Ciner Resources LP (NYSE:CINR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2017, the board of directors (the “Board”) of Ciner Resource Partners LLC (the “General Partner”) appointed Chris DeBerry (age 49) as the Chief Accounting Officer and Controller of the General Partner, to be effective immediately.
Mr. DeBerry will be employed and compensated by Ciner Resources Corporation, subject to reimbursement by Ciner Resources LP, a Delaware limited partnership (the “Partnership”). He will also be eligible to participate in the General Partner’s long term incentive plan (the “LTIP”), which provides for awards in the form of common units, phantom units, distribution equivalent rights, cash awards and other unit-based awards. The portion of Mr. DeBerry’s compensation that will be payable by the Partnership includes (1) the amount of awards made to him under the LTIP allocated to the Partnership by Ciner Resources Corporation (and reimbursed to Ciner Resources Corporation by the Partnership) and (2) the amount of other compensation allocated to the Partnership by Ciner Resources Corporation (and reimbursed to Ciner Resources Corporation by the Partnership), with each of such allocations determined by the amount of time he actually spends working for the Partnership relative to the amount of time he spends working for Ciner Resources Corporation and its affiliates.
Mr. DeBerry has served as Controller of the Partnership since October 2014. Prior to joining the Partnership, Mr. DeBerry served as the Assistant Corporate Controller with Axiall Corporation from September 2006 to August 2014. Mr. DeBerry earned his Masters of Accounting and Bachelors of Science in accounting degrees from Florida State University and is a certified public accountant in the state of Georgia.
There are no arrangements or understandings between Mr. DeBerry and any other person to which he was selected to serve as Chief Accounting Officer and Controller. The Partnership and the General Partner are not aware of any transactions or existing relationships in which Mr. DeBerry has a direct or indirect material interest that would require disclosure to Item 404(a) of Regulation S-K other than as set forth herein, and are not aware of any family relationship between Mr. DeBerry and the General Partner’s executive officers, directors or any person nominated to become a director or executive officer of the General Partner that would require disclosure under Item 401(d) of Regulation S-K. In 2016, Mr. DeBerry’s compensation allocated to the Partnership includes $165,528 in base salary and $17,990 as other non-equity compensation.
Item 7.01 Regulation FD Disclosure.
On July 28, 2017, the Partnership issued a press release announcing the declaration of its second quarter 2017 distribution. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In accordance with Treasury Regulation 1.1446-4(d), a qualified notice was issued to the New York Stock Exchange indicating that this distribution represents income effectively connected with a U.S. business (ECI) and that all nominees are responsible for withholding 35% of the fiscal 2017 second quarter distribution to foreign investors (nonresident aliens, foreign corporations, foreign trusts and foreign estates) as required under Section 1446 of the Internal Revenue Code.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit Number |
Description |
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99.1 |
Press release dated July 28, 2017. |
Ciner Resources LP ExhibitEX-99.1 2 ex991-q2x2017distribution.htm EXHIBIT 99.1 Exhibit CINER RESOURCES LP ANNOUNCES QUARTERLY CASH DISTRIBUTIONATLANTA,…To view the full exhibit click here
About Ciner Resources LP (NYSE:CINR)
Ciner Resources LP, formerly OCI Resources LP, owns a controlling interest consisting of 51% membership interest in Ciner Wyoming LLC (Ciner Wyoming). Ciner Wyoming produces soda ash and serves a global market from its facility in the Green River Basin of Wyoming. The Company processes trona ore into soda ash, a raw material in flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. Its Green River Basin surface operations are situated on approximately 880 acres in Wyoming, and its mining operations consists of over 23,500 acres of leased and licensed subsurface mining area. The Company uses over six continuous mining machines and approximately 10 underground shuttle cars in its mining operations. Its processing assets consist of material sizing units, conveyors, calciners, dissolver circuits, thickener tanks, drum filters, evaporators and rotary dryers. The Company sells soda ash to American Natural Soda Ash Corporation (ANSAC).