Item 7.01 Regulation FD Disclosure.
OnNovember 20, 2021 ,Ciner Enterprises Inc. ("Ciner Enterprises "), the indirect owner of approximately 74% of the common units inCiner Resources LP (the "Partnership") and 100% ofCiner Resource Partners LLC (the "General Partner"), the general partner of the Partnership, issued a press release announcing thatCiner Enterprises entered into a definitive agreement (the "Purchase Agreement") withSisecam Chemicals USA Inc. ("Buyer"), an indirect subsidiary ofTurkiye Sise ve Cam Fabrikalari A.S . Pursuant to the Purchase Agreement, among other things: •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, wherebyCiner Enterprises would acquire all of the issued and outstanding units ofNew Resources LLC , aDelaware 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 byCiner 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 inNew Resources andCiner 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 andCiner 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 fromCiner 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 ofCiner Wyoming LLC shall be comprised of two designees from Buyer and two designees fromCiner Enterprises . A copy ofCiner 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 affiliates. 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
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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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release ofCiner Enterprises Inc. , datedNovember 20, 2021 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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