Alliance Resource Partners, L.P. & Alliance Holdings GP, L.P. Announce Completion of Simplification Transactions & Board Appr...
May 31 2018 - 4:11PM
Business Wire
Alliance Resource Partners, L.P. (NASDAQ: ARLP) announced today
that it has closed the previously announced agreement pursuant to
which, through a series of transactions (the "Simplification
Transactions"), Alliance Holdings GP, L.P. ("AHGP") became a wholly
owned subsidiary of ARLP and all of the ARLP common units held by
AHGP and its subsidiaries were distributed to the unitholders of
AHGP in exchange for their AHGP common units. ARLP also issued
1,322,388 ARLP common units in exchange for a 1.0001% general
partner interest in Alliance Resource Operating Partners, L.P. and
a 0.001% managing membership interest in Alliance Coal, LLC.
The Simplification Transactions were structured such that each
AHGP unitholder now holds, directly after the transactions, the
same economic share of ARLP and its subsidiaries that it held
indirectly through AHGP before the transactions. As a result of the
Simplification Transactions, all of the outstanding AHGP common
units were canceled and ceased to be publicly traded on the Nasdaq
Global Select Market.
Pursuant to a consent solicitation period, that expired at 11:59
p.m. Eastern on May 28, 2018, AHGP unitholders representing
approximately 68% of the total outstanding AHGP common units
delivered written consents approving the Simplification
Transactions.
Highlights of the Simplification Transactions
The Simplification Transactions were intended to simplify the
organizational structure of ARLP and AHGP, 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.
Each person owning an AHGP common unit on May 31, 2018 will
receive approximately 1.478 ARLP common units in exchange for each
AHGP common unit owned by such person. Each registered unitholder
entitled to receive a fractional ARLP common unit will, in lieu of
such fractional unit, receive cash in amount equal to the volume
weighted average trading price of the ARLP common units as reported
by Bloomberg during the 20 trading day period ending on the third
trading day immediately preceding the effective date of the
Simplification Transactions. To the extent a broker facilitates a
distribution of cash in lieu of fractional units, they should treat
that cash as a distribution from AHGP and withhold upon any such
distributions to non-U.S. holders, as appropriate and more fully
described below.
Unit Repurchase Program
ARLP also announced today that the Board of Directors of its
general partner (the "Board") has approved the establishment of a
unit repurchase program authorizing ARLP to repurchase up to $100
million of its outstanding limited partner common units. The unit
repurchase program announced today is intended to enhance ARLP’s
ability to achieve its goal of creating long-term value for
unitholders and, along with management’s objective of increasing
quarterly cash distributions, increases flexibility in returning
cash to unitholders. Future unit repurchases and distributions will
be subject to ongoing Board review and authorization and will be
based on a number of factors, including ARLP’s financial and
operating performance and other capital requirements as well as
future economic, business and market conditions.
The unit repurchase program has no time limit and ARLP may
repurchase units from time to time in the open market or in other
privately negotiated transactions. The unit repurchase program
authorization does not obligate ARLP to repurchase any dollar
amount or number of its units, and repurchases may be commenced or
suspended from time to time without prior notice.
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
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 are difficult to predict.
All forward-looking statements speak only as of the date of this
press release. Although ARLP believes 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.
ARLP undertakes no obligation to publicly update any of these
forward-looking statements to reflect events or circumstances that
may arise after the date hereof.
About Alliance Resource Partners, L.P.
ARLP is a diversified producer and marketer of coal 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 mineral 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.
As a result of the Simplification Transactions, all outstanding
AHGP common units were canceled and ceased to be publicly traded on
the Nasdaq Global Select Market, effective following the close of
trading today.
Additional Withholding Information for Brokers
This announcement is intended to be a qualified notice under
Treasury Regulation Section 1.1446-4(b), with respect to 100% of
AHGP’s distributions of cash in lieu of fractional ARLP units to
foreign investors which are attributable to gross income, gain or
loss that is effectively connected with a United States trade or
business. The cash in lieu of fractional ARLP units will be paid to
the holders of ARLP fractional units as promptly as practicable
after the determination of the amount of cash to be paid to such
holders of fractional units. Accordingly, AHGP’s distributions of
cash in lieu of fractional ARLP units to foreign investors are
subject to federal income tax withholding at the highest applicable
tax rate.
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version on businesswire.com: https://www.businesswire.com/news/home/20180531006442/en/
Alliance Holdings GP, L.P.Alliance Resource Partners,
L.P.Brian L. Cantrell, 918-295-7673
Alliance Holdings GP, L.P. Representing Limited Partner Interests (delisted) (NASDAQ:AHGP)
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