Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

*      The common units representing limited partner interests (the ARLP common units) of Alliance Resource Partners, L.P. (ARLP) attributable to Mr. Craft consist of (i) 18,897,115 ARLP common units held directly by him as trustee of JWC III Rev Trust, (ii) 2,000 ARLP common units held by his son, (iii) 168,602 ARLP common units held by his spouse and (iv) 28,141 ARLP common units held by Alliance Resource GP, LLC, which is jointly owned by Mr. Craft and Kathleen S. Craft.

 

**   Based on a total of 132,246,604 ARLP common units issued and outstanding as of June 1, 2018.

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This Amendment No. 5 to Schedule 13D (this Amendment) is being filed by each of Joseph W. Craft III (Craft), C-Holdings, LLC (C-Holdings) and Alliance GP, LLC (AGP and together with Craft and C-Holdings, the Reporting Persons), to amend the Schedule 13D filed on May 21, 2002, as amended and supplemented by Amendment No. 1 filed on April 7, 2003, Amendment No. 2 filed on August 8, 2017, Amendment No. 3 filed on March 15, 2018 and Amendment No. 4 filed on June 11, 2018 (collectively, the Prior Schedule 13D). This Amendment is being filed solely to correct an error with respect to the 1,322,388 common units of Alliance Resource Partners, L.P., a Delaware limited partnership (ARLP), that were issued in the Simplification Transactions (as defined below). The Prior Schedule 13D indicated that, as part of the Simplification Transactions, Alliance Resource GP, LLC, a Delaware limited liability company (SGP), was issued 1,322,388 ARLP common units in exchange for its contribution to ARLP of all of the limited partner interests in AHGP. This Amendment reflects that, in exchange for SGPs contribution to ARLP of all of the limited partner interests in AHGP, the joint owners of SGP, i.e., JWC III Rev Trust (of which Craft is the trustee) and the Kathleen S. Craft Revocable Trust, were each issued 661,194 ARLP common units, and SGP was not issued any ARLP common units in exchange for such contribution. The Prior Schedule 13D shall not be modified except as specifically provided herein. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Prior Schedule 13D.

 

Item 2.                                 Identity and Background.

 

Schedule I is hereby amended and restated in its entirety as attached hereto.

 

Item 4.                                 Purpose of Transaction.

 

Item 4 of the Prior Schedule 13D is hereby amended and supplemented as follows:

 

On May 31, 2018, ARLP and AHGP, completed the transactions contemplated by that certain Simplification Agreement dated as of February 22, 2018 (the Simplification Agreement), by and among AHGP, Alliance GP, LLC, a Delaware limited liability company and the general partner of AHGP (AGP), certain subsidiaries of AHGP and AGP, ARLP, Alliance Resource Management GP, LLC, a Delaware limited liability company and the general partner of ARLP (MGP), and SGP. Pursuant to the Simplification Agreement, among other things, through a series of transactions, (i) AHGP became a wholly owned subsidiary of ARLP, (ii) New AHGP GP, LLC, a Delaware limited liability company and wholly owned subsidiary of AHGP (New AHGP GP), became a wholly owned subsidiary of ARLP and the new general partner of AHGP, and (iii) MGP became a wholly owned subsidiary of AGP and continues to be the general partner of ARLP. The Simplification Agreement and the transactions contemplated thereby (the Simplification Transactions), including the Merger (as defined below), were approved by written consent by holders of approximately 68% of the AHGP common units outstanding as of April 25, 2018, the record date for the consent solicitation.

 

The Simplification Transactions were effected in part through a merger, whereby Wildcat GP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AGP (Merger Sub), merged with and into AHGP, with AHGP surviving and continuing to exist as a Delaware limited partnership (the Merger). By virtue of the Merger, each AHGP common unit that was issued and outstanding immediately prior to the effective time of the Merger (the Effective Time), other than the AHGP common units held by the owners of SGP, was canceled and converted into the right to receive approximately 1.4782 ARLP common units held by AHGP and its subsidiaries immediately prior to the Effective Time (the Exchange Units), and the AHGP common units held by the owners of SGP immediately prior to the Effective Time were canceled and converted into the right to receive 29,188,997 Exchange Units, which equals (i) the product of the number of AHGP common units held by the owners of SGP immediately prior to the Effective Time multiplied by 1.4782, minus (ii) 1,322,388 ARLP common units to be issued to the owners of SGP pursuant to the transactions immediately following the Merger (as described below). As part of the Merger, all of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time were converted into and became limited partner interests in AHGP and were held momentarily by SGP. All AHGP deferred phantom units that were outstanding immediately prior to the Effective Time were paid in full and deemed to have been converted into AHGP common units and had a right to receive a portion of the Exchange Units on the same economically equivalent basis as the other AHGP unitholders as described above.

 

Immediately following the closing of the Merger, (i) SGP contributed all of the limited partner interests in AHGP to ARLP in exchange for 1,322,388 ARLP common units being issued to the owners of SGP, with the JWC

 

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III Rev Trust and the Kathleen S. Craft Revocable Trust each receiving 661,194 ARLP common units, and ARLP was admitted as the sole limited partner of AHGP, and (ii) AGP contributed all of the limited liability company interests of New AHGP GP, which became the new general partner of AHGP, to ARLP, and ARLP was admitted as the sole member of New AHGP GP. The number of ARLP common units issued to the owners of SGP upon the closing of the Simplification Transactions was calculated pursuant to the Simplification Agreement on an economically equivalent basis in exchange for a 1.0001% general partner interest in Alliance Resource Operating Partners, L.P., a Delaware limited partnership (AROP), and a 0.001% managing membership interest in Alliance Coal, LLC, a Delaware limited liability company (Alliance Coal), in each case in connection with ARLPs last quarterly distribution of available cash prior to the closing of the Simplification Transactions.

 

At the Effective Time, the Certificate of Limited Partnership of AHGP remained unchanged and became the certificate of limited partnership of the surviving entity of the Merger and the Amended and Restated Agreement of Limited Partnership of AHGP, as amended by Amendment No. 1 thereto as of the Effective Time, was amended and restated to reflect, among other items, the admission of AGP as the sole general partner and SGP as the sole limited partner of AHGP (as amended and restated, the Second Amended and Restated AHGP Partnership Agreement). Immediately following the Effective Time and as contemplated by the Simplification Agreement, the Second Amended and Restated AHGP Partnership Agreement was amended and restated to reflect, among other items, the admission of New AHGP GP as the general partner of AHGP and the admission of ARLP as the sole limited partner of AHGP (as amended and restated, the Third Amended and Restated AHGP Partnership Agreement). The foregoing description of the Second Amended and Restated AHGP Partnership Agreement and the Third Amended and Restated AHGP Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits I and J to this Amendment and are incorporated herein by reference.

 

In connection with the consummation of the Simplification Transactions and as contemplated by the Simplification Agreement, (i) the Amended and Restated Agreement of Limited Partnership of AROP was amended to reflect, among other item, the admission of MGP II as the managing general partner of AROP (as amended, the Amended AROP Partnership Agreement), (ii) the Amended and Restated Operating Agreement of Alliance Coal was amended to reflect, among other items, the admission of MGP II as the managing member of Alliance Coal (as amended, the Amended Alliance Coal Operating Agreement), (iii) the Second Amended and Restated Operating Agreement of MGP was amended to reflect, among other items, the admission of AGP as the sole member of MGP (as amended, the Amended MGP Operating Agreement), (iv) the Limited Liability Company Agreement of New AHGP GP was amended to reflect, among other items, the admission of ARLP as the sole member of New AHGP GP (as amended, the Amended New AHGP GP Agreement). The foregoing description of the Amended AROP Partnership Agreement, the Amended Alliance Coal Operating Agreement, the Amended MGP Operating Agreement and the Amended New AHGP GP Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits M, N, O and P to this Amendment and are incorporated herein by reference.

 

Upon the consummation of the Simplification Transactions, the NASDAQ filed a Form 25 with the Securities and Exchange Commission (the SEC) on May 31, 2018 to delist the AHGP common units from the NASDAQ and to deregister the AHGP common units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). AHGP common units were suspended from trading on the NASDAQ prior to the opening of trading on June 1, 2018.

 

On May 31, 2018, AHGP entered into a First Amendment to Contribution Agreement (the First Amendment), by and among ARLP, MGP, SGP, ARM GP Holdings, Inc., a Delaware corporation, MGP II and AHGP. The purpose of the First Amendment was to correct an error in the previous calculation of ARLP common units to be issued to SGP upon completion of the transactions contemplated by that certain Contribution Agreement dated July 28, 2017 (the Original Agreement), by and among the parties to the First Amendment. The number of ARLP common units issued to SGP pursuant to the Original Agreement was discovered to be insufficient to result in the contributions of certain assets by SGP and MGP, respectively, to ARLP pursuant to the Original Agreement being on a proportionate economic basis.  Pursuant to the Amendment, ARLP issued an additional 20,960 ARLP common units to SGP and paid SGP $42,548.80 in cash, representing the aggregate per ARLP common unit distribution of $2.03 that SGP would have received since the date of the Original Agreement if the 20,960 ARLP common units had been issued to SGP on the date of the Original Agreement. For further details of the Original Agreement and the

 

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transactions contemplated thereby, please see AHGPs Current Report on Form 8-K filed with the SEC on July 28, 2017. A copy of the First Amendment is attached hereto as Exhibit Q and is incorporated herein by reference.

 

To reflect the entry into the First Amendment, ARLP adopted an Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership (as amended, the ARLP Partnership Agreement), a copy of which is attached hereto as Exhibit K and is incorporated herein by reference.

 

On June 1, 2018, ARLP adopted an Amendment No. 3 to the ARLP Partnership Agreement. The amendment makes certain changes to the ARLP Partnership Agreement to facilitate ARLPs use of its Available Cash (as defined in the ARLP Partnership Agreement) to repurchase the ARLP common units in accordance with its previously announced unit repurchase program as well as to make quarterly distributions to its unitholders. A copy of Amendment No. 3 to the ARLP Partnership Agreement is attached hereto as Exhibit L and is incorporated herein by reference.

 

Except as set forth in this Amendment, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)  (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to increase or decrease their respective positions in ARLP through, among other things, the purchase or sale of securities of ARLP on the open market or in private transactions or otherwise, including the exercise of warrants or options, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4.

 

Item 5.                                 Interest in Securities of the Issuer.

 

Item 5 of the Prior Schedule 13D is hereby amended and restated as follows:

 

(a)  (b) The aggregate number and percentage of shares of ARLP common units beneficially owned by the Reporting Persons (on the basis of 132,246,604 ARLP common units issued and outstanding as of June 1, 2018) are as follows:

 

(1)         Craft

 

(a)            Amount beneficially owned: 19,453,310 ARLP common units Percentage: 14.7%

 

(b)            Number of ARLP common units to which the Reporting Person has:

 

(i)             Sole power to vote or to direct the vote: 19,254,567

 

(ii)          Shared power to vote or to direct the vote: 198,743

 

(iii)       Sole power to dispose or to direct the disposition of: 19,254,567

 

(iv)      Shared power to dispose or to direct the disposition of: 198,743

 

(2)         C-Holdings

 

(a)            Amount beneficially owned: 0 ARLP common units Percentage: 0%

 

(b)            Number of ARLP common units to which the Reporting Person has:

 

(i)             Sole power to vote or to direct the vote: 0

 

(ii)          Shared power to vote or to direct the vote: 0

 

(iii)       Sole power to dispose or to direct the disposition of: 0

 

(iv)      Shared power to dispose or to direct the disposition of: 0

 

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(3)         AGP

 

(a)            Amount beneficially owned: 0 ARLP common units Percentage: 0%

 

(b)            Number of ARLP common units to which the Reporting Person has:

 

(i)             Sole power to vote or to direct the vote: 0

 

(ii)          Shared power to vote or to direct the vote: 0

 

(iii)       Sole power to dispose or to direct the disposition of: 0

 

(iv)      Shared power to dispose or to direct the disposition of: 0

 

(4)         The Reporting Persons ownership has been adjusted to reflect the two-for-one splits of the ARLP common units that occurred on September 15, 2005 and June 16, 2014, which had no impact on the ownership percentages of the Reporting Persons.

 

(c)          Except as set forth in this Amendment, the Reporting Persons have not engaged in any transaction in ARLP common units during the past 60 days. On May 31, 2018, as a result of the Simplification Transactions, the 87,188,338 ARLP common units that were beneficially owned by each of the Reporting Persons through AHGP and its subsidiaries were distributed to holders of AHGP common units. In addition, Craft acquired an aggregate of 19,065,717 ARLP common units in the Simplification Transactions, including 168,602 Exchange Units acquired through his spouse, 661,194 newly issued ARLP common units acquired in exchange for SGPs contribution of all of the limited partner interests in AHGP and 18,235,921 Exchange Units acquired in exchange for the AHGP common units owned by Craft immediately prior to the Simplification Transactions. On May 31, 2018, Craft also acquired an additional 20,960 ARLP common units through SGP pursuant to the First Amendment.

 

(d)         The record holders of the ARLP common units reported on the cover pages of this Amendment each have the right to receive distributions from, and the proceeds of sale of, the ARLP common units held by such persons. As a joint owner of SGP, Kathleen S. Craft has the same right as Craft to receive and the same power as Craft to direct the receipt of distributions from, or the proceeds from the sale of, the 28,141 ARLP common units beneficially owned by Craft through SGP.

 

(e)          As part of the Simplification Transactions described in Item 4, all ARLP common units previously owned by the Reporting Persons through AHGP and its subsidiaries were distributed to holders of AHGP common units on May 31, 2018. C-Holdings and AGP consequently no longer own any ARLP common units, and this Amendment constitutes an exit filing for them.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 2, 2018

 

	JOSEPH W. CRAFT III
	By:	/s/ Kenneth Hemm
		Name: Kenneth Hemm
		Title: Attorney-in-Fact
	C-HOLDINGS, LLC
	By:	/s/ Kenneth Hemm
		Name: Kenneth Hemm
		Title: Attorney-in-Fact
	ALLIANCE GP, LLC
	By:	//s/ Kenneth Hemm
		Name: Kenneth Hemm
		Title: Attorney-in-Fact

 

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SCHEDULE I

 

Executive Officers and Directors of Alliance GP, LLC

 

 

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*                 Less than 1%.

 

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