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NRP > SEC Filings for NRP > Form 8-K on 19-Sep-2013All Recent SEC Filings

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Form 8-K for NATURAL RESOURCE PARTNERS LP


19-Sep-2013

Entry into a Material Definitive Agreement, Creation of a Direct Fin


Item 1.01 Entry Into a Material Definitive Agreement.

Indenture and Notes

On September 18, 2013, Natural Resource Partners L.P. ("NRP") and NRP Finance Corporation (together, the "Issuers") completed the private placement (the "Private Placement") of $300,000,000 principal amount of 9.125% Senior Notes due 2018 (the "Notes"). The Notes were offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act.

The Notes were issued pursuant to an indenture, dated September 18, 2013 (the "Indenture"), among the Issuers and Wells Fargo Bank, National Association, as trustee (the "Trustee"). Capitalized terms used in this section "Indenture and Notes" in this Form 8-K, but not otherwise defined have the meanings assigned to them under the Indenture.

The Notes bear interest at a rate of 9.125% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2014. The Notes will mature on October 1, 2018.

The Notes are the senior unsecured obligations of the Issuers. The Notes will rank equal in right of payment to all existing and future senior unsecured debt of the Issuers and senior in right of payment to any subordinated debt of the Issuers. The Notes will be effectively subordinated in right of payment to all future secured debt of the Issuers to the extent of the value of the collateral securing such indebtedness and will be structurally subordinated in right of payment to all existing and future debt and other liabilities of NRP's subsidiaries, including NRP (Operating) LLC's revolving credit facility and term loan facility, each series of NRP (Operating) LLC's existing senior notes and NRP Oil and Gas's revolving credit facility. None of NRP's subsidiaries will guarantee the notes initially.

The Issuers have the option to redeem the Notes, in whole or in part, at any time on or after April 1, 2016, at the redemption prices (expressed as percentages of principal amount) of 106.844% for the six-month period beginning on April 1, 2016, 104.563% for the twelve-month period beginning on October 1, 2016 and 100.000% beginning on October 1, 2017 and at any time thereafter, together with any accrued and unpaid interest to the date of redemption. In addition, before April 1, 2016, the Issuers may redeem all or any part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus a make whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. Furthermore, before April 1, 2016, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain public or private equity offerings at a redemption price of 109.125% of the principal amount of Notes, plus any accrued and unpaid interest, if any, to the date of redemption, if at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering. In the event of a change of control, as defined in the Indenture, the holders of the Notes may require the Issuers to purchase their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any.

The Indenture contains covenants that, among other things, limit NRP's ability and the ability of certain of its subsidiaries to:

declare or pay any dividend or distribution on, purchase or redeem our units or purchase or redeem subordinated debt;

make investments;

incur or guarantee additional indebtedness or issue certain types of equity securities;

create certain liens;

enter into agreements that restrict distributions or other payments from NRP's restricted subsidiaries to NRP;

sell assets;

consolidate, merge or transfer all or substantially all of the assets of NRP and its restricted subsidiaries;



engage in transactions with affiliates;

create unrestricted subsidiaries; and

enter into certain sale and leaseback transactions.

A copy of the Indenture is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference. The description of the Indenture in this report is a summary and is qualified in its entirety by the terms of the Indenture. The form of the Notes issued pursuant to the Indenture is included as Exhibit 1 to Indenture and is incorporated herein by reference.

Registration Rights Agreement

In connection with the issuance and sale of the Notes, the Issuers entered into a registration rights agreement (the "Registration Rights Agreement") with Citigroup Global Markets Inc. as the representative of the Initial Purchasers, dated September 18, 2013. Capitalized terms used in this section "Registration Rights Agreement" in this Form 8-K but not otherwise defined have the meanings assigned to them under the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Issuers have agreed to file a Registration Statement with the Securities and Exchange Commission so that holders of the Notes can exchange the Notes for Exchange Securities that have substantially identical terms as the Notes. The Issuers will use commercially reasonable efforts to cause the exchange to be completed within 360 days after September 18, 2013. The Issuers are required to pay additional interest, as specified in the Registration Rights Agreement, if they fail to comply with their obligations to register the Notes within the specified time periods.

A copy of the Registration Rights Agreement is filed as Exhibit 4.3 to this Form 8-K and is incorporated herein by reference. The description of the Registration Rights Agreement in this report is a summary and is qualified in its entirety by the terms of the Registration Rights Agreement.

Relationships

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 NRP 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 were repaid with a portion of the net proceeds of the offering of the Notes. In addition, an affiliate of Wells Fargo Securities, LLC, one of the Initial Purchasers, is the Trustee under the Indenture.

Third Amended and Restated Limited Partnership Agreement of OCI Wyoming, L.P.

On September 18, 2013, in connection with the closing of the initial public offering of OCI Resources LP ("OCI Resources"), NRP Trona LLC, an indirect wholly owned subsidiary of NRP ("NRP Trona") and OCI Resources entered into the Third Amended and Restated Agreement of Limited Partnership (the "Restated OCI Wyoming Partnership Agreement") of OCI Wyoming, L.P. ("OCI Wyoming"). The Restated OCI Wyoming Partnership Agreement reflects the consummation of the OCI Resources initial public offering and the related contribution by OCI Wyoming Co. of its 10.02% limited partner interest in OCI Wyoming to OCI Resources LP.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Restated OCI Wyoming Partnership Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in under the heading "Indenture and Notes" under Item 1.01 of this Form 8-K is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 4.1    Indenture, dated September 18, 2013, by and among Natural Resource
        Partners L.P. and NRP Finance Corporation, as issuers, and Wells Fargo
        Bank, National Association, as trustee.

 4.2    Form of 9.125% Senior Notes due 2018 (contained in Exhibit 1 to Exhibit
        4.1).

 4.3    Registration Rights Agreement, dated September 18, 2013, by and among
        Natural Resource Partners L.P., NRP Finance Corporation and Citigroup
        Global Markets Inc., as representative of the several initial purchasers.

10.1    Third Amended and Restated Agreement of Limited Partnership of OCI
        Wyoming, L.P., dated September 18, 2013 (incorporated by reference to
        Exhibit 10.3 to Current Report on Form 8-K filed by OCI Resources LP on
        September 18, 2013).


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