Business Context and Reporting Period
Company: Natural Resource Partners L.P.
Filing Type: Form 8-K (Current Report)
Date of Report: September 13, 2013
Event: Entry into a Material Definitive Agreement for the issuance of senior unsecured notes.
Key Financial Metrics
- Debt Issuance: $300 million aggregate principal amount of 9.125% senior unsecured notes due 2018.
- Interest Rate: 9.125%.
- Maturity Date: 2018.
- Use of Proceeds: A portion of the net proceeds will be used to repay affiliates of the Initial Purchasers who are lenders under the Company's revolving credit facility and term loan facility.
- Revenue, Profit, Cash Flow, Margins, Liquidity: The filing text does not provide a clear value for these operational metrics as this is a transaction-specific report.
Material Changes
The Company entered into a Purchase Agreement with Citigroup Global Markets Inc. as the representative of initial purchasers. This transaction increases the Company's long-term debt obligations by $300 million. The notes are being offered in a transaction exempt from registration under the Securities Act of 1933, to be resold to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S.
Guidance, Outlook, and Risks
- Management Commentary: The Company issued a press release on September 13, 2013, announcing the pricing of the notes.
- Registration Rights: The Issuers agreed to enter into a registration rights agreement with holders of the Notes.
- Relationships: Certain Initial Purchasers and their affiliates provide investment banking and commercial banking services to the Company and are lenders under existing credit facilities.
- Risks/Contingencies: The filing notes that the press release does not constitute an offer to sell in any state where such an offer would be unlawful prior to registration or qualification.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received after deducting underwriting discounts and expenses.
- Confirm the specific amount of existing revolving credit facility and term loan debt being repaid with the new proceeds.
- Review the full text of the Purchase Agreement (Exhibit 10.1) for covenants and default provisions.
- Check subsequent filings for the execution of the registration rights agreement mentioned in the report.