Alliance Resource Partners, L.P. (NASDAQ: ARLP) and Alliance
Holdings GP, L.P. (NASDAQ: AHGP) (collectively, the “Alliance
Partnerships”) jointly announced today an agreement pursuant to
which, through a series of transactions (the “Simplification
Transactions”), AHGP would become a wholly owned subsidiary of ARLP
and all of the ARLP common units held by AHGP and its subsidiaries
(the “Exchange Units”) would be distributed to the unitholders of
AHGP in exchange for their AHGP common units.
The Simplification Transactions also contemplate that ARLP will
issue ARLP common units in exchange for the 1.0001% general partner
interest in Alliance Resource Operating Partners, L.P. and the
0.001% managing membership interest in Alliance Coal, LLC. The
number of ARLP common units issued in exchange for these interests
will be calculated based on ARLP’s last quarterly unitholder
distribution prior to the closing of the Simplification
Transactions and will provide the same cash flow from distributions
attributable to the newly issued units after the exchange as would
have been paid to the interests if not for the exchange. Based on
ARLP’s last quarterly distribution of $0.51 per ARLP common unit,
ARLP would issue in exchange for these interests approximately
1,320,377 ARLP common units upon closing of the Simplification
Transaction.
Upon the consummation of the Simplification Transactions, all of
the outstanding AHGP common units will be canceled and cease to be
publicly traded. The Simplification Transactions are structured
such that each AHGP unitholder will hold directly after the
transactions the same economic share of ARLP and its subsidiaries
that it held indirectly through AHGP before the transactions. The
Simplification Transactions are intended to simplify the
organizational structure of the Alliance Partnerships, increase
investor transparency, attract a broader investor base to a single,
larger entity with increased public float and greater liquidity and
eliminate the duplicative costs required to maintain two public
companies.
The terms of the agreement (the “Simplification Agreement”) were
approved by both the board of directors of AHGP’s general partner
and ARLP’s general partner. Vinson & Elkins LLP served as legal
advisor in connection with the transactions.
The closing of the Simplification Transactions, which is
currently expected to occur in the second or third quarter of 2018,
is subject to the satisfaction of customary closing conditions,
including the approval of the Simplification Agreement by the
affirmative vote or consent of holders of a majority of the
outstanding AHGP common units, and the effectiveness of a
registration statement on Form S-4 to be filed with the Securities
and Exchange Commission (the “SEC”) by ARLP with respect to the
distribution of the Exchange Units. Certain AHGP unitholders that
collectively own a majority of the outstanding AHGP common units
have agreed to deliver a written consent with respect to such units
approving the Simplification Agreement.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of federal securities laws. All statements, other than
historical facts included in this press release, including (but not
limited to) references to the benefits of the proposed
transactions, the parties expectation with respect to the timing of
the completion of the proposed transactions; the approval of the
proposed transactions by AHGP’s unitholders, and the satisfaction
of the closing conditions to the proposed transactions, may be
forward-looking statements.
All forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements, many of which are
generally outside the control of ARLP and AHGP and are difficult to
predict. All forward-looking statements speak only as of the date
of this press release. Although ARLP and AHGP believe 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 forward-looking
statements. Neither ARLP nor AHGP undertakes any obligation to
publicly update any of these forward-looking statements to reflect
events or circumstances that may arise after the date hereof.
Important Information for Investors and Unitholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any consent or approval. The proposed Simplification Transactions
between ARLP, AHGP and the other parties to the Simplification
Agreement will be submitted to the holders of AHGP common units for
their consideration. ARLP will file with the SEC the Registration
Statement that will include a consent statement of AHGP that also
constitutes a prospectus of ARLP. ARLP and AHGP also plan to file
other documents with the SEC regarding the proposed transactions.
INVESTORS AND SECURITY HOLDERS OF ARLP AND AHGP ARE URGED TO READ
THE CONSENT STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and
unitholders will be able to obtain free copies of the consent
statement/prospectus and other documents containing important
information about ARLP and AHGP once such documents are filed with
the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
ARLP will be available free of charge on ARLP’s website at
www.arlp.com under “Investor Relations.” Copies of the documents
filed with the SEC by AHGP will be available free of charge on
AHGP’s website at www.ahgp.com under “Investor Relations.”
Participants in the Solicitation
ARLP, AHGP and certain of their respective directors and
executive officers may be deemed participants in the solicitation
of consent from the unitholders of AHGP in connection with the
proposed transactions. Information about the directors and
executive officers of ARLP is set forth in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2017, which was
filed with the SEC on February 23, 2018. Information about the
directors and executive officers of AHGP is set forth in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2017,
which was filed with the SEC on February 23, 2018. These documents
can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the consent
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the consent statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
About Alliance Resource Partners, L.P.
ARLP is a diversified producer and marketer of coal primarily to
major United States utilities and industrial users. ARLP, the
nation’s first publicly traded master limited partnership involved
in the production and marketing of coal, is currently the second
largest coal producer in the eastern United States with mining
operations in the Illinois Basin and Appalachian coal producing
regions.
ARLP currently operates eight mining complexes in Illinois,
Indiana, Kentucky, Maryland and West Virginia as well as a
coal-loading terminal on the Ohio River at Mount Vernon, Indiana.
ARLP also generates income from a variety of other sources,
including investments in oil and gas royalty interests and gas
compression services.
News, unit prices and additional information about ARLP,
including filings with the Securities and Exchange Commission, are
available at http://www.arlp.com. For more information, contact the
investor relations department of Alliance Resource Partners, L.P.
at (918) 295-7674 or via e-mail at investorrelations@arlp.com.
About Alliance Holdings GP, L.P.
AHGP is a limited partnership formed to own and control ARLP’s
managing general partner through which it holds a non-economic
general partner interest in ARLP and an approximate one percent
general partner interest in ARLP’s operating subsidiary Alliance
Resource Operating Partners, L.P.. In addition, AHGP owns
87,188,338 common units of ARLP.
News, unit prices and additional information about AHGP
including filings with the Securities and Exchange Commission, are
available at http://www.ahgp.com. For more information, contact the
investor relations department of Alliance Holdings GP, L.P. at
(918) 295-1415 or via e-mail at investorrelations@ahgp.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20180223005091/en/
Alliance Holdings GP, L.P.Alliance Resource Partners,
L.P.Brian L. Cantrell, 918-295-7673
Alliance Resource Partners (NASDAQ:ARLP)
Historical Stock Chart
From Apr 2024 to May 2024
Alliance Resource Partners (NASDAQ:ARLP)
Historical Stock Chart
From May 2023 to May 2024