v3.25.4
Related-Party Transactions
 12 Months Ended
Dec. 31, 2025
Related-Party Transactions [Abstract]  
Related-Party Transactions
25. Related
‑
Party Transactions
Coronado Group LLC
Under
the
Coronado
Group LLC
agreement
(as
amended,
effective
October 23,
2018),
2,900
management
incentive units were designated and authorized for issuance
to certain members of management to motivate and
retain senior
management. The
incentive units
are intended
to allow
key members
of management
to share
in
the profits
of the
Company after
certain returns
are achieved by
the equity
investors. The incentive
units constitute
“profit interests” for the benefit of senior management in
consideration of services rendered and to be rendered.
Coronado Coal LLC and Coronado II
LLC merged to form Coronado Group
LLC in July 2015. Coronado IV
LLC
was
merged
into
Coronado
Group LLC,
the
Company’s
controlling
stockholder,
on
June 30,
2016.
Under
the
updated formation agreement dated June 30, 2016, the
2,500
units issued upon the initial formation
of Coronado
Group LLC
were
replaced
by
the
new
incentive
units.
At
December
31,
2025
and
2024,
2,900
management
incentive units were outstanding.
The incentive units are comprised of three
tiers, which entitle the holders to receive
distributions from Coronado
Group LLC subordinate to the
distributions to be received
by its members. As
of December 31, 2025 and
2024,
a portion of
the authorized units
had been allocated
to various members
of the
Company’s management including
Mr. Garold Spindler,
our former CEO and current Executive Chair, who is also member of Coronado Group LLC.
Stockholder’s Agreement and Registration Rights
and Sell-Down Agreement
As of December 31,
2025, Coronado Group LLC had aggregate beneficial ownership
of
50.4
% of the Company’s
shares.
On
September 24,
2018,
Coronado
Group LLC
and
the
Company
entered
into
a
Stockholder’s
Agreement
and
a
Registration
Rights
and
Sell-Down
Agreement
which
govern
the
relationship
between
Coronado Group LLC and the Company
for so long as the funds managed
by The Energy & Minerals Group,
or
EMG Group, beneficially
own in the
aggregate at least
50
% of our
outstanding shares of
common stock (including
shares of common stock underlying CDIs), including certain governance matters relating to
the Company. Under
this Agreement, Coronado Group LLC has
the ability to require
the Company to register
its shares under the
U.S.
Securities Exchange Act
of 1934 and
to provide assistance
to Coronado Group
LLC in selling
some or all
of its
shares (including in the form of CDIs).
The Stockholder’s Agreement provides for the following:
•
Consent rights: Coronado
Group LLC (or its
successors or permitted
assigns) will have
certain consent
rights, whereby certain specified actions require approval by Coronado Group LLC prior to these actions
being undertaken;
•
Provision of
information to
Coronado Group LLC:
There are
information sharing
arrangements relating
to
the
provision
of
financial
and
other
information
by
the
Company
and
its
subsidiaries
to
Coronado
Group LLC entities, and
the Company is
required to cooperat
e
with and assist
Coronado Group LLC
in
connection with any financing (or refinancing) undertaken
by the Company;
•
Pro rata issuances:
While Coronado Group
LLC entities
beneficially own in
the aggregate
at least
10
%
of the outstanding Shares, unless Coronado Group
LLC (or its successors or permitted assigns)
agrees
otherwise, issuances of equity securities must have been offered
to the Coronado Group LLC entities in
respect of their pro rata shares,
and any equity securities to be allocated by the Company under a share
incentive plan will be sourced by purchasing them in the market
rather than by issuing them; and
•
Board rights: Coronado Group LLC has certain rights regarding the board including
the right, but not the
obligation, to designate the
Directors to be included
in the membership of
any board committee, except
to the extent that
such membership would
violate applicable securities
laws or stock exchange
or stock
market rules.
Relationship Deed
On September 24, 2018, the Company and Coronado Group LLC entered into a Relationship Deed under which
the Company provides
a number of indemnities
in favor of Coronado
Group LLC, including in
relation to certain
matters related
to its ASX
initial public
offering, or
Australian IPO,
and also certain
guarantees that
have in the
past been
provided
or arranged
by Coronado
Group LLC
and
its affiliates
in support
of Company
obligations.
Under the Relationship Deed, Coronado Group LLC
also agrees to indemnify the Company in relation
to certain
Australian IPO-related matters and reimburse certain costs.