UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 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): January 7, 2016
Rhino Resource Partners
LP
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation or organization) |
001-34892 (Commission File Number) |
27-2377517 (IRS Employer Identification No.) |
424 Lewis Hargett Circle, Suite 250
Lexington, Kentucky 40503
(Address of principal executive office) (Zip Code)
(859) 389-6500
(Registrants’ telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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 5.01 Changes in Control of Registrant.
On January 7, 2016, Royal Energy Resources, Inc. (OTCBB: ROYE) (“Royal”) and Wexford Capital LP (“Wexford”) entered into a binding term sheet agreement (“Term Sheet”) whereby Royal will acquire 6,769,112 issued and outstanding common units representing limited partner interests of Rhino Resource Partners LP (OTCQB: RHNO) (the “Partnership”) currently owned by Wexford. The binding Term Sheet also includes the acquisition by Royal at a later date of all of the issued and outstanding membership interests of Rhino GP LLC, the general partner of the Partnership, as well as 9,455,252 issued and outstanding subordinated units representing limited partner interests of the Partnership currently owned by Wexford. Pursuant to the executed binding Term Sheet, Royal and Wexford agree to negotiate definitive agreements to finalize the contemplated transactions described above no later than January 15, 2016.
ITEM 7.01 Regulation FD Disclosure.
The Partnership issued a press release on January 7, 2016, announcing the execution of the Term Sheet. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
ITEM 9.01 Financial Statements and Exhibits.
| (d) Exhibits | ||
| 99.1 | Press release dated January 7, 2016 | |
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.
| RHINO RESOURCE PARTNERS LP | |||
| By: | Rhino GP LLC, | ||
| Its General Partner | |||
| Dated: January 12, 2016 | By: | /s/ Whitney C. Kegley | |
| Name: Whitney C. Kegley | |||
| Title: Vice President, Secretary and General Counsel | |||
EXHIBIT INDEX
| 99.1 | Press release dated January 7, 2016 |
EXHIBIT 99.1
Rhino Resource Partners LP Announces Agreement for Royal Energy Resources, Inc. to Acquire from Wexford Capital LP Certain Limited Partnership Interests and Entire General Partner Membership Interest
Lexington, KY, Jan. 07, 2016 (GLOBE NEWSWIRE) -- Rhino Resource Partners LP (OTCQB: RHNO) (“Rhino” or the “Partnership”) announced today that a binding term sheet agreement (“Term Sheet”) has been completed between Royal Energy Resources, Inc. (“Royal”) and Wexford Capital LP (“Wexford”) where Royal will acquire 6,769,112 issued and outstanding common units of the Partnership currently owned by Wexford. The binding Term Sheet also includes the acquisition by Royal at a later date of all of the issued and outstanding membership interests of Rhino GP LLC, the general partner of Rhino, as well as 9,455,252 issued and outstanding subordinated units of the Partnership currently owned by Wexford. Pursuant to the executed binding Term Sheet, Royal and Wexford agree to negotiate definitive agreements to finalize the contemplated transactions described above no later than January 15, 2016.
Joe Funk, President and Chief Executive Officer of Rhino’s general partner, stated, “We look forward to the opportunity to work with Royal once the contemplated transactions are complete. Royal brings additional resources which, when combined with the Rhino platform, provide us with the capability to strategically grow the Partnership as we move forward. Royal’s insight and market strategies will provide us with opportunities to grow our cash flow in the future so that we can deliver optimal value to our unitholders. We appreciate Wexford’s contributions to Rhino as they have been a long-term supportive sponsor since they formed our original operating company in 2003.”
About Rhino Resource Partners LP
Rhino Resource Partners LP is a diversified energy limited partnership that is focused on coal and energy related assets and activities, including energy infrastructure investments. Rhino produces metallurgical and steam coal in a variety of basins throughout the United States and it leases coal through its Elk Horn subsidiary. Additional information regarding Rhino is available on its web site – RhinoLP.com.
Forward Looking Statements
Except for historical information, statements made in this press release are “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Rhino expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are based on Rhino’s current expectations and beliefs concerning future developments and their potential effect on Rhino’s business, operating results, financial condition and similar matters. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting Rhino will turn out as Rhino anticipates. Whether actual results and developments in the future will conform to expectations is subject to significant risks, uncertainties and assumptions, many of which are beyond Rhino’s control or ability to predict. Therefore, actual results and developments could materially differ from Rhino’s historical experience, present expectations and what is expressed, implied or forecast in these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: Rhino’s inability to obtain additional financing necessary to fund its capital expenditures, meet working capital needs and maintain and grow its operations or its inability to obtain alternative financing upon the expiration of its credit facility; Rhino’s future levels of indebtedness, liquidity and compliance with debt covenants; sustained depressed levels of or decline in coal prices, which depend upon several factors such as the supply of domestic and foreign coal, the demand for domestic and foreign coal, governmental regulations, price and availability of alternative fuels for electricity generation and prevailing economic conditions; declines in demand for electricity and coal; current and future environmental laws and regulations, which could materially increase operating costs or limit Rhino’s ability to produce and sell coal; extensive government regulation of mine operations, especially with respect to mine safety and health, which imposes significant actual and potential costs; difficulties in obtaining and/or renewing permits necessary for operations; the availability and prices of competing electricity generation fuels; a variety of operating risks, such as unfavorable geologic conditions, adverse weather conditions and natural disasters, mining and processing equipment unavailability, failures and unexpected maintenance problems and accidents, including fire and explosions from methane; poor mining conditions resulting from the effects of prior mining; the availability and costs of key supplies and commodities such as steel, diesel fuel and explosives; fluctuations in transportation costs or disruptions in transportation services, which could increase competition or impair Rhino’s ability to supply coal; a shortage of skilled labor, increased labor costs or work stoppages; Rhino’s ability to secure or acquire new or replacement high-quality coal reserves that are economically recoverable; material inaccuracies in Rhino’s estimates of coal reserves and non-reserve coal deposits; existing and future laws and regulations regulating the emission of sulfur dioxide and other compounds, which could affect coal consumers and reduce demand for coal; federal and state laws restricting the emissions of greenhouse gases; Rhino’s ability to acquire or failure to maintain, obtain or renew surety bonds used to secure obligations to reclaim mined property; Rhino’s dependence on a few customers and its ability to find and retain customers under favorable supply contracts; changes in consumption patterns by utilities away from the use of coal, such as changes resulting from low natural gas prices; changes in governmental regulation of the electric utility industry; Rhino’s ability to successfully diversify its operations into other non-coal natural resources; disruption in supplies of coal produced by contractors operating Rhino’s mines; defects in title in properties that Rhino owns or losses of any of its leasehold interests; Rhino’s ability to retain and attract senior management and other key personnel; material inaccuracy of assumptions underlying reclamation and mine closure obligations; and weakness in global economic conditions.
Other factors that could cause Rhino’s actual results to differ from its projected results are described in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Rhino undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, unless required by law.
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Scott Morris
+1 859.519.3622
smorris@rhinolp.com