Rhino Resource Partners LP Announces Agreement With Royal Energy Resources, Inc. and Yorktown Partners LLC
September 30 2016 - 5:30PM
Marketwired
Rhino Resource Partners LP Announces Agreement With Royal Energy
Resources, Inc. and Yorktown Partners LLC
LEXINGTON, KY-(Marketwired - Sep 30, 2016) - Rhino Resource
Partners LP (OTCQB: RHNO) ("Rhino" or the "Partnership") announced
today that it has entered into an equity exchange agreement (the
"Agreement") with Royal Energy Resources, Inc. (OTCQB: ROYE)
("Royal"), Rhino Resource Partners Holdings, LLC ("Rhino
Holdings"), an entity wholly-owned by certain investment
partnerships managed by Yorktown Partners LLC ("Yorktown"), and
Rhino GP LLC, the general partner of Rhino.
Investment partnerships managed by Yorktown own substantially
all of the outstanding common stock of Armstrong Energy, Inc.
("Armstrong Energy"), a coal producing company with mines located
in the Illinois Basin in western Kentucky. The Agreement
contemplates that prior to closing, Yorktown will contribute its
shares of common stock of Armstrong Energy to Rhino Holdings. At
the closing, Rhino Holdings will contribute those shares to Rhino
in exchange for 10 million newly issued common units of Rhino. The
Agreement also contemplates that Rhino GP, currently owned and
controlled by Royal, will issue a 50% ownership of Rhino GP to
Rhino Holdings in connection with the issuance of Rhino units for
the common stock of Armstrong Energy. Closing of the Agreement is
conditioned upon (i) the current bondholders of Armstrong Energy
agreeing to restructure their bonds and (ii) Rhino refinancing its
current revolving credit agreement with funds from an equity
investment into Rhino to be arranged by Rhino Holdings. The
Agreement is also subject to other standard closing conditions and
required approvals. The parties anticipate the Agreement will be
consummated on or before December 31, 2016.
About Rhino Resource Partners LP
Rhino Resource Partners LP is a diversified energy limited
partnership that is focused on coal and energy related assets and
activities, including energy infrastructure investments. Rhino
produces metallurgical and steam coal in a variety of basins
throughout the United States. Additional information regarding
Rhino is available on its web site - RhinoLP.com.
About Royal Energy Resources, Inc.
Royal Energy Resources, Inc. is a diversified energy company,
with investments and holdings in coal, gas and renewable energy
assets in North America. Royal is the majority equity owner of
Rhino Resource Partners LP, and its general partner, Rhino GP LLC.
Additional information regarding Royal is available on its web site
- royalenergy.us.
About Armstrong Energy, Inc.
Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal, is a leading producer of steam coal in the Illinois
Basin. Armstrong controls over 550 million tons of proven and
probable coal reserves and operates six mines in Western Kentucky.
Armstrong ships coal to utilities via rail, truck and barge and has
the capability to provide low cost custom blend coal to fuel
virtually any electric power plant in the Midwest and Southeast
regions of the nation. Additional information regarding Armstrong
is available on its web site - www.armstrongenergyinc.com.
About Yorktown Partners LLC
Yorktown Partners LLC is a private investment manager founded in
1991 that invests exclusively in the energy industry. Yorktown has
raised 11 private equity funds totaling over $8 billion. The
investors in Yorktown's funds include university endowments,
foundations, families, insurance companies and other institutional
investors.
Forward-Looking Statements
Except for historical information, statements made in this press
release are "forward-looking statements." All statements, other
than statements of historical facts, included in this press release
that address activities, events or developments that Rhino expects,
believes or anticipates will or may occur in the future are
forward-looking statements. These forward-looking statements are
based on Rhino's current expectations and beliefs concerning future
developments and their potential effect on Rhino's business,
operating results, financial condition and similar matters. While
management believes that these forward-looking statements are
reasonable as and when made, there can be no assurance that future
developments affecting Rhino will turn out as Rhino anticipates.
Whether actual results and developments in the future will conform
to expectations is subject to significant risks, uncertainties and
assumptions, many of which are beyond Rhino's control or ability to
predict. Therefore, actual results and developments could
materially differ from Rhino's historical experience, present
expectations and what is expressed, implied or forecast in these
forward-looking statements. Important factors that could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the
following: Rhino's inability to obtain additional financing
necessary to fund its capital expenditures, meet working capital
needs and maintain and grow its operations or its inability to
obtain alternative financing upon the expiration of its credit
facility; Rhino's future levels of indebtedness, liquidity and
compliance with debt covenants; volatility and recent declines in
the price of Rhino's common units; sustained depressed levels of or
decline in coal prices, which depend upon several factors such as
the supply of domestic and foreign coal, the demand for domestic
and foreign coal, governmental regulations, price and availability
of alternative fuels for electricity generation and prevailing
economic conditions; declines in demand for electricity and coal;
current and future environmental laws and regulations, which could
materially increase operating costs or limit Rhino's ability to
produce and sell coal; extensive government regulation of mine
operations, especially with respect to mine safety and health,
which imposes significant actual and potential costs; difficulties
in obtaining and/or renewing permits necessary for operations; the
availability and prices of competing electricity generation fuels;
a variety of operating risks, such as unfavorable geologic
conditions, adverse weather conditions and natural disasters,
mining and processing equipment unavailability, failures and
unexpected maintenance problems and accidents, including fire and
explosions from methane; poor mining conditions resulting from the
effects of prior mining; the availability and costs of key supplies
and commodities such as steel, diesel fuel and explosives;
fluctuations in transportation costs or disruptions in
transportation services, which could increase competition or impair
Rhino's ability to supply coal; a shortage of skilled labor,
increased labor costs or work stoppages; Rhino's ability to secure
or acquire new or replacement high-quality coal reserves that are
economically recoverable; material inaccuracies in Rhino's
estimates of coal reserves and non-reserve coal deposits; existing
and future laws and regulations regulating the emission of sulfur
dioxide and other compounds, which could affect coal consumers and
reduce demand for coal; federal and state laws restricting the
emissions of greenhouse gases; Rhino's ability to acquire or
failure to maintain, obtain or renew surety bonds used to secure
obligations to reclaim mined property; Rhino's dependence on a few
customers and its ability to find and retain customers under
favorable supply contracts; changes in consumption patterns by
utilities away from the use of coal, such as changes resulting from
low natural gas prices; changes in governmental regulation of the
electric utility industry; Rhino's ability to successfully
diversify its operations into other non-coal natural resources;
disruption in supplies of coal produced by contractors operating
Rhino's mines; defects in title in properties that Rhino owns or
losses of any of its leasehold interests; Rhino's ability to retain
and attract senior management and other key personnel; material
inaccuracy of assumptions underlying reclamation and mine closure
obligations; and weakness in global economic conditions.
Other factors that could cause Rhino's actual results to differ
from its projected results are described in its filings with the
Securities and Exchange Commission, including its Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K.
Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date hereof.
Rhino undertakes no obligation to publicly update or revise any
forward-looking statements after the date they are made, whether as
a result of new information, future events or otherwise, unless
required by law.
Investor Contact: Scott Morris +1 859.519.3622
smorris@rhinolp.com
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