If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 76218Y103
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(1)
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Names of
Reporting Persons
RHINO RESOURCE PARTNERS HOLDINGS LLC
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(2)
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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(3)
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SEC Use Only
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(4)
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Source of Funds (See Instructions)
OO
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(5)
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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(6)
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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(7)
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Sole Voting Power
5,000,000
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
5,000,000
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000
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(12)
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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(13)
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Percent of Class Represented by Amount
in Row (11)
38.7%
(1)
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(14)
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Type of Reporting Person (See
Instructions)
OO
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(1)
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Percentage of class calculated based on 12,905,799 total outstanding common units of the Issuer as of March 17, 2017, as reported in the Issuers Annual Report on Form 10-K filed with the Securities and
Exchange Commission (
SEC
) on March 24, 2017.
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Item 1. Security and Issuer.
This Schedule 13D relates to the common units (
Common Units
), of Rhino Resource Partners, L.P., a Delaware limited
partnership (the
Issuer
), whose principal executive offices are located at 424 Lewis Hargett Circle, Suite 250 Lexington, KY, 40503.
Item 2. Identity and Background.
a)
This statement is filed by Rhino Resource Partners Holdings LLC, a Delaware limited liability company (the
Reporting Person
).
b) The principal business address of the Reporting Person is 410 Park Avenue, 19th Floor, New York, New York 10022.
c) The principal business of the Reporting Person is investing in equity securities of coal companies. Information regarding the executive
officers, directors or other control persons of the Reporting Person is set forth on
Schedule 1
attached hereto, which Schedule is hereby incorporated by reference.
d) None of the Reporting Persons or the persons identified on
Schedule 1
hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
e) None of the Reporting Persons or the persons identified on
Schedule 1
has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
f) All of the persons identified on
Schedule 1
are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On December 30, 2016, the Reporting Person, the Issuer, Rhino GP LLC, a Delaware limited liability company and general partner of the
Issuer (
Rhino GP
), and Royal Energy Resources, Inc., a Delaware corporation (
Royal
) entered into an Option Agreement (the
Option Agreement
). Pursuant to the Option Agreement, the Issuer issued
to the Reporting Person 5,000,000 Common Units (the
Call Option Premium Units
) in exchange for the grant of an option to acquire approximately 97% of the issued and outstanding stock (the
Armstrong Stock
) of
Armstrong Energy, Inc., a Delaware corporation (
Armstrong
), currently owned by the members of the Reporting Person (the
Call Option
). The Issuer may exercise the Call Option (i) no earlier than the earlier
to occur of (A) January 1, 2018 and (B) the termination of the Issuers revolving credit facility and (ii) no later than December 31, 2019. Upon exercise of the Call Option, the Issuer will issue to the Reporting Person
that number of additional Common Units, which when added with the Call Option Premium Units, will result in the Reporting Person owning 51% of the fully diluted common units of the Issuer, in exchange for the Armstrong Stock. The Issuers
ability to exercise the Call Option is conditioned upon, among other things, sixty (60) days having passed since the entry by Armstrong into an agreement with its bondholders to restructure its bonds.
Additionally, pursuant to the Option Agreement, the Issuer granted to the Reporting Person a put option (the
Put Option
)
whereby the Reporting Person has the right, but not the obligation, to cause the Issuer to acquire the Armstrong Stock from the Reporting Person under the same terms and conditions discussed above for the Call Option. The exercise of the Put Option
is conditioned upon, among other things, the entry by Armstrong into an agreement with its bondholders to restructure its bonds.
The
foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Option Agreement filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K, filed with
the Securities and Exchange Commission on January 6, 2017, and is incorporated herein by reference.
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review its investments in
the Issuer on a continuing basis. Other than as described in Item 3, the Reporting Person has no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the
instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its position, change its purpose or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns an aggregate of 5,000,000 Common Units, representing 38.7% of the outstanding Common Units of the
Issuer (based on 12,905,799 total outstanding common units of the Issuer as of March 17, 2017, as reported in the Issuers Annual Report on Form 10-K filed with the SEC on March 24, 2017).
(b) The Reporting Person is the record and beneficial owner of 5,000,000 Common Units and has the sole power to vote or direct the vote or to
dispose or direct the disposition of such Common Units.
(c) Except as otherwise described herein or in any exhibit filed hereunder, the
Reporting Person has not effected any transaction in the Common Units during the past 60 days.
(d) Except as otherwise described herein,
no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units reported on this Schedule 13D.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information provided or incorporated by
reference in Item 3 is hereby incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits.
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Exhibit 2.1
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Option Agreement dated as of December 30, 2016 (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the SEC on January 6, 2017).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 25, 2017
RHINO
RESOURCE PARTNERS HOLDINGS LLC
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By:
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/s/ Bryan H. Lawrence
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Name: Bryan H. Lawrence
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Title: Manager
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Schedule 1
CONTROL PERSONS AND EXECUTIVE OFFICERS OF REPORTING PERSONS
The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of the executive officers and other control persons of the Reporting Person are set forth below:
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Name and Business Address
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Capacity in which
Serves the Reporting
Person
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Principal Occupation
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Name, Principal Business and
Address of Organization in
which Principal Occupation
is Conducted
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Bryan H. Lawrence
410 Park Avenue
19th Floor
New York, New York 10022
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Manager
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Managing Member of Yorktown Partners LLC
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Yorktown Partners LLC
(1)
410 Park Avenue
19th Floor
New York, New York 10022
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W. Howard Keenan, Jr.
410 Park Avenue
19th Floor
New York, New York 10022
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Manager
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Managing Member of Yorktown Partners LLC
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Yorktown Partners LLC
410 Park Avenue
19th Floor
New York, New York 10022
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Bryan R. Lawrence
410 Park Avenue
19th Floor
New York, New York 10022
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Manager
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Managing Member of Yorktown Partners LLC
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Yorktown Partners LLC
410 Park Avenue
19th Floor
New York, New York 10022
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(1)
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Yorktown Partners LLC is a private investment manager that, together with its affiliates and affiliated funds, invests exclusively in the energy industry with an emphasis on North American oil and gas production and
midstream businesses.
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