ALLIANCE HOLDINGS GP, L.P. (NASDAQ:AHGP) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM 2.03Creation of a Direct Financial Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 8.01 of this Current Report is
incorporated by reference into this Item 2.03.
ITEM 8.01 Other Events
Indenture
On April 24, 2017, in connection with the previously announced
offering of $400 million in aggregate principal amount of senior
unsecured notes due 2025 in a private placement to eligible
purchasers (the Offering), Alliance Resource Operating Partners,
L.P. (“AROP”), a subsidiary of Alliance Resource Partners, L.P.
(“ARLP”) and Alliance Resource Finance Corporation, AROPs
wholly owned subsidiary (together with AROP, the “Issuers”)
entered into an Indenture (the Indenture), among the Issuers, the
Guarantors (as defined below) and Wells Fargo Bank, National
Association, as trustee (Wells Fargo). The Notes are guaranteed
(the Guarantees), jointly and severally, on a senior unsecured
basis by ARLP and by AROPs existing subsidiaries other than AROP
Funding, LLC, Wildcat Insurance, LLC and Matrix Design Africa
(PTY) LTD (collectively, the Guarantors).
On April 24, 2017, the Offering was completed and the Notes were
issued 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 April 24,
2017 at the rate of 7.5% per year. Interest on the Notes will be
payable semi-annually in arrears on each May 1 and November 1,
commencing on November 1, 2017.
The net proceeds from the Offering of the Notes and the
Guarantees will be used to repay AROPs outstanding Series B
senior notes due 2018, the term loan outstanding under AROPs
credit facility and a portion of the existing revolving
borrowings under AROPs credit facility.
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 May 1, 2020, the Issuers may redeem up to
35% of the aggregate principal amount of the Notes at a
redemption price equal to 107.5% of the principal amount
redeemed, plus accrued and unpaid interest, if any, to the
redemption date, with an amount of cash not greater than the net
proceeds from one or more equity offerings. The Issuers may also
redeem all or a part of the Notes at any time on or after May 1,
2020, at the redemption prices set forth in the Indenture, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. At any time prior to May 1, 2020, the Issuers
may redeem the Notes at a redemption price equal to the principal
amount of the Notes plus a make-whole premium, plus accrued and
unpaid interest, if any, to the redemption date.
The Notes and the Guarantees are the general unsecured
obligations of the Issuers and the Guarantors and rank equally in
right of payment with all of the Issuers and the Guarantors
existing and future senior indebtedness and senior to all of the
Issuers and the Guarantors future subordinated
2
indebtedness, if any. The Notes and the Guarantees are
effectively subordinated in right of payment to all of the
Issuers and the Guarantors existing and future secured debt,
including debt under AROP’s senior secured credit facility and
guarantees thereof, to the extent of the value of the assets
securing such debt, and are structurally subordinated to all
indebtedness of any of ARLPs subsidiaries that do not guarantee
the Notes.
The summary of the Indenture set forth in this Item 8.01 does
not purport to be complete and is qualified by reference to
such agreement, a copy of which is being filed as Exhibit 4.1
hereto and is incorporated herein by reference.
ITEM 9.01Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
||
|
4.1 |
Indenture, dated as of April 24, 2017, by and among |
||
|
4.2 |
Form of 7.500% Senior Note due 2025 (included in |
3
About ALLIANCE HOLDINGS GP, L.P. (NASDAQ:AHGP)
Alliance Holdings GP, L.P. is a limited partnership company. The Company owns directly and indirectly 100% of the members’ interest in Alliance Resource Management GP, LLC (MGP), the managing general partner of Alliance Resource Partners, L.P. (ARLP). The Company’s segments include Illinois Basin, Appalachia, and Other and Corporate. The Illinois Basin segment consists of various operating segments, including Webster County Coal’s Dotiki mining complex, Gibson County Coal’s mining complex, Hopkins County Coal’s mining complex, White County Coal’s Pattiki mining complex, Warrior’s mining complex, Sebree Mining’s mining complex, River View’s mining complex and the Hamilton mining complex. The Appalachia segment consists of various operating segments, including the Mettiki mining complex, the Tunnel Ridge mining complex and the MC Mining mining complex. The Other and Corporate segment includes Alliance Service, Inc. (ASI) and its subsidiary, Matrix Design and its subsidiaries. ALLIANCE HOLDINGS GP, L.P. (NASDAQ:AHGP) Recent Trading Information
ALLIANCE HOLDINGS GP, L.P. (NASDAQ:AHGP) closed its last trading session up +0.12 at 27.68 with 54,035 shares trading hands.