UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 15, 2022
(Exact name of registrant as specified in its charter)
Delaware | 73-1564280 | |||
(State or other jurisdiction of | Commission | (IRS Employer |
1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119
(Address of principal executive offices and zip code)
(918) 295-7600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Units | ARLP | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously disclosed in the consent solicitation statement filed by Alliance Resource Partners, L.P. (the “Partnership”) on October 12, 2022, the Partnership solicited written consents from its unitholders to approve a proposed amendment (the “Amendment”) to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan, as amended (the “Plan”), which would, among other things, increase the number of common units available for awards under the Plan from 7,200,000 to 15,500,000. As of 5:00 p.m., Eastern Standard Time, on November 15, 2022, the deadline for unitholders to submit consents, the Partnership received sufficient consents from its unitholders to approve the Amendment. Following unitholder approval, the Amendment became effective on November 15, 2022. The Board of Directors of the Partnership’s general partner had previously approved the Amendment.
The material terms of the Plan and the Amendment are summarized in the Partnership’s consent solicitation statement under the caption “The Plan and Proposed Amendment.” Such description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, a copy of which was filed as Appendix A to the consent solicitation statement, and the Amendment, which is filed as Exhibit 10.1 to this report.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In connection with the proposed Amendment, the Company solicited consents (the “Consent Solicitation”) from its Unitholders for approval of the increase of common units available for awards under the Plan. The final results of the Consent Solicitation are set forth below:
1. | Proposal to approve an amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan, as amended (the “Plan”) to increase the number of common units available for awards under the Plan by 8,300,000 to an aggregate of 15,500,000 common units. |
The votes in favor of the Amendment represent approximately 56.5% of the Partnership’s outstanding units and approximately 95.3% of the total votes received (consisting of the votes for or against the Amendment and abstentions).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit |
| Description | |
10.1 | Sixth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan. | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL). | ||
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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 hereunto duly authorized.
Alliance Resource Partners, L.P. | ||
By: | Alliance Resource Management GP, LLC, | |
its general partner | ||
By: | /s/ Joseph W. Craft III | |
Joseph W. Craft III | ||
President, Chief Executive Officer | ||
and Chairman | ||
Date: November 18, 2022
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EXHIBIT 10.1
SIXTH AMENDMENT TO THE AMENDED AND RESTATED
ALLIANCE COAL, LLC
2000 LONG-TERM INCENTIVE PLAN
THIS SIXTH AMENDMENT (the “Sixth Amendment”) to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan, as amended from time to time (the “Plan”), has been adopted by Alliance Coal, LLC (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.
W I T N E S S E T H:
WHEREAS, the Company previously adopted the Plan;
WHEREAS, Section 7(a) of the Plan provides that the Plan may be amended from time to time;
WHEREAS, the Company now desires to amend the Plan to increase the number of units authorized for delivery upon vesting of awards by 8.3 million, effectively increasing the number of units authorized from 7.2 million to 15.5 million;
WHEREAS, the Company further desires to amend the Plan to revise the definitions of “Board” and “Change in Control”; and
WHEREAS, the Company has determined that the Sixth Amendment shall be made effective as of November 15, 2022 (the “Amendment Effective Date”).
NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be amended as of the Amendment Effective Date, as set forth below:
The definition of “Board” contained in Section 2 of the Plan shall be amended to read as follows:
“Board” means the board of directors of the general partner of the Partnership.
The definition of “Change in Control” contained in Section 2 of the Plan shall be amended to read as follows:
“Change in Control” means, and shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Partnership to any Person or its Affiliates, unless immediately following such sale, lease, exchange or other transfer such assets are controlled, directly or indirectly, by Joseph W. Craft III; (ii) the consolidation or merger of the Partnership with or into another Person pursuant to a transaction in which the outstanding voting interests of the Partnership are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting interests of the Partnership are changed into or exchanged for voting stock or interests of the surviving entity or its parent, (b) the holders of the voting interests of the Partnership immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving entity or its parent immediately after such transaction and (c) Mr. Craft, directly or indirectly, retains control over the business of the Partnership or any successor entity; or (iii) a “person” or “group” (within the meaning of Section 13(d) or 14(d)(2) of the Exchange Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all voting interests of the Partnership then outstanding, other than (a) in a merger or consolidation which would not constitute a Change in Control under clause (ii) above or (b) any transaction in which Mr. Craft, directly or indirectly, retains control over the business of the Partnership or any successor entity. Notwithstanding the foregoing, for purposes of an Award that provides for a deferral of compensation under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”), to the extent the impact of a Change in Control on such Award would subject a Participant to additional taxes under Section 409A, a Change in Control described in subsection (i), (ii) or (iii) above with respect to such Award will mean both
a Change in Control and a “change in the ownership of a corporation,” “change in the effective control of a corporation” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A as applied to the Partnership.
The existing Section 4(a) of the Plan shall be amended to provide for a new Section 4(a), which shall read as follows:
“(a) Units Available. Subject to adjustment as provided in Section 4(c), the number of Units with respect to which Options and Restricted Units may be issued under the Plan is 15,500,000. If any Option or Restricted Unit is forfeited or otherwise terminates or is cancelled without the delivery of Units, then the Units covered by such Award, to the extent of such forfeiture, termination or cancellation, shall again be Units with respect to which Options or Restricted Units may be granted. Similarly, if any Award is paid or settled in cash rather than the delivery of Units, then the Units subject to such Award shall again be Units with respect to which Options or Restricted Units may be granted. Notwithstanding the foregoing, the aggregate grant of Awards, either in the form of Options and/or Restricted Units, may exceed 15,500,000 so long as the actual number of Units delivered with respect to Options and /or Restricted Units granted under the Plan does not exceed 15,500,000.”
RESOLVED, that except as amended hereby, the Plan is specifically ratified and reaffirmed.
[Remainder of Page Intentionally Left Blank.]
ALLIANCE COAL, LLC | ||
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| By: | MGP II, LLC, its managing member |
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| By: | Alliance Holdings GP, LP, its managing member |
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| By: | New AHGP GP, LLC, its general partner |
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| By: | Alliance Resource Partners, L.P., its sole member |
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| By: | Alliance Resource Management GP, LLC, its general partner |
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| By: | |
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