be the direct or indirect owner of Coronado Group LLC.
As described above in the beneficial ownership table, Coronado Group LLC is the direct owner of 845,061,399 CDIs (representing a beneficial interest in 84,506,140 shares of common stock, or 50.4% of the Company’s outstanding shares of common stock). In addition, Coronado Group LLC, (subject to the terms of the Amended and Restated Certificate of Incorporation dated as of October 18, 2018 of the Company, or the COI, and the Stockholder’s Agreement, dated as of September 23, 2018, between the Company and Coronado Group LLC) holds one share of preferred stock Series A, par value $0.01 per share, of the Company, or the Series A Share, which is the only share of preferred stock issued and outstanding. As holder of the Series A Share, Coronado Group LLC is, subject to the COI and Stockholder’s Agreement, is permitted to nominate and elect members of our Board of Directors in relation to the amount of the holder’s aggregate beneficial ownership of shares of our common stock.