Alliance Resource Partners Enters Material Definitive Agreement

TL;DR

ARLP just signed a big financial deal, could change things.

AI Summary

On June 12, 2024, Alliance Resource Partners, L.P. entered into a material definitive agreement related to financial obligations. The company, headquartered in Tulsa, Oklahoma, filed a Form 8-K to report this event, which falls under the creation of a direct financial obligation or an off-balance sheet arrangement.

Why It Matters

This filing indicates a significant financial commitment or arrangement for Alliance Resource Partners, which could impact its financial structure and future obligations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements, especially those involving financial obligations, can introduce new risks or alter existing ones for a company.

Key Players & Entities

• Alliance Resource Partners, L.P. (company) — Registrant
• June 12, 2024 (date) — Date of earliest event reported
• 1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119 (location) — Principal executive offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $425.0 million — iation as administrative agent, for its $425.0 million revolving credit facility and $75.0 mil
• $75.0 million — 0 million revolving credit facility and $75.0 million term loan (the "Credit Facility"). The
• $200.0 million — ary 30, 2025 have liquidity of at least $200.0 million. The 2025 Senior Notes have been called
• $56.3 million — % of its current outstanding balance of $56.3 million. The addition of an incremental facili
• $100.0 m — redit Facility by up to an aggregate of $100.0 million, subject to lenders agreeing to p
• $600.0 million — eement are permitted to guarantee up to $600.0 million of unsecured debt of the Partnership or
• $400.0 million — th the previously announced offering of $400.0 million in aggregate principal amount of senior

Filing Documents

• arlp-20240612x8k.htm (8-K) — 63KB
• arlp-20240612xex4d1.htm (EX-4.1) — 1148KB
• arlp-20240612xex10d1.htm (EX-10.1) — 1511KB
• 0001558370-24-009096.txt ( ) — 3285KB
• arlp-20240612.xsd (EX-101.SCH) — 3KB
• arlp-20240612_lab.xml (EX-101.LAB) — 16KB
• arlp-20240612_pre.xml (EX-101.PRE) — 10KB
• arlp-20240612x8k_htm.xml (XML) — 5KB

01

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The information set forth in Item 2.03 and Item 8.01 below is incorporated by reference into this Item 1.01.

03

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. On June 12, 2024, in connection with consummation of the Notes Offering (as defined herein), Alliance Coal, LLC ("Alliance Coal"), a wholly-owned subsidiary of Alliance Resource Partners, L.P. (the "Partnership"), entered into Amendment No. 1 (the "Amendment") to its January 13, 2023 Credit Agreement (the "Credit Agreement") with various financial institutions, including PNC Bank, National Association as administrative agent, for its $425.0 million revolving credit facility and $75.0 million term loan (the "Credit Facility"). The Amendment, among other things, modifies the Credit Agreement as follows: The Amendment extends the maturity of the Credit Facility by one year to March 9, 2028. The maturity date would accelerate to January 30, 2025 if on such date Alliance Resource Operating Partners, L.P.'s ("AROP's") 7.500% senior unsecured notes due 2025 (the "2025 Senior Notes") (and certain refinancings thereof if due before June 8, 2028) are still outstanding and Alliance Coal does not on January 30, 2025 have liquidity of at least $200.0 million. The 2025 Senior Notes have been called for redemption, to be redeemed from the proceeds of the Notes Offering. The principal of the term loan will be paid in quarterly installments equal to 6.25% of its current outstanding balance of $56.3 million. The addition of an incremental facility permitting Alliance Coal at a future date to increase the Credit Facility by up to an aggregate of $100.0 million, subject to lenders agreeing to participate in such incremental facility. Alliance Coal and its subsidiaries that are guarantors under the Credit Agreement are permitted to guarantee up to $600.0 million of unsecured debt of the Partnership or AROP, including the Notes (as defined herein). As long as there is no continuing default under the Credit Agreement, Alliance Coal is permitted to pay cash d

01

ITEM 8.01. OTHER EVENTS. Indenture On June 12, 2024, in connection with the previously announced offering of $400.0 million in aggregate principal amount of senior unsecured notes due 2029 (the "Notes") in a private placement to eligible purchasers (the "Notes 2 Offering"), AROP and Alliance Resource Finance Corporation, AROP's wholly owned subsidiary (together with AROP, the "Issuers"), entered into an Indenture (the "Indenture"), among the Issuers, the Guarantors (as defined below) and Computershare Trust Company, N.A., as trustee ("Computershare"). The Notes are guaranteed (the "Guarantees"), jointly and severally, on a senior unsecured basis by the Partnership, certain of the Partnership's wholly owned oil and gas and coal royalties subsidiaries and each of the Partnership's subsidiaries that guarantee obligations under the Credit Agreement (collectively, the "Guarantors"). On June 12, 2024, the Notes Offering was completed and the Notes were issued pursuant to the Indenture. The Notes will be resold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes will accrue interest from June 12, 2024 at the rate of 8.625% per year. Interest on the Notes will be payable semi-annually in arrears on each June 15 and December 15, commencing on December 15, 2024. A portion of the net proceeds from the Notes Offering will be used to redeem the Issuers' outstanding 2025 Senior Notes and the remainder for general corporate purposes. The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of distributions or similar restricted payments, undertaking transactions with affiliates and limitations on asset sales. At any time prior to June 15, 2026, the Issuers may redeem up to 35% of the aggregate principal amoun

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description 4.1 Indenture, dated as of June 12, 2024, by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as trustee. 4.2 Form of 8.625% Senior Note due 2029 (included in Exhibit 4.1). 10.1 Amendment No. 1, dated June 12, 2024, to the Credit Agreement, dated as of January 13, 2023, among Alliance Coal, LLC, as borrower, Alliance Resource Operating Partners, L.P., Alliance Resource Partners, L.P., UC Coal, LLC, UC Mining, LLC, UC Processing, LLC and MGP II, LLC as additional Alliance entities and the initial lenders, initial issuing banks and swingline bank named therein, PNC Bank, National Association as administrative agent and collateral agent and PNC Capital Markets LLC, BOKF, NA DBA Bank of Oklahoma, Fifth Third Bank, National Association, Old National Bank and Truist Securities, Inc. as joint lead arrangers and joint bookrunners and the other institutions named therein as documentation agents, arrangers and joint bookrunners and the other institutions named therein as documentation agents. 104 Cover Page Interactive Data File (formatted as inline XBRL). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Alliance Resource Partners, L.P. By: Alliance Resource Management GP, LLC, its general partner By: /s/ Cary P. Marshall Cary P. Marshall Senior Vice President and Chief Financial Officer Date: June 12, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR