Item 1.01. Entry into a Material Definitive Agreement
On February 28, 2020, Pocahontas Royalties LLC ("Pocahontas Royalties")
completed the acquisition of a private company that owns approximately one
million acres of mineral reserves and leases coal reserves to coal mine
operators in Central Appalachia (the "Acquisition"). Pocahontas Royalties is a
newly formed company controlled by Corbin J. Robertson, Jr. and members of his
family. Mr. Robertson is the Chairman and Chief Executive Officer of GP Natural
Resource Partners LLC ("GP LLC"), the general partner of NRP (GP) LP ("NRP GP"),
the general partner of Natural Resource Partners L.P. ("NRP").
In connection with the closing of the Acquisition, NRP, GP LLC, NRP GP, and NRP
(Operating) LLC (collectively, the "NRP Entities") delivered a limited waiver to
Pocahontas Royalties (the "Limited Waiver") to the First Amended and Restated
Omnibus Agreement dated effective as of April 22, 2009, by and among Western
Pocahontas Properties Limited Partnership, Great Northern Properties Limited
Partnership, New Gauley Coal Corporation, Robertson Coal Management LLC, and the
NRP Entities (the "Omnibus Agreement"). Pursuant to the Limited Waiver, the NRP
Entities waived the provision of the Omnibus Agreement that restricts Mr.
Robertson and his affiliates (other than the NRP Entities) from owning,
operating or investing in fee coal reserves in the United States with an
aggregate fair market value in excess of $75 million for the purpose of allowing
Mr. Robertson to complete the Acquisition. Mr. Robertson had previously offered
the NRP Entities the opportunity to participate in the Acquisition and the NRP
Entities determined, after due consideration, not to participate.
A copy of the Limited Waiver is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference. The description of the Limited
Waiver in this report is a summary and is qualified in its entirety by the terms
of the Limited Waiver.
In addition, on February 28, 2020 and in connection with the delivery of the
Limited Waiver, the NRP Entities and Pocahontas Royalties entered into a Right
of First Offer Agreement (the "ROFO Agreement"). Pursuant to the ROFO Agreement,
Pocahontas Royalties granted to NRP the exclusive right of first offer to
purchase any assets (or entities holding such assets) proposed to be sold at any
time by Pocahontas Royalties or any of its subsidiaries with a fair market value
exceeding $2 million (individually or in the aggregate), excluding surface
acreage, assets or rights (other than surface rights that are appurtenant to or
necessary for the development of mineral reserves). Provided that Pocahontas
Royalties has provided NRP the opportunity to make a first offer within the time
periods specified in the ROFO Agreement, Pocahontas Royalties will be under no
obligation to accept any offer timely made by NRP and may determine, in its sole
discretion, to consummate a transaction with a third party free and clear of any
obligations to NRP.
A copy of the ROFO Agreement is filed as Exhibit 10.2 to this Current Report
on Form 8-K and is incorporated herein by reference. The description of the ROFO
Agreement in this report is a summary and is qualified in its entirety by the
terms of the ROFO Agreement.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Limited Waiver dated February 28, 2020 by Natural Resource Partners
L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP
(Operating) LLC.
10.2 Right of First Offer Agreement dated as of February 28, 2020 by and
among Pocahontas Royalties LLC, Natural Resource Partners L.P., GP
Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating)
LLC.
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