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RNO > SEC Filings for RNO > Form 8-K on 11-Sep-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and E

ITEM 1.01 Entry into Material Definitive Agreement.

On September 10, 2013, Rhino Resource Partners LP (the "Partnership") and Rhino GP LLC, the general partner of the Partnership (the "General Partner") entered into an Underwriting Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc., as the sole underwriter (the "Underwriter"). The Underwriting Agreement relates to an offering (the "Offering") of 1,100,000 of common units representing limited partner interests in the Partnership ("Common Units") at a price to the public of $12.30 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriter an option for a period of 30 days to purchase up to 165,000 additional Common Units, on the same terms. The Partnership expects the transaction to close on September 13, 2013.

The Underwriter is an affiliate of one of the lenders under the Partnership's revolving credit facility and will receive a portion of the proceeds of the Offering.

The Common Units to be sold pursuant to the Underwriting Agreement are registered under the Securities Act of 1933 (the "Securities Act"), pursuant to a shelf registration statement on Form S-3 (File No. 333-177151), which was declared effective by the Securities and Exchange Commission on October 13, 2011.

The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and the General Partner and customary conditions to closing, indemnification obligations of the Partnership, the General Partner and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Document

1.1           Underwriting Agreement dated September 10, 2013 among Rhino Resource
              Partners LP, Rhino GP LLC and Raymond James & Associates, Inc., as the
              sole underwriter.

5.1           Opinion of Vinson & Elkins L.L.P. regarding the legality of the common

8.1           Opinion of Vinson & Elkins L.L.P. regarding tax matters.

23.1          Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
              Exhibit 5.1).

23.2          Consent of Vinson & Elkins L.L.P. (included in its opinion filed as
              Exhibit 8.1).

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