8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 22, 2011

ALLIANCE RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	0-26823	73-1564280
(State or other jurisdiction of incorporation or organization)	Commission File No.:	(IRS Employer Identification No.)

1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119

(Address of principal executive offices and zip code)

(918) 295-7600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 Regulation FD Disclosure

On September 22, 2011, Alliance Resource Partners, L.P. issued a press release announcing that it has entered into a transaction with White Oak Resources, LLC and related entities to support the development of a longwall mining operation currently under construction near McLeansboro, in Hamilton County, Illinois and its intention to engage in an investor conference call to discuss the development project. A copy of the press release announcing the development project is furnished as Exhibit 99.1 hereto and the slide presentation to be presented in connection with such conference call is furnished as Exhibit 99.2 hereto.

The information being furnished pursuant to Item 7.01 of this Form 8-K and in Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise be subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Alliance Resource Partners, L.P. press release.

99.2 Alliance Resource Partners, L.P. presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Alliance Resource Partners, L.P.
By:	Alliance Resource Management GP, LLC,
	its managing general partner
By:	/s/ Joseph W. Craft III
	Joseph W. Craft III
	President and Chief Executive Officer

Date: September 22, 2011

EX-99.1

Exhibit 99.1

PRESS RELEASE

CONTACT: Brian L. Cantrell Alliance Resource Partners, L.P. 1717 South Boulder Avenue, Suite 400 Tulsa, Oklahoma 74119 (918) 295-7673

ALLIANCE RESOURCE PARTNERS, L.P.

Announces Transaction with White Oak Resources, LLC Supporting Development of Illinois Basin Coal Reserves

TULSA, OKLAHOMA, September 22, 2011 – Alliance Resource Partners, L.P. (NASDAQ: ARLP) today announced that it has entered into a transaction with White Oak Resources, LLC and related entities (collectively “WOR”) to support the development of a longwall mining operation currently under construction near McLeansboro, in Hamilton County, Illinois. The transaction features several components, including a preferred equity investment, the acquisition and leaseback of reserves and surface rights, a coal handling and services agreement, and a backstop equipment financing facility. Including an initial investment at closing of $69.5 million, ARLP currently expects its total investment in the project in a range of $400.0 - $525.0 million to be funded over the next three to four years. ARLP plans to utilize current cash balances, availability under its revolving credit facility and future cash flow from existing operations to fund its participation in the White Oak project.

“Strategically, Alliance’s participation in this new, low-cost longwall operation further expands our investment in the growing Illinois Basin coal market,” said Joseph W. Craft III, President and Chief Executive Officer of ARLP. “This venture allows ARLP to partner with the White Oak team in the development of this new mine and, if future market conditions warrant, the opportunity to participate in additional longwall mines within White Oak’s extensive reserve base. Moreover, through the use of our MLP structure and strong balance sheet, we are able to generate attractive long-term recurring cash flows for Alliance.”

White Oak Details

WOR is a privately-owned company which intends to develop and operate Mine No. 1 as a longwall mining operation to access approximately 200 million tons from the Herrin No. 6 coal seam. Construction of Mine No. 1 is underway and WOR currently anticipates longwall production will begin in the 2014 timeframe, depending on timing of slope construction and initial mine development. Once the longwall is in operation, WOR currently estimates Mine No. 1 will produce approximately 6.0 – 6.5 million tons of coal annually, which WOR intends to market in the domestic and export thermal coal markets.

Transaction Details

ARLP’s investment in the White Oak project is comprised of the following components:

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• Coal reserves – ARLP has committed $140.0 million to acquire and fund development of 200 million tons of coal reserves related to Mine No. 1. At closing, ARLP acquired approximately 100 million tons of leased and fee coal reserves and will acquire the remaining coal reserves in a series of follow-on transactions. ARLP will lease the acquired coal reserves back to WOR in exchange for a royalty income stream.

• Coal handling facilities, preparation plant and surface facilities – ARLP has committed up to $110.0 million to acquire surface rights and construct the coal handling, preparation plant, rail and coal loading facilities necessary to support Mine No.1. ARLP will operate these surface facilities and serve as the sole provider of coal preparation and handling services and will receive a throughput fee on all feedstock coal. A portion of ARLP’s $110.0 million commitment will be used by WOR to build the office, bathhouse and other surface facilities, which will be constructed and operated by WOR.

• Preferred equity investment – ARLP has committed to invest a minimum $150 million, up to a maximum $275 million, for a preferred equity interest in WOR. ARLP’s preferred equity interest in WOR will have the right to distributions of essentially all distributable cash generated by WOR until ARLP has achieved a specified internal rate of return on its invested equity capital. Thereafter, ARLP will have an ongoing equity participation right to 20% to 40% of the distributable cash generated by WOR, depending on the total amount of equity capital provided by ARLP.

In addition, ARLP has agreed to provide WOR with a backstop equipment financing facility for up to $100 million, until such time as WOR is able to obtain third-party financing for the acquisition of equipment related to the development of Mine No. 1.

ARLP expects the transaction will be accretive to its earnings and distributable cash flow once longwall production begins at the new White Oak mine.

During 2011, ARLP is expecting to fund approximately $100.0 to $115.0 million of its commitments to the White Oak project, including its initial investment at closing. Reflecting the anticipated funding for the White Oak project and current estimates for existing operations, ARLP is adjusting guidance for 2011 total capital expenditures, including maintenance capital expenditures, to a range of $420.0 to $475.0 million.

ARLP was advised on this transaction by Stoll Keenon Ogden, PLLC, Vinson & Elkins, LLP, and Wells Fargo Securities, LLC. WOR was advised by Evercore Partners, Inc. and Shearman & Sterling, LLP.

A conference call regarding ARLP’s investment in the White Oak project is scheduled for tomorrow morning at 9:00 a.m. Eastern. To participate in the conference call, dial (800) 706-7748 and provide pass code 97036713. International callers should dial (617) 614-3473 and provide the same pass code. Investors may also listen to the call and view a slide presentation related to the transaction via the Investor Relations section of ARLP’s website at http://www.arlp.com.

An audio replay of the conference call will be available for approximately one week. To access the audio replay, dial (888) 286-8010 and provide pass code 88707856. International callers should dial (617) 801-6888 and provide the same pass code.

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This announcement is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b), with 100% of the partnership’s distributions to foreign investors attributable to income that is effectively connected with a United States trade or business. Accordingly, ARLP’s distributions to foreign investors are subject to federal income tax withholding at the highest applicable tax rate.

About Alliance Resource Partners, L.P.

ARLP is a diversified producer and marketer of coal to major United States utilities and industrial users. ARLP, the nation’s first publicly traded master limited partnership involved in the production and marketing of coal, is currently the fourth largest coal producer in the eastern United States with mining operations in the Illinois Basin, Northern Appalachian and Central Appalachian coal producing regions. ARLP operates nine mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia and is also constructing new mining complexes in Indiana and West Virginia. In addition, ARLP operates a coal loading terminal on the Ohio River at Mount Vernon, Indiana.

News, unit prices and additional information about ARLP, including filings with the Securities and Exchange Commission, are available at http://www.arlp.com. For more information, contact the investor relations department of ARLP at (918) 295-7674 or via e-mail at investorrelations@arlp.com.

***

The statements and projections used throughout this release are based on current expectations. These statements and projections are forward-looking, and actual results may differ materially. These projections do not include the potential impact of any mergers, acquisitions or other business combinations that may occur after the date of this release. At the end of this release, we have included more information regarding business risks that could affect our results.

FORWARD-LOOKING STATEMENTS: With the exception of historical matters, any matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. These risks, uncertainties and contingencies include, but are not limited to, the following: changes in competition in coal markets and our ability to respond to such changes; changes in coal prices, which could affect our operating results and cash flows; risks associated with the expansion of our operations and properties; the impact of recent health care legislation; deregulation of the electric utility industry or the effects of any adverse change in the coal industry, electric utility industry, or general economic conditions; dependence on significant customer contracts, including renewing customer contracts upon expiration of existing contracts; changing global economic conditions or in industries in which our customers operate; liquidity constraints, including those resulting from any future unavailability of financing; customer bankruptcies, cancellations or breaches to existing contracts, or other failures to perform; customer delays, failure to take coal under contracts or defaults in making payments; adjustments made in price, volume or terms to existing coal supply agreements; fluctuations in coal demand, prices and availability due to labor and transportation costs and disruptions, equipment availability, governmental regulations, including those related to carbon dioxide emissions, and other factors; legislation, regulatory and court decisions and interpretations thereof, including issues related to climate change and miner health and safety; our productivity levels and margins earned on our coal sales; unexpected changes in raw material costs; unexpected changes in the availability of skilled labor; our ability to maintain satisfactory relations with our employees; any unanticipated increases in labor costs, adverse changes in work rules, or unexpected cash payments or projections associated with post-mine reclamation and workers’ compensation claims; any unanticipated increases in transportation costs and risk of transportation delays or interruptions; greater than

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expected environmental regulation, costs and liabilities; a variety of operational, geologic, permitting, labor and weather-related factors; risks associated with major mine-related accidents, such as mine fires, or interruptions; results of litigation, including claims not yet asserted; difficulty maintaining our surety bonds for mine reclamation as well as workers’ compensation and black lung benefits; difficulty in making accurate assumptions and projections regarding pension, black lung benefits and other post-retirement benefit liabilities; coal market’s share of electricity generation, including as a result of environmental concerns related to coal mining and combustion and the cost and perceived benefits of alternative sources of energy, such as natural gas, nuclear energy and renewable fuels; uncertainties in estimating and replacing our coal reserves; a loss or reduction of benefits from certain tax credits; and, difficulty obtaining commercial property insurance, and risks associated with our participation (excluding any applicable deductible) in the commercial insurance property program.

Additional information concerning these and other factors can be found in ARLP’s public periodic filings with the Securities and Exchange Commission (“SEC”), including ARLP’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 28, 2011 with the SEC. Except as required by applicable securities laws, ARLP does not intend to update its forward-looking statements.

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EX-99.2

Alliance Resource Partners, L.P.

White Oak Transaction

Conference Call

September 23, 2011

Exhibit 99.2

2

This presentation contains forward-looking statements and information that are based

on the beliefs of Alliance Resource Partners, L.P. and Alliance Holdings GP, L.P. (the

“Partnerships”) and those of their respective general partners (the “General Partners”),

as well as assumptions made by and information currently available to them.  When

used in this presentation, words such as “anticipate,”

“project,”

“expect,”

“plan,”

“goal,”

“forecast,”

“intend,”

“could,”

“believe,”

“may,”

and similar expressions and statements

regarding the plans and objectives of the Partnerships for future operations, are

intended to identify forward-looking statements.

Although the Partnerships and their General Partners believe that such expectations

reflected in such forward-looking statements are reasonable at the time such statements

are made, neither the Partnerships nor the General Partners can give assurances that

such expectations will prove to be correct. Such statements are subject to a variety of

risks, uncertainties and assumptions.  If one or more of these risks or uncertainties

materialize, or if underlying assumptions prove incorrect, actual results may vary

materially from those the Partnerships anticipated, estimated, projected or expected.

The

Partnerships

have

no

obligation

to

publicly

update

or

revise

any

forward-looking

statement, whether as a result of new information, future events

or otherwise.

Forward-Looking Statements

The Alliance Strategy for Success

3

Create Sustainable Growth in Cash Flow and Deliver

Consistent Growth in Unitholder Distributions

Focus on ~

Expanding market opportunities

Low cost producing regions

High return organic development projects

Disciplined acquisitions

Transaction provides ARLP with sustainable 

long-term cash flow growth

Expanding market opportunities

Enhances ARLP’s investment in growing Illinois Basin demand

Provides ARLP exposure to growing export coal markets

Low cost producing regions

Adds a substantial reserve base ideal for low cost longwall operations

Multiple transportation options provides efficient market access

High return organic development projects

Structure provides organic development type returns with lower risk profile

Opportunity to participate in multiple longwall operations

Disciplined acquisitions

Funded with current cash, credit facility and cash flow from existing operations

Structure provides consistent, long term cash flows from minimum

royalty/throughput payments and preferred distributions

White Oak Strategic Rationale

4

Hamilton County, IL

Herrin #6 coal seam

200 million tons of recoverable

reserves in Mine No. 1

11,800 Btu, 4.5# SO

2

Access to the Evansville          

Western Railway

Connects to ARLP’s Mount

Vernon River Terminal

Connects to CN, CSX and         

NS  rail carriers

White Oak Reserve Overview

5

White Oak Transaction Structure

6

7

Coal Keeps the Lights On