0001140361-23-027067.txt : 20230526 0001140361-23-027067.hdr.sgml : 20230526 20230526174158 ACCESSION NUMBER: 0001140361-23-027067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230526 FILED AS OF DATE: 20230526 DATE AS OF CHANGE: 20230526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ciner Enterprises Inc. CENTRAL INDEX KEY: 0001656707 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36062 FILM NUMBER: 23970523 BUSINESS ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY, SUITE 2500 STREET 2: FULTON COUNTY CITY: ATLANTA STATE: GA ZIP: 30328-7108 BUSINESS PHONE: 770 375 2300 MAIL ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY, SUITE 2500 STREET 2: FULTON COUNTY CITY: ATLANTA STATE: GA ZIP: 30328-7108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ciner Turgay CENTRAL INDEX KEY: 0001656362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36062 FILM NUMBER: 23970519 MAIL ADDRESS: STREET 1: PASALIMANI CADDESI, NO 73 STREET 2: 34670 PASALIMANI, USKUDAR CITY: ISTANBUL STATE: W8 ZIP: 34670 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Akkan Enerji ve Madencilik Anonim Sirketi CENTRAL INDEX KEY: 0001656373 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36062 FILM NUMBER: 23970520 BUSINESS ADDRESS: STREET 1: SEHITMUHTAR CAD., 38/1 TAKSIM, BEYOGLU CITY: ISTANBUL STATE: W8 ZIP: 000000 BUSINESS PHONE: 90 216 531 24 00 MAIL ADDRESS: STREET 1: SEHITMUHTAR CAD., 38/1 TAKSIM, BEYOGLU CITY: ISTANBUL STATE: W8 ZIP: 000000 FORMER NAME: FORMER CONFORMED NAME: Akkan Enerji Madencilik A.S. DATE OF NAME CHANGE: 20151021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sisecam Chemicals USA Inc. CENTRAL INDEX KEY: 0001901001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36062 FILM NUMBER: 23970524 BUSINESS ADDRESS: STREET 1: C/O TURKIYE SISE VE CAM FABRIKALARI A.S. STREET 2: ICMELER MAH. D-100 KARAYOLU CAD. NO44A CITY: TUZLA, ISTANBUL STATE: W8 ZIP: 34947 BUSINESS PHONE: 08052063461 MAIL ADDRESS: STREET 1: C/O TURKIYE SISE VE CAM FABRIKALARI A.S. STREET 2: ICMELER MAH. D-100 KARAYOLU CAD. NO44A CITY: TUZLA, ISTANBUL STATE: W8 ZIP: 34947 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kew Soda Ltd CENTRAL INDEX KEY: 0001684240 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36062 FILM NUMBER: 23970521 BUSINESS ADDRESS: STREET 1: 23 COLLEGE HILL CITY: LONDON STATE: X0 ZIP: EC4R 2RP BUSINESS PHONE: 44 (0) 2072139689 MAIL ADDRESS: STREET 1: 23 COLLEGE HILL CITY: LONDON STATE: X0 ZIP: EC4R 2RP REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: We Soda Ltd CENTRAL INDEX KEY: 0001684246 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36062 FILM NUMBER: 23970522 BUSINESS ADDRESS: STREET 1: 23 COLLEGE HILL CITY: LONDON STATE: X0 ZIP: EC4R 2RP BUSINESS PHONE: 44 (0) 2072139689 MAIL ADDRESS: STREET 1: 23 COLLEGE HILL CITY: LONDON STATE: X0 ZIP: EC4R 2RP ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sisecam Resources LP CENTRAL INDEX KEY: 0001575051 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 462613366 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 2500 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 770-375-2300 MAIL ADDRESS: STREET 1: FIVE CONCOURSE PARKWAY STREET 2: SUITE 2500 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Ciner Resources LP DATE OF NAME CHANGE: 20151112 FORMER COMPANY: FORMER CONFORMED NAME: OCI Resources LP DATE OF NAME CHANGE: 20130423 4 1 form4.xml X0407 4 2023-05-26 true 0001575051 Sisecam Resources LP SIRE 0001901001 Sisecam Chemicals USA Inc. C/O SISECAM RESOURCES LP FIVE CONCOURSE PARKWAY, SUITE 2500 ATLANTA GA 30328 true true See Remarks 0001656707 Ciner Enterprises Inc. 124 EAST 55TH ST NEW YORK NY 10022 true true See Remarks 0001684246 We Soda Ltd 23 COLLEGE HILL LONDON X0 EC4R 2RP UNITED KINGDOM true true See Remarks 0001684240 Kew Soda Ltd 23 COLLEGE HILL LONDON X0 EC4R 2RP UNITED KINGDOM true true See Remarks 0001656373 Akkan Enerji ve Madencilik Anonim Sirketi SEHITMUHTAR CAD., 38/1 TAKSIM, BEYOGLU ISTANBUL W8 TURKEY true true See Remarks 0001656362 Ciner Turgay PASALIMANI CADDESI, NO: 73 34670 PASALIMANI, USKUDAR ISTANBUL W8 TURKEY true true See Remarks false Common units representing limited partner interests 2023-05-26 4 P 0 5257749 25 A 19808749 I See Footnotes Sisecam Chemicals Wyoming LLC ("SCW") acquired beneficial ownership of the common units representing limited partner interests ("Common Units") in the Issuer reported herein at the Effective Time (as defined below) of the merger (the "Merger") of Sisecam Chemicals Newco LLC, a Delaware limited liability company ("Merger Sub"), with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership directly and wholly owned by SCW. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of February 1, 2023 (the "Merger Agreement"), by and among the Issuer, Merger Sub and the other parties thereto. The Merger closed and was effective on May 26, 2023 (the "Effective Time"). (continued on footnote 2) (Continued from footnote 1) In connection with the closing of the Merger, the Issuer (i) notified the New York Stock Exchange (the "NYSE") that the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware and effective as of the Effective Time and (ii) requested that the NYSE file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission ("SEC") to delist and deregister the common units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The trading of common units was suspended before the opening of trading on May 26, 2023. Additionally, the Issuer intends to file a certification on Form 15 under the Exchange Act with the SEC requesting the suspension of the Issuer's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. SCW is a direct wholly-owned subsidiary of Sisecam Chemicals Resources LLC ("SCR"). SCR is 60% owned by Sisecam Chemicals USA Inc. ("Sisecam USA") and 40% owned by Ciner Enterprises Inc. ("Ciner Enterprises"). Sisecam USA is a direct wholly-owned subsidiary of Turkiye Sise ve Cam Fabrikalari A.S, a Turkish corporation ("Sisecam Parent") which is an approximately 51%-owned subsidiary of Turkiye Is Bankasi Turkiye Is Bankasi ("Isbank"). Ciner Enterprises is a direct wholly-owned subsidiary of WE Soda Ltd., a U.K. Corporation ("WE Soda"). WE Soda is a direct wholly-owned subsidiary of KEW Soda Ltd., a U.K. corporation ("KEW Soda"), which is a direct wholly-owned subsidiary of Akkan Emerji ve Madencilik Anonim Sirketi ("Akkan"). Akkan is directly and wholly-owned by Mr. Turgay Ciner, the Chairman of the Ciner Group ("Ciner Group"), a Turkish conglomerate of companies. Each of the Reporting Persons may be deemed to be a member of a "group" for purposes of Section 13(d) of The Securities Exchange Act of 1934. Each of the Reporting Persons (other than SCW), disclaims beneficial ownership of the securities held by SCW, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than SCW) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Akkan Enerji ve Madencilik Anonim Sirketi By: /s/ Gursel Usta Name: Gursel Usta Title: Director 2023-05-26 Ciner Enterprises Inc. By: /s/ Tarlan Oguz Erkan Name: Tarlan Oguz Erkan Title: President and Chief Executive Officer 2023-05-26 WE Soda Ltd By: /s/ Mehmet Ali Erdogan Name: Mehmet Ali Erdogan Title: Director 2023-05-26 Kew Soda Ltd By: /s/ Mehmet Ali Erdogan Name: Mehmet Ali Erdogan Title: Director 2023-05-26 Sisecam Chemicals USA Inc. By: /s/ Mustafa Gorkem Elverici Name: Mustafa Gorkem Elverici Title: Director 2023-05-26 Turgay Ciner By: /S/ Turgay Ciner 2023-05-26