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): April 3, 2017

ALLIANCE RESOURCE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		73-1564280
(State or other jurisdiction of incorporation or organization)	Commission File No.: 0-26823	(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 7.01Regulation FD Disclosure.

On April 3, 2017, Alliance Resource Partners, L.P. ("ARLP") announced that Alliance Resource Operating Partners, L.P. ("AROP"), a subsidiary of ARLP, and AROP’s wholly owned subsidiary, Alliance Resource Finance Corporation ("Finance Corp" and together with AROP, the "Issuers"), subject to market conditions, intend to offer $500 million in aggregate principal amount of senior unsecured notes due 2025 in a private placement to eligible purchasers (the “Notes Offering”).

In connection with the Notes Offering, ARLP disclosed certain information to prospective investors in a preliminary offering memorandum dated April 3, 2017 (the "Preliminary Offering Memorandum"). Pursuant to Regulation FD, ARLP is furnishing such information as Exhibit 99.1, including the Preliminary Financial Results for the Three Months Ended March 31, 2017 as disclosed in the Preliminary Offering Memorandum.

The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being "furnished" and shall not be deemed to be "filed" by ARLP for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond ARLP's control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although ARLP believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

ITEM 8.01.    Other Information.

A copy of the press release announcing the Notes Offering is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information in Item 8.01, including Exhibit 99.2, of this Current Report on Form 8-K is being "furnished" and shall not be deemed to be "filed" by ARLP for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

2

Item 9.01.    Financial Statements and Exhibits.

Exhibits.

Exhibit Number		Description
	99.1	Additional information regarding ARLP and the Notes Offering
	99.2	Press Release dated April 3, 2017

3

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 hereunto 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: April 3, 2017

4

EX-99.1

Exhibit 99.1

Coal market overview

We produce predominantly thermal coal, which is used by power plants to generate electricity. Over the past several years, low natural gas prices and coal over-supply have led to depressed coal prices and decreased coal consumption in the United States. In 2016, Henry Hub natural gas prices hit an all-time low of approximately $1.49 / MMBtu, but rebounded to approximately $3.76 / MMBtu in December 2016 before settling at approximately $3.00/MMBtu by the end of March 2017 due to milder winter weather conditions in the United States. As natural gas prices increased throughout 2016, electrical utilities drew down on their coal inventories, which we believe helped to contribute to renewed coal demand. Coupled with significant supply curtailments, improved supply and demand balance and increased export demand growth resulted in higher coal prices. According to Wood Mackenzie, the outlook for natural gas shows positive fundamentals, with the natural gas market currently showing the tightest supply / demand balance in several years despite the warm winter. We believe rising natural gas prices should continue to support higher coal prices in the United States.

On the regulatory front, a new U.S. Presidential administration has already begun to provide regulatory relief to the coal industry. Notably, the Clean Power Plan (“CPP”), first proposed by the Environmental Protection Agency (“EPA”) in 2014, put significant limitations on carbon dioxide emissions from coal-burning power plants. While there has been significant uncertainty regarding the CPP after the U.S. Supreme Court put a stay on the EPA enforcing the rule in February 2016, the current U.S. Presidential administration issued an executive order on March 28, 2017 (the “Energy Independence Executive Order”) instructing the EPA to review the CPP for consistency with the policy set forth in the Energy Independence Executive Order and, if appropriate, to suspend, revise or rescind the CPP. It also lifted the short term moratorium on new coal mining on U.S. federal lands, which had been implemented by the previous U.S. Presidential administration. Additionally, in early February 2017, the U.S. Senate and House of Representatives repealed the Stream Protection Rule by the Congressional Review Act. While the outcome or impact of these executive and legislative actions remain uncertain, they have alleviated some degree of regulatory uncertainty for the U.S. coal industry. We believe that these actions, along with other potential initiatives from the U.S. Presidential administration, create coal demand growth potential in the U.S. and in our primary markets.

Coal is expected to remain one of the largest sources of energy in the U.S. going forward. In its recent January 2017 Annual Energy Outlook (“AEO”), the U.S. Energy Information Administration (“EIA”) estimated that coal made up approximately 30% of total U.S. electricity generation in 2016, and coal’s share would increase to approximately 32% in 2025 in its “No CPP” case which assumes CPP is rescinded. This compares to natural gas’ share of 35% of total U .S. electricity generation in 2016, decreasing to 28% in 2025 in its “No CPP” case. In addition, the EIA forecasts that the Illinois Basin, which makes up the majority of our production, will benefit the most from this growth. According to the Mine Safety and Health Administration (“MSHA”), Illinois Basin production was 98 million tons in 2016. In its AEO Reference Case without CPP, the EIA forecasted Illinois Basin production to grow to 150 million tons in 2025 (an increase of 52.1%). As the largest coal producer in the Illinois Basin, we are well positioned to capture this increased growth.

Credit Agreement

On January 27, 2017, our intermediate partnership entered into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) with various financial institutions for a revolving credit facility and term loan (the “Credit Facility”). The Credit Agreement provides for a $776.5 million revolving credit facility, reducing to approximately $479.8 million on May 23, 2017, including a sublimit of $125 million for the issuance of letters of credit and a sublimit of $15.0 million for swingline borrowings, and for a term loan with a remaining principal balance of $50.0 million. The Credit Facility is a secured facility and guaranteed by most of the intermediate partnership’s subsidiaries. The Credit Facility matures in May 2019, subject to certain conditions related to other of our outstanding debt that if not fulfilled could cause the acceleration of the Credit Agreement to May 2017. The term loan under the Credit Facility matures in May 2017.

As of April 3, 2017, we have received lender commitments to enter into an amendment (the “Amendment”) to the Credit Agreement that governs our Credit Facility. The Amendment would, among other things, extend the

maturity date with respect to approximately $460.5 million of the revolving credit facility to May 2021, eliminate the conditions referred to in the preceding paragraph to prevent our Credit Facility from maturing earlier than scheduled, improve certain of the financial covenants contained in the Credit Agreement in a manner that is more favorable to us, eliminate the requirement we maintain a certain level of mineable coal reserves and further limit the intermediate partnership’s subsidiaries’ ability to incur unsecured debt directly as a borrower, with an exception for the co-issuer in this offering. The effectiveness of the Amendment is conditioned upon the completion of this offering and repayment of our $145 million outstanding Series B Senior Notes.

Preliminary financial results for the three months ended March 31, 2017

Based upon our preliminary analysis, for the three months ended March 31, 2017, we currently expect revenues in a range of approximately $445 million to $460 million, net income in a range of approximately $100 million to $110 million and EBITDA and Adjusted EBITDA in a range of approximately $175 million to $185 million. These amounts compare with $406.3 million of revenue, $47.3 million of net income and $135.8 million of EBITDA and Adjusted EBITDA that we reported for the first quarter of 2016.

EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and by external users of our financial statements such as investors, commercial banks, research analysts and others. We believe that the presentation of EBITDA and Adjusted EBITDA provides useful information to investors regarding our performance and results of operations because EBITDA and Adjusted EBITDA, when used in conjunction with related GAAP financial measures, (i) provide additional information about our core operating performance and ability to generate and distribute cash flow, (ii) provide investors with the financial analytical framework upon which we base financial, operational, compensation and planning decisions and (iii) present measurements that investors, rating agencies and debt holders have indicated are useful in assessing us and our results of operations.

We present EBITDA and Adjusted EBITDA because, among other reasons, we believe it provides meaningful supplemental information about our operating performance that is not required by or presented in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered as an alternative to net income, operating profit, revenues or any other performance measures derived in accordance with GAAP as measures of our operating performance. See “Summary historical financial and operating data” for a discussion of some of these limitations and the definition of EBITDA and Adjusted EBITDA.

The following table presents a reconciliation of GAAP “Net Income” to non-GAAP EBITDA and Adjusted EBITDA.

	Three months ended March 31, 2017 estimated(1)	Three months ended March 31, 2016 actual
	(in thousands)
Net Income.................................................................................	$ 105,000	$ 47,308
Depreciation, depletion and amortization .........................................	67,575	80,883
Interest expense, net.....................................................................	7,465	7,839
Capitalized interest .......................................................................	(50)	(227)
Income tax (benefit) expense...........................................................	10	(9)
EBITDA .........................................................................................	180,000	135,794
Asset impairment charge...............................................................	—	—
Acquisition gain, net.......................................................................	—	—
Debt extinguishment costs .............................................................	—	—
Adjusted EBITDA...........................................................................	$ 180,000	$ 135,794

Note: (1) March 31, 2017 estimate is based on midpoint of the range for the preliminary financial results.

Our financial statements for the quarter ended March 31, 2017 are not yet available. We have prepared the preliminary financial data for the first quarter of 2017 based on the most current information available to management. Our normal financial reporting processes with respect to this preliminary financial data have not been fully completed, and thus our actual financial results could be different from this preliminary financial data, and any differences could be material. The preliminary financial data included in this offering memorandum has been prepared by, and is the responsibility of, management. Ernst & Young LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. You are cautioned not to place undue reliance on these estimates. This information is a summary of preliminary financial data and should be read in conjunction with the “Risk Factors” and our historical financial statements and accompanying notes included in this offering memorandum.

Other disclosure excerpts

For the year ended December 31, 2016, our top 13 customers represented approximately 86% of tons sold and 85% of revenue, with no customer representing more than 15% of revenue.

We have from time to time previously discussed and may discuss in the future various transactions that would result in a simplification of our capital structure. To date, these discussions have been evaluative only and no proposals have been made. Future evaluation, if undertaken, will involve significant uncertainties, including the timing and substance of any tax reform legislation, as well as general industry and market conditions. Accordingly we can provide no assurance that any simplification of our capital structure will occur, nor the timing or structure of such transaction if pursued.

As of March 28, 2017, we had $92.8 million of cash and cash equivalents. As of March 28, 2017, we had $230.0 million of outstanding borrowings under our revolving credit facility.

EX-99.2

Exhibit 99.2

PRESS RELEASE

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

ALLIANCE RESOURCE PARTNERS, L.P.

Announces $500 Million Offering of Senior Notes

TULSA, OKLAHOMA—April 3, 2017—Alliance Resource Partners, L.P. (NASDAQ: ARLP) ("ARLP") announced today that Alliance Resource Operating Partners, L.P. ("AROP"), a subsidiary of ARLP, and AROP’s wholly owned subsidiary, Alliance Resource Finance Corporation ("Finance Corp" and together with AROP, the "Issuers"), subject to market conditions, intend to offer $500 million in aggregate principal amount of senior unsecured notes due 2025 in a private placement to eligible purchasers.

AROP expects to use a portion of the net proceeds from the offering to repay borrowings outstanding under its revolving credit facility and term loan, a portion of the net proceeds to repay outstanding Series B senior notes due 2018 and the remainder of the net proceeds for general corporate purposes.

The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any other jurisdiction. Thus, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes are offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S of the Securities Act. The notes will not be listed on any securities exchange or automated quotation system.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of an offering memorandum.

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 second largest coal producer in the eastern United States with mining operations in the Illinois Basin and Appalachian coal producing regions.

ARLP currently operates eight mining complexes in Illinois, Indiana, Kentucky, Maryland and West Virginia. ARLP also operates a coal loading terminal on the Ohio River at Mount Vernon, Indiana. 

-MORE-

Cautionary Note Concerning Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent ARLP’s expectations or beliefs concerning future events, and it is possible that the results described in this news release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of ARLP's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, ARLP does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for ARLP to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in ARLP’s filings with the SEC, including, but not limited to, ARLP’s Annual Report on Form 10-K for the year ended December 31, 2016 and Current Reports on Form 8-K. The risk factors and other factors noted in ARLP’s SEC filings could cause actual results to differ materially from those contained in any forward-looking statement.

-END-