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Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 16, 2018, NRP (Operating) LLC (“NRP Operating”), a wholly owned subsidiary of Natural Resource Partners L.P. (“NRP”), and VantaCore Intermediate Holding, LLC, an affiliate of Sun Capital Partners, Inc. (the “Buyer”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) whereby the Buyer agreed to acquire all of NRP Operating's interests in VantaCore Partners LLC (“VantaCore”), NRP’s construction aggregates segment (the “Acquisition”). As consideration for the Acquisition, the Buyer will pay a purchase price of $205.0 million, subject to customary purchase price adjustments.
The Purchase Agreement contains customary representations, warranties and covenants by each of the parties thereto, including covenants by NRP Operating to conduct the business of VantaCore in all material respects in the ordinary course of business. In addition, the Purchase Agreement provides for indemnification rights with respect to the breach or non-performance of a covenant by either party, as well as for other specified matters.
For a period of five years following the closing of the Acquisition, subject to certain exceptions, NRP Operating has agreed (for itself and NRP’s controlled affiliates, other than BRP LLC) (i) not to operate limestone quarries (whether surface, subsurface or otherwise), underground limestone mines, sand and/or gravel plants, asphalt plants and/or marine terminals, or any other construction aggregates operation and (ii) to provide VantaCore with a customary right of first offer with respect to any third-party contract to rent, license or lease any real property or reserves located in certain counties for the purpose of mining, quarrying or other development of limestone, sand, gravel or granite.
Completion of the Acquisition is subject to customary closing conditions, including, among other things (i) subject to specified materiality standards, the accuracy of the representations and warranties of, and the performance of all covenants by, the parties to the Purchase Agreement; (ii) the absence of a material adverse effect with respect to the business, properties, condition (financial or otherwise) or results of operations of VantaCore and its subsidiaries, taken as a whole, subject to certain exceptions; (iii) the absence of certain legal injunctions or impediments prohibiting the Acquisition and the other transactions contemplated by the Purchase Agreement; and (iv) expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.
The Purchase Agreement contains provisions granting NRP Operating, on the one hand, and the Buyer, on the other hand, the right to terminate the Purchase Agreement if (i) the closing of the Acquisition does not occur on or before February 14, 2019; (ii) there is a legal injunction or other impediment prohibiting the Acquisition and the other transactions contemplated by the Purchase Agreement; or (iii) the other party breaches a representation, warranty or covenant, subject to applicable cure periods, and such breach results in the failure of certain closing conditions to be satisfied.
A copy of the Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference hereby. The description of the Purchase Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of such agreement.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibit Number
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Description
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Purchase and Sale Agreement, dated as of November 16, 2018, by and between NRP (Operating) LLC and VantaCore Intermediate Holding, LLC.
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* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. NRP agrees to furnish supplementally a copy of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.