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CINER RESOURCES LP Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K/A)

11/22/2021 | 06:49am EST

Item 7.01 Regulation FD Disclosure.

On November 20, 2021, Ciner Enterprises Inc. ("Ciner Enterprises"), the indirect
owner of approximately 74% of the common units in Ciner Resources LP (the
"Partnership") and 100% of Ciner Resource Partners LLC (the "General Partner"),
the general partner of the Partnership, issued a press release announcing that
Ciner Enterprises entered into a definitive agreement (the "Purchase Agreement")
with Sisecam Chemicals USA Inc. ("Buyer"), an indirect subsidiary of Turkiye
Sise ve Cam Fabrikalari A.S. Pursuant to the Purchase Agreement, among other
•Ciner Enterprises agreed to enter into certain reorganization transactions
after the signing date of the Purchase Agreement but prior to closing of the
transactions contemplated under the Purchase Agreement, whereby Ciner
Enterprises would acquire all of the issued and outstanding units of New
Resources LLC, a Delaware limited liability company ("New Resources"), with New
Resources in turn then indirectly owning 100% of the General Partner and
approximately 74% of the common units in the Partnership (collectively, the
"Reorganization Transactions");
•subsequent to the Reorganization Transactions, Ciner Enterprises agreed to sell
to Buyer, and Buyer agreed to purchase, 60% of the outstanding units of New
Resources owned by Ciner Enterprises for a purchase price of $300 million (the
"New Resources Sale"); and
•at the closing of the New Resources Sale, New Resources, Ciner Enterprises and
Buyer would enter into a unitholders and operating agreement (the "New Resources
Operating Agreement").
Upon closing of the New Resources Sale, Buyer will own 60% of the outstanding
units in New Resources and Ciner Enterprises will own 40% of the outstanding
units in New Resources. The Purchase Agreement contains customary covenants and
closing conditions, including receipt of required regulatory approvals,
including the expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Pursuant to the terms of the New Resources Operating Agreement, Buyer and Ciner
Enterprises will have a right to designate six directors and four directors,
respectively, to the board of directors of New Resources. In addition, the New
Resources Operating Agreement will provide that (i) the board of directors of
the General Partner shall consist of four designees from Buyer, two designees
from Ciner Enterprises and three independent directors for as long as the
General Partner is legally required to appoint such independent directors and
(ii) the Partnership's right to appoint four managers to the board of managers
of Ciner Wyoming LLC shall be comprised of two designees from Buyer and two
designees from Ciner Enterprises.
A copy of Ciner Enterprises' press release is furnished as Exhibit 99.1 hereto.
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
This Form 8-K and related exhibit contain forward-looking statements. Statements
other than statements of historical facts included in this Form 8-K and related
exhibit that address activities, events or developments that the Partnership
expects, believes or anticipates will or may occur in the future are
forward-looking statements. Forward-looking statements include all statements
that are not historical facts and in some cases may be identified by the use of
forward-looking terminology such as the words "believe," "expect," "plan,"
"intend," "seek," "anticipate," "estimate," "predict," "forecast," "project,"
"potential," "continue," "may," "will," "could," "should," or the negative of
these terms or similar expressions. Such statements are based only on the
Partnership's current beliefs, expectations and assumptions regarding the future
of the Partnership's business, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many


of which are outside of the Partnership's control. The Partnership's actual results and financial condition may differ materially from those implied or expressed by these forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any of these forward-looking statements are described in the sections entitled "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors", contained in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020, as updated by subsequent reports filed with the United States Securities and Exchange Commission. All forward-looking statements included in this Form 8-K and related exhibit are expressly qualified in their entirety by such cautionary statements. Consequently, you are cautioned not to place undue reliance on any forward-looking statement because no forward-looking statement can be guaranteed. Unless required by law, the Partnership undertakes no duty and does not intend to update the forward-looking statements made herein to reflect new information or events or circumstances occurring after this Form 8-K. All forward-looking statements speak only as of the date made.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number                Description
99.1                            Press Release of Ciner Enterprises Inc., dated November 20, 2021
                              Cover Page Interactive Data File (embedded within the Inline XBRL
104                           document).

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