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
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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
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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
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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
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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