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Name | Symbol | Market | Type |
---|---|---|---|
Alliance Resource Partners LP | NASDAQ:ARLP | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.275 | 1.14% | 24.46 | 24.55 | 24.91 | 24.74 | 24.15 | 24.15 | 255,315 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | Commission | (IRS Employer |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01. REGULATION FD DISCLOSURE.
On May 29, 2024, Alliance Resource Partners, L.P. (the "Partnership") announced that Alliance Resource Operating Partners, L.P. (the "Intermediate Partnership"), a subsidiary of the Partnership, and the Intermediate Partnership’s wholly owned subsidiary, Alliance Resource Finance Corporation, subject to market conditions, intend to offer $400.0 million in aggregate principal amount of senior unsecured notes due 2029 in a private placement to eligible purchasers (the "Notes Offering").
A copy of the press release announcing the Notes Offering is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the Notes Offering, the Partnership disclosed certain information to prospective investors in a preliminary offering memorandum dated May 29, 2024 (the "Preliminary Offering Memorandum"). Pursuant to Regulation FD, the Partnership is furnishing the following information as disclosed in the Preliminary Offering Memorandum:
Amendment to Credit Agreement
On January 13, 2023, the Partnership’s subsidiary, Alliance Coal, LLC ("Alliance Coal") entered into the Credit Agreement with various financial institutions (as amended from time to time, the "Credit Agreement"). The Credit Agreement provides for a $425.0 million revolving credit facility, including a sublimit of $15.0 million for swingline borrowings (the "Revolving Credit Facility"), and permits the issuance of letters of credit of up to the full amount of $425 million, and for a term loan in an aggregate principal amount of $75.0 million (the "Term Loan").
In connection with the consummation of this offering, Alliance Coal and the financial institutions party thereto will enter in an amendment to the Credit Agreement to provide, among other things, for the following:
● | Extend the maturity of the financings under the Credit Agreement by one year to March 9, 2028; |
● | The principal of the Term Loan be paid in quarterly installments equal to 6.25% of its current outstanding balance of $56.3 million; |
● | The addition of an incremental facility permitting Alliance Coal at a future date to increase the Revolving Credit Facility and Term Loan by up to an aggregate of $100.0 million, subject to lenders agreeing to participate in such incremental facility; |
● | Alliance Coal and its subsidiaries that are guarantors under the Credit Agreement being permitted to guarantee up to $600.0 million of unsecured debt of the Partnership or the Intermediate Partnership, including the senior unsecured notes to be issued pursuant to the Notes Offering. As long as there is no continuing default under the Credit Agreement, Alliance Coal would be permitted to pay cash distributions to the Intermediate Partnership to fund interest payments on such unsecured debt of the Partnership and the Intermediate Partnership; |
● | Alliance Coal would be restricted from the payment of other cash distributions if such payment would result in the debt of Alliance Coal to cash flow ratio being more than 1.0 to 1.0 or Alliance Coal having liquidity of less than $200 million; and |
● | Revise the definition of "Change of Control." |
Preliminary April Operating Information
The Partnership’s coal sales volumes in April 2024 declined by 15.0% to approximately 2.4 million tons compared to approximately 2.9 million tons in April 2023. In the Illinois Basin, coal sales volumes for April 2024 remained relatively consistent in the Illinois Basin compared to April 2023, as lower volumes at the Partnership’s River View complex due to high river levels slowing barge traffic were almost entirely offset by increased volumes at the Partnership’s Gibson South complex due to spot export sales. In Appalachia, coal sales volumes decreased by 48.2% compared to April 2023, primarily resulting from 10 shipping lost days as a direct result of high-water events that impacted loading at the Partnership’s Tunnel Ridge complex as well as deferred shipments resulting from the Francis Scott Key Bridge collapse. The Partnership’s production was not impacted by these high-water events and the Partnership continued its mining activities without interruption. In total, volumes deferred at the River View and Tunnel Ridge complexes as a result of
2
high river levels and the bridge collapse totaled approximately 420,000 tons and 77,000 tons, respectively. These volumes are anticipated to be shipped throughout the balance of 2024.
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership's control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
The information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being "furnished" and shall not be deemed to be "filed" by the Partnership for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit |
| Description | |
99.1 | |||
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Alliance Resource Partners, L.P. | ||
By: | Alliance Resource Management GP, LLC, | |
its general partner | ||
By: | /s/ Cary P. Marshall | |
Cary P. Marshall | ||
Senior Vice President and Chief Financial Officer | ||
Date: May 29, 2024
4
Exhibit 99.1
PRESS RELEASE
ALLIANCE RESOURCE PARTNERS, L.P.
Announces Private Offering of Senior Notes
TULSA, OKLAHOMA, May 29, 2024 — Alliance Resource Partners, L.P. (NASDAQ: ARLP) (“ARLP”) announced today that Alliance Resource Operating Partners, L.P. (“AROP”), the intermediate partnership of ARLP, and AROP’s wholly owned subsidiary, Alliance Resource Finance Corporation, subject to market conditions, intend to offer $400 million in aggregate principal amount of senior unsecured notes due 2029 (the “New Notes”) in a private placement to eligible purchasers.
AROP expects to use a portion of the net proceeds from the offering of the New Notes to fund the redemption of its outstanding 7.5% Senior Notes due 2025 (the “2025 Notes”) and the remaining for general corporate purposes. On May 29, 2024, AROP delivered a conditional notice of redemption, subject to consummation of the offering of the New Notes, for all of the outstanding 2025 Notes. The redemption price for the 2025 Notes is 100% of the principal amount of the 2025 Notes outstanding, plus accrued and unpaid interest to the redemption date, which is expected to be June 28, 2024. This communication shall not constitute a notice of redemption under the indenture governing the 2025 Notes.
The New Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Thus, the New Notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The New Notes are offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S of the Securities Act. The New Notes will not be listed on any securities exchange or automated quotation system.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Alliance Resource Partners, L.P.
ARLP is a diversified energy company that is currently the largest coal producer in the eastern United States, supplying reliable, affordable energy domestically and internationally to major utilities, metallurgical and industrial users. ARLP also generates operating and royalty income from mineral interests it owns in strategic coal and oil & gas producing regions in the United States. In addition, ARLP is evolving and positioning itself as a reliable energy partner for the future by pursuing opportunities that support the advancement of energy and related infrastructure.
Cautionary Note Concerning Forward-Looking Statements
Certain statements and information in this news release constitute “forward-looking statements,” including statements regarding the intended use of proceeds. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements represent ARLP’s expectations or beliefs concerning future events, and it is possible that the results described in this news release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of ARLP's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, ARLP does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for ARLP to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in ARLP’s filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, ARLP’s Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The risk factors and other factors noted in ARLP’s SEC filings could cause actual results to differ materially from those contained in any forward-looking statement.
Investor Relations Contact:
Cary P. Marshall
Senior Vice President and Chief Financial Officer
918-295-7673
investorrelations@arlp.com
Source: Alliance Resource Partners, L.P.
Document and Entity Information |
May 29, 2024 |
---|---|
Document - Document and Entity Information | |
Document Type | 8-K |
Document Period End Date | May 29, 2024 |
Entity File Number | 0-26823 |
Entity Registrant Name | ALLIANCE RESOURCE PARTNERS LP |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 73-1564280 |
Entity Address, Address Line One | 1717 South Boulder Avenue |
Entity Address, Adress Line Two | Suite 400 |
Entity Address, State or Province | OK |
Entity Address, City or Town | Tulsa |
Entity Address, Postal Zip Code | 74119 |
City Area Code | 918 |
Local Phone Number | 295-7600 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Units |
Trading Symbol | ARLP |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001086600 |
Amendment Flag | false |
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