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NRP > SEC Filings for NRP > Form 8-K on 17-Sep-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Other Events, Financial

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On September 13, 2013, Natural Resource Partners L.P. and NRP Finance Corporation (together, the "Issuers") entered into a Purchase Agreement (the "Purchase Agreement") with Citigroup Global Markets Inc. as the representative of the several initial purchasers (collectively, the "Initial Purchasers"), relating to the issuance and sale of $300 million in aggregate principal amount of the Issuers' 9.125% senior unsecured notes due 2018 (the "Notes"). The Notes were offered and will be sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be resold to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S of the Securities Act.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Issuers also agreed to enter into a registration rights agreement with holders of the Notes. A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K ("Form 8-K") and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.


Certain of the Initial Purchasers and certain of their affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services to Natural Resource Partners L.P. and its subsidiaries, for which services they have received and may in the future receive customary fees. Affiliates of certain of the Initial Purchasers are lenders under NRP (Operating) LLC's revolving credit facility and term loan facility and will be repaid with a portion of the net proceeds of the offering of the Notes.

Item 8.01 Other Events.

On September 13, 2013, the Company issued a press release announcing the pricing of the Notes. A copy of the Company's press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1    Purchase Agreement dated September 13, 2013 by and among Natural Resource
        Partners L.P., NRP Finance Corporation and Citigroup Global Markets Inc.(
        as the representative of the several initial purchasers).

99.1    Press Release dated September 13, 2013.

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