Ciner Resources LP (NYSE:CINR) Files An 8-K Entry into a Material Definitive Agreement

Ciner Resources LP (NYSE:CINR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.

Ciner Resources LP

On August 1, 2017, Ciner Resources LP, a Delaware limited partnership (the “Partnership”), entered into a Credit Agreement (the “Ciner Resources Credit Agreement” or “Revolving Credit Facility”) with each of the lenders listed on the respective pages thereof and PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer. The Ciner Resources Credit Agreement replaces the former Credit Agreement, dated as of July 18, 2013, by and among the Partnership, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, as amended (the “Former Ciner Resources Credit Agreement”), which was terminated on August 1, 2017 upon entry into the Ciner Resources Credit Agreement.

The Ciner Resources Credit Agreement is a $10.0 million senior secured revolving credit facility with a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The Revolving Credit Facility provides for revolving loans to be available to fund distributions on the Partnership’s units and working capital requirements and capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. The Revolving Credit Facility includes a sublimit up to $5.0 million for same-day swing line advances and a sublimit up to $5.0 million for letters of credit. The Partnership’s obligations under the Revolving Credit Facility are guaranteed by each of the Partnership’s material domestic subsidiaries other than Ciner Wyoming LLC (“Ciner Wyoming”). In addition, the Partnership’s obligations under the Revolving Credit Facility are secured by a pledge of substantially all of the Partnership’s assets (subject to certain exceptions), including the membership interests held in Ciner Wyoming by the Partnership.

The Revolving Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) the Partnership’s ability to (and the ability of the Partnership’s subsidiaries, including without limitation, Ciner Wyoming to):

a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent’s prime rate in effect on such day or (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or

	a LIBOR Rate plus an applicable margin.

The unused portion of the Revolving Credit Facility is subject to an unused line fee ranging from 0.225% to 0.300% based on our then current consolidated leverage ratio.

Ciner Wyoming LLC

In addition, on August 1, 2017, Ciner Wyoming, entered into a Credit Agreement (the “Ciner Wyoming Credit Agreement” or “Ciner Wyoming Credit Facility”) with each of the lenders listed on the respective pages thereof and PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer. The Ciner Wyoming Credit Agreement replaces the former Credit Agreement, dated as of July 18, 2013, by and among Ciner Wyoming, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, as amended (the “Former Ciner Wyoming Credit Agreement” and, together with the Former Ciner Resources Credit Agreement, collectively, the “Former Credit Agreements”), which was terminated on August 1, 2017 upon entry into the Ciner Wyoming Credit Agreement.

The Ciner Wyoming Credit Agreement is a $225.0 million senior unsecured revolving credit facility with a syndicate of lenders, which will mature on the fifth anniversary of the closing date of such credit facility. The Ciner Wyoming Credit Facility provides for revolving loans to fund working capital requirements, capital expenditures, to consummate permitted acquisitions and for all other lawful partnership purposes. The Ciner Wyoming Credit Facility has an accordion feature that allows Ciner Wyoming to increase the available revolving borrowings under the facility by up to an additional $75.0 million, subject to Ciner Wyoming receiving increased commitments from existing lenders or new commitments from new lenders and the satisfaction of certain other conditions. In addition, the Ciner Wyoming Credit Facility includes a sublimit up to $20.0 million for same-day swing line advances and a sublimit up to $40.0 million for letters of credit. Ciner Wyoming’s obligations under the Ciner Wyoming Credit Facility are unsecured.

The Ciner Wyoming Credit Facility contains various covenants and restrictive provisions that limit (subject to certain exceptions) Ciner Wyoming’s ability to:

	make distributions on or redeem or repurchase units;

	incur or guarantee additional debt;

	make certain investments and acquisitions;

	incur certain liens or permit them to exist;

	enter into certain types of transactions with affiliates of Ciner Wyoming;

	merge or consolidate with another company; and

	transfer, sell or otherwise dispose of assets.

The Ciner Wyoming Credit Facility also requires quarterly maintenance of a consolidated leverage ratio (as defined in the Ciner Wyoming Credit Facility) of not more than 3.00 to 1.00 and a consolidated interest coverage ratio (as defined in the Ciner Wyoming Credit Facility) of not less than 3.00 to 1.00.

The Ciner Wyoming Credit Facility contains events of default customary for transactions of this nature, including (i)failure to make payments required under the Ciner Wyoming Credit Facility, (ii)events of default resulting from failure to comply with covenants and financial ratios in the Ciner Wyoming Credit Facility, (iii)the occurrence of a change of control, (iv)the institution of insolvency or similar proceedings against Ciner Wyoming and (v) the occurrence of a default under any other material indebtedness Ciner Wyoming may have. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of the Ciner Wyoming Credit Facility, the lenders may terminate all outstanding commitments under the Ciner Wyoming Credit Facility and may declare any outstanding principal of the Ciner Wyoming Credit Facility debt, together with accrued and unpaid interest, to be immediately due and payable.

Under the Ciner Wyoming Credit Facility, a change of control is triggered if Ciner Resources Corporation and its wholly-owned subsidiaries, directly or indirectly, cease to own all of the equity interests, or cease to have the ability to elect a majority of the board of directors (or similar governing body) of the General Partner (or any entity that performs the functions of the Partnership’s general partner). In addition, a change of control would be triggered if the Partnership ceases to own at least 50.1% of the economic interests in Ciner Wyoming or cease to have the ability to elect a majority of the members of Ciner Wyoming’s board of managers.

Loans under the Ciner Wyoming Credit Facility bear interest at Ciner Wyoming’s option at either:

	a Base Rate, which equals the highest of (i) the federal funds rate in effect on such day plus 0.50%, (ii) the administrative agent’s prime rate in effect on such day or (iii) one-month LIBOR plus 1.0%, in each case, plus an applicable margin; or

	a LIBOR Rate plus an applicable margin.

The unused portion of the Ciner Wyoming Credit Facility is subject to an unused line fee ranging from 0.225% to 0.300% per annum based on Ciner Wyoming’s then current consolidated leverage ratio.

Item 1.02 Termination of a Material Definitive Agreement

The information regarding the termination of the Former Credit Agreements on August 1, 2017set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Ciner Resources LP ExhibitEX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CREDIT AGREEMENT Dated as of August 1,…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).