TULSA, Okla.--(BUSINESS WIRE)--
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
Source: Alliance Resource Partners, L.P. and Alliance Holdings GP, L.P.