0001179110-18-008012.txt : 20180604 0001179110-18-008012.hdr.sgml : 20180604 20180604202240 ACCESSION NUMBER: 0001179110-18-008012 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180531 FILED AS OF DATE: 20180604 DATE AS OF CHANGE: 20180604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: C-Holdings, LLC CENTRAL INDEX KEY: 0001713465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26823 FILM NUMBER: 18879812 BUSINESS ADDRESS: STREET 1: 1717 SOUTH BOULDER AVENUE STREET 2: SUITE 400 CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: (918) 295-1415 MAIL ADDRESS: STREET 1: 1717 SOUTH BOULDER AVENUE STREET 2: SUITE 400 CITY: TULSA STATE: OK ZIP: 74119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCE PARTNERS LP CENTRAL INDEX KEY: 0001086600 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 731564280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1717 SOUTH BOULDER AVENUE CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 9182957600 4 1 edgar.xml FORM 4 - X0306 4 2018-05-31 1 0001086600 ALLIANCE RESOURCE PARTNERS LP ARLP 0001713465 C-Holdings, LLC 1717 SOUTH BOULDER AVENUE SUITE 400 TULSA OK 74119 1 0 1 0 Common Unit 2018-05-31 4 D 0 87188338 D 0 I See Footnote Alliance GP, LLC ("AGP"), Alliance Holdings GP, L.P. ("AHGP"), MGP II, LLC ("MGP II") and Alliance Resource Partners, L.P. ("ARLP"), among others, are parties to the Simplification Agreement, dated February 22, 2018 (the "Simplification Agreement"). C-Holdings, LLC ("C-Holdings") wholly owns AGP, and AHGP wholly owns MGP II. Prior to the completion of the transactions contemplated by the Simplification Agreement, (i) AGP was the general partner of AHGP, (ii) AHGP directly owned 31,088,338 common units representing limited partner interests of ARLP (the "ARLP Common Units"), and (iii) MGP II directly owned 56,100,000 ARLP Common Units. Pursuant to the Simplification Agreement, MGP II distributed (a) 99.999% of the 56,100,000 ARLP Common Units to AHGP and (b) 0.001% of the 56,100,000 ARLP Common Units to ARMH, which ARMH then distributed to AHGP. Thereafter, the common units representing limited partner interests in AHGP (the "AHGP Common Units") were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries. Pursuant to the Simplification Agreement, all AHGP Common Units were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries. Based on a formula calculated pursuant to the Simplification Agreement, the exchange ratio was 1.478181161 ARLP Common Units for each AHGP Common Unit. /s/ C-Holdings, LLC by Kenneth Hemm, pursuant to power of attorney dated August 3, 2017 2018-06-04