TMCR Discloses Full Terms of $140M Convertible Notes, $25M Term Loan, and Doubled Mesabi Royalty
TMCR sits 28% above its 52-week low of $4.9.
Summary
TMCR filed the full terms of its $140M convertible notes, $25M term loan, and Macquarie warrants, plus the share consideration for doubling its Mesabi royalty to 2.0%.
Key Events · Financing and Capital Events · TMCR
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$140M Convertible Notes at 37.5% Premium
Issued $140.035M of 8.00% Convertible Senior Secured Second Lien Notes due 2031 at 95% of par. Initial conversion price of $8.66 per share (115.4401 shares per $1,000), a 37.5% premium to the $6.30 reference price. Interest is 6% cash + 2% PIK until Sept 2027, then 7% cash + 1% PIK until Sept 2028, then 8% cash thereafter.
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$25M Macquarie Term Loan and Warrants
Entered a $25.0M senior secured first lien term loan with Macquarie Bank at Adjusted Term SOFR + 4.00% margin, maturing 24 months from closing with a 12-month extension option. Issued 500,000 warrants to Macquarie at $8.6625 exercise price, 5-year term.
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Doubled Mesabi Royalty to 2.0%
Completed acquisition of the Additional 1.0% Mesabi royalty for $105.0M cash (net $95.0M after $10.0M deposit credit) plus $27.5M in shares at $6.30 (4,365,079 shares) issued to MIUSA. Total royalty interest now 2.0%.
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Covenants and Security
Notes are secured on a second-priority basis by substantially all assets, including a second-priority mortgage over the Mesabi royalty interests. Covenants require $5.0M minimum unrestricted cash and a 1.20x interest coverage ratio commencing Dec 31, 2027. Term loan is first-priority secured.
Analysis · TMCR · Energy & Transportation
This 6-K lays out the complete terms of the $140.035M convertible note offering, the $25M Macquarie term loan, and the 500,000 warrants issued to Macquarie — all priced at a 37.5% premium to the $6.30 reference price. The notes carry an 8.00% coupon with PIK interest, second-lien security, and covenants including a $5.0M minimum cash balance and a 1.20x interest coverage ratio starting Dec 31, 2027. As part of the Additional Royalty consideration, the company also issued 4,365,079 shares at $6.30 to MIUSA. The financing structure is highly leveraged — $165M in new debt against a ~$407M market cap — and the conversion feature at $8.66 creates potential future dilution of roughly 16.2M shares if fully converted.
How filings like this one have moved
In the 30 days to Sep 14, 2026, 35.8% of the 1045 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.43%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, TMCR was trading at $6.25 on NASDAQ in the Energy & Transportation sector, with a market capitalization of approximately $406.7M. The 52-week trading range was $4.90 to $21.38. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.