UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 20, 2010
NATURAL RESOURCE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-31465 | | 35-2164875 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 601 Jefferson, Suite 3600 | | |
| Houston, Texas | | 77002 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code:(713) 751-7507
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01 | Entry into a Material Definitive Agreement |
The Contribution Agreement
On September 20, 2010, Natural Resource Partners L.P. (the “Partnership”) entered into a Contribution Agreement (the “Contribution Agreement”) by and among the Partnership, its general partner, NRP (GP) LP (the “General Partner”), Western Pocahontas Properties Limited Partnership, Great Northern Properties Limited Partnership, New Gauley Coal Corporation and NRP Investment L.P. (collectively, but excluding the Partnership, the “IDR Holders”) whereby the IDR Holders collectively contributed all of the incentive distribution rights representing limited partner interests in the Partnership (the “IDRs”) to the Partnership in exchange for the issuance by the Partnership to the IDR Holders of 32,000,000 common units representing limited partner interests in the Partnership (the “New Units”). The Partnership cancelled the IDRs following the acquisition thereof.
The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
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| Item 3.02 | Unregistered Sale of Equity Securities |
As discussed in Item 1.01 of this Current Report, the Partnership entered into the Contribution Agreement on September 20, 2010. Pursuant to the terms of the Contribution Agreement, the Partnership will issue the New Units to the IDR Holders. The New Units were offered and issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
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| Item 3.03 | Material Modifications to Rights of Security Holders |
Fourth Amended and Restated Agreement of Limited Partnership of the Partnership
At the closing of the Contribution Agreement, the Partnership entered into the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Fourth Partnership Agreement”), to, among other things, reflect the cancellation of the IDRs, remove references to the subordinated units and Class B units (all of which previously converted into common units), and to make certain other changes thereto. The other changes included a modification removing the General Partner’s obligation to make capital contributions to maintain its 2% interest.
After giving effect to this amendment and restatement, the concepts of minimum quarterly distribution, operating surplus and capital surplus will cease to have any significance and all cash distributions will be made in accordance with the description attached hereto as Exhibit 99.1.
The foregoing description of the Fourth Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As discussed above in Item 3.03 of this Current Report, which is incorporated herein by reference, the Partnership entered into the Fourth Partnership Agreement in connection with entry into the Contribution Agreement on September 20, 2010.
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| Item 7.01 | Regulation FD Disclosure |
In accordance with General Instructions B.2. and B.6 of Form 8-K, the following information and the exhibit referenced therein are being furnished under Item 7.01 of Form 8-K and are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are not subject to the liabilities of that section and are not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
On September 20, 2010, Natural Resource Partners L.P. announced via press release the issuance of the New Units and the cancellation of the IDRs. A copy of the press release is attached hereto as Exhibit 99.2.
Fourth Amended and Restated Agreement of Limited Partnership of the General Partner
At the closing of the Contribution Agreement, the General Partner entered into the Fourth Amended and Restated Agreement of Limited Partnership of the General Partner (“General Partner Partnership Agreement”) to
