Natural Resource Partners L.P. Acquires Interest in Trona Operations
HOUSTON, Jan. 23, 2013
HOUSTON, Jan. 23, 2013 /PRNewswire/ -- Natural Resource Partners L.P.
(NYSE:NRP) today reported that it has acquired (1) a 48.51% general partner
interest in OCI Wyoming L.P. and (2) 20% of the common shares and all of the
preferred shares of OCI Wyoming Co. from subsidiaries of Anadarko Petroleum
Corporation (NYSE:APC). NRP paid a net $292.5 million for the interests,
after normal closing adjustments to the purchase price of $310 million. The
agreement also contains an earn-out provision, which would require NRP to pay
Anadarko up to $50 million, on a net present value basis, over a three-year
period if OCI Wyoming L.P. achieves specified revenue targets during that
period. The acquisition was funded through a $200 million term loan, the
issuance of $76.5 million in equity, including a general partner contribution
of $1.5 million, and $16 million in cash.
OCI Wyoming is the world's fifth-largest producer of soda ash. It operates a
trona ore mining operation and a soda ash refinery in Green River, Wyoming.
Trona ore is a naturally occurring form of soda ash, which is used worldwide
in manufacturing a variety of consumer products, primarily including glass,
chemicals, soap and paper. World demand for soda ash has been growing for the
past three decades, driven particularly by Asia.
In addition to distributions on its 48.51% partnership interest in OCI Wyoming
L.P., NRP expects to receive an annual preferential distribution of $4.7
million on its preferred shares in OCI Wyoming Co. NRP expects the
transaction to be accretive to cash flow in 2013 in a range of $0.18 to $0.22
The day-to-day operations in Green River are managed by employees of OCI
Chemical Corporation, a subsidiary of OCI Company, Ltd, a Korean-based global
chemical company. NRP will appoint three people to a 7-member committee
responsible for governing the partnership.
"We are looking forward to a great partnership with OCI," said Nick Carter,
President and COO of Natural Resource Partners. "With the acquisition of this
interest in trona, we have taken another significant step in diversifying our
revenues. At the time of our initial public offering, we had a vision of
owning numerous types of natural resource properties. In the past six years
we have made a concerted effort to increase our exposure to a variety of
minerals including aggregates/industrial minerals and oil and gas. In
addition, over that same period we have diversified our coal assets to include
large reserve blocks and infrastructure assets in Illinois, as well as
metallurgical coal reserves in Appalachia, Collectively, we anticipate that
these assets will provide stability and diversity for our unitholders."
The three year $200 million senior unsecured term loan was issued by ten
banks, seven of which participate in NRP's credit facility. Citigroup Global
Markets, Inc., Wells Fargo Securities, LLC and BBVA Compass served as joint
lead arrangers and joint bookrunners on the transaction. The loan requires
modest repayments of $10 million in January 2014 and $20 million in January
2015, with the remainder due upon maturity in January 2016.
NRP issued $75 million in equity to several affiliates of NRP's general
partner, including Corbin J. Robertson, Jr, Chairman and CEO of Natural
Resource Partners, and members of his family; Chris Cline; S. Reed Morian; and
W.W. Scott, Jr. The 3,784,572 common units issued at $19.8173 reflect a 4.5%
discount to the volume-weighted average closing price of NRP's units over the
prior 15 trading days. NRP (GP) L.P., the general partner of Natural Resource
Partners L.P., also contributed $1.5 million to maintain its 2% interest in
Following the acquisition and associated financing, NRP has approximately $285
million in liquidity, consisting of $133 million in cash (at December 31, 2012
pro-forma for the transaction) and $152 million available under its credit
NRP will host a conference call and simultaneous webcast with management at
10:00 a.m. ET, January 24, 2013 to discuss the acquisition. A supplemental
slide presentation and a link to the webcast will be available on NRP's
website, www.nrplp.com under the "Investors" section no later than 5:15 p.m.
Conference Call Details:
Date/Time: Thursday, January 24, 2013 at 10:00 a.m. ET
Call Title: NRP Acquisition of interests in OCI Wyoming L.P. and
OCI Wyoming Co.
Dial In: (855) 263-4138
Conference ID: 92161296
The conference call replay will be available for replay approximately two
hours after the call's completion and remain available through February 24,
Replay Dial In: (855) 859-2056 or (404) 537-3406
Natural Resource Partners L.P. is a master limited partnership headquartered
in Houston, TX, with its operations headquarters in Huntington, WV. NRP is
principally engaged in the business of owning natural resource assets. NRP
primarily owns coal, aggregate and oil and gas reserves across the United
States that generate royalty income for the partnership.
For additional information, please contact Kathy H. Roberts at 713-751-7555 or
firstname.lastname@example.org. Further information about NRP is available on the
partnership's website at http://www.nrplp.com.
This press release does not constitute an offer of any securities for sale.
The common units have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This press release may include "forward-looking statements" as defined by the
Securities and Exchange Commission. Such statements include the accretive
nature of the transaction. All statements, other than statements of
historical facts, included in this press release that address activities,
events or developments that the partnership expects, believes or anticipates
will or may occur in the future are forward-looking statements. These
statements are based on certain assumptions made by the partnership based on
its experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances. Such statements are subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of the
partnership. These risks include, but are not limited to, decreases in demand
for coal; changes in operating conditions and costs; production cuts by our
lessees; commodity prices; unanticipated geologic problems; changes in the
legislative or regulatory environment and other factors detailed in Natural
Resource Partners' Securities and Exchange Commission filings. In addition,
there are significant risks and uncertainties relating to our acquisition and
ownership of OCI Wyoming including (a) the assumptions on which our estimates
of future results of the business have been based may prove to be incorrect in
a number of material ways, resulting in our not realizing the expected
benefits of the acquisition, (b) the ownership of a general partner interest
in OCI Wyoming could expose us to additional unknown and contingent
liabilities, and (c) we will not own 100 percent of, and only have limited
approval rights with respect to, OCI Wyoming following closing and our partner
will be able to control most business decisions relative to OCI Wyoming.
Natural Resource Partners L.P. has no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events or otherwise.
SOURCE Natural Resource Partners L.P.
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