UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2016
Rhino Resource Partners LP
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 001-34892 (Commission File Number) | 27-2377517 (IRS Employer Identification No.) |
424 Lewis Hargett Circle, Suite 250
Lexington, Kentucky 40503
(Address of principal executive office) (Zip Code)
(859) 389-6500
(Registrants’ telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.01 Changes in Control of Registrant.
On January 7, 2016, Royal Energy Resources, Inc. (OTCBB: ROYE) (“Royal”) and Wexford Capital LP (“Wexford”) entered into a binding term sheet agreement (“Term Sheet”) whereby Royal will acquire 6,769,112 issued and outstanding common units representing limited partner interests of Rhino Resource Partners LP (OTCQB: RHNO) (the “Partnership”) currently owned by Wexford. The binding Term Sheet also includes the acquisition by Royal at a later date of all of the issued and outstanding membership interests of Rhino GP LLC, the general partner of the Partnership, as well as 9,455,252 issued and outstanding subordinated units representing limited partner interests of the Partnership currently owned by Wexford. Pursuant to the executed binding Term Sheet, Royal and Wexford agree to negotiate definitive agreements to finalize the contemplated transactions described above no later than January 15, 2016.
ITEM 7.01 Regulation FD Disclosure.
The Partnership issued a press release on January 7, 2016, announcing the execution of the Term Sheet. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
ITEM 9.01 Financial Statements and Exhibits.
| | (d) Exhibits |
| | | |
| | 99.1 | Press release dated January 7, 2016 |
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.
| | RHINO RESOURCE PARTNERS LP |
| | | | |
| | By: | Rhino GP LLC, | |
| | | Its General Partner | |
| | | | |
| Dated: January 12, 2016 | By: | /s/ Whitney C. Kegley | |
| | Name: Whitney C. Kegley | |
| | Title: Vice President, Secretary and General Counsel |
EXHIBIT INDEX
| 99.1 | Press release dated January 7, 2016 |
