S-8

As filed with the Securities and Exchange Commission on February 24, 2023

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ALLIANCE RESOURCE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware	73-1564280
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma	74119
(Address of Principal Executive Offices)	(Zip Code)

Amended and restated Alliance Coal, LLC 2000 Long-Term Incentive Plan

(Full title of the plan)

R. Eberley Davis

1717 South Boulder Avenue, Suite 400

Tulsa, Oklahoma 74119

(Name and address of agent for service)

(918) 295-7600

(Telephone number, including area code, of agent for service)

Copies to:

David P. Oelman

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713)-758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).    ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this "Registration Statement") is being filed for the purpose of registering the offer and sale of an additional 8,300,000 shares of common units, representing partnership interests of limited partners (the "Common Units") that may be issued pursuant to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan of Alliance Coal, LLC (as amended from time to time, the "Plan"). Except as otherwise set forth below, the contents of the registration statements on Forms S-8 previously filed with the Securities and Exchange Commission (the "Commission") on each of April 1, 2002 (File No. 333-85258) and March 3, 2010 (File No. 333-165168), which registered the offer and sale of 730,000 units and an additional 2,400,000 units, respectively, of Common Units under the Plan, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Alliance Resource Partners, L.P. (the "Registrant") will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Registrant with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022;

(b) The Registrant’s Current Report on Form 8-K filed with the Commission on February 18, 2022, November 18, 2022, December 12, 2022, and January 20, 2023(excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K);

(c) The Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2022, August 8, 2022, and November 7, 2022;

(d) All other reports, if any, filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act; and

(e) Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Registrant’s Form 10-K (File No. 000-26823), filed with the Commission on February 25, 2022).

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.    Exhibits.

ExhibitNumber	Exhibit Description
4.1	Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-26823), filed with the Commission on July 28, 2017).
4.2	Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. (incorporated by reference to Exhibit 3.9 to the Registrant’s Current Report on Form 10-K (File No. 000-26823), filed with the Commission on February 23, 2018).
4.3	Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K (File No. 000-26823), filed with the Commission on June 6, 2018).
4.4	Amendment No. 3 to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K (File No. 000-26823), filed with the Commission on June 6, 2018).
4.5	Form of Common Unit Certificate (incorporated by reference to Exhibit A to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-26823), filed with the Commission on July 28, 2017).
4.6	Indenture by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 000-26823) filed with the Commission on April 24, 2017).
4.7	Form of 7.500% Senior Note due 2025 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 000-26823) filed with the Commission on April 24, 2017).
4.8	Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Registrant’s Form 10-K (File No. 000-26823), filed with the Commission on February 25, 2022).
4.9	Sixth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 000-26823 ) filed with the Commission on November 18, 2022).
5.1*	Opinion of Vinson & Elkins L.L.P.
23.1*	Consent of Grant Thornton LLP
23.2*	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement)
23.3*	Consent of Ernst & Young LLP
23.4*	Consent of Netherland, Sewell & Associates, Inc.

23.5*	Consent of RESPEC
24.1*	Power of Attorney (included in the signature page of this Registration Statement)
107.1*	Calculation of Filing Fee Tables

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, Oklahoma on February 24, 2023.

ALLIANCE RESOURCE PARTNERS, L.P.
By:	/s/ Joseph W. Craft III
Name:	Joseph W. Craft III
Title:	President, Chief Executive Officer and Chairman of the Board of Directors

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints R. Eberley Davis and Cary P. Marshall each as his or her attorney-in-fact, with full power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each of his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 24, 2023.

Signatures	Title
/s/ Joseph W. Craft III	President, Chief Executive Officer and Chairman of the Board of Directors
Joseph W. Craft III	(Principal Executive Officer)
/s/ Brian L. Cantrell	Senior Vice President and Chief Financial Officer
Brian L. Cantrell	(Principal Financial Officer)
/s/ Megan J. Cordle	Vice President, Controller and Chief Accounting Officer
Megan J. Cordle	(Principal Accounting Officer)
/s/ Robert J. Druten
Robert J. Druten	Director
/s/ John H. Robinson
John H. Robinson	Director
/s/ Wilson M. Torrence
Wilson M. Torrence	Director
/s/ Nick Carter
Nick Carter	Director

EX-5.1

`

Exhibit 5.1

February 24, 2023

Alliance Resources Partners LP

1717 South Boulder Avenue, Suite 400

Tulsa, Oklahoma 74119

Ladies and Gentlemen:

We have acted as counsel for Alliance Resources Partners LP, a Delaware limited partnership (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 8,300,000 units of the Company’s common units, which represent limited partnership interests (the “Units”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2023, which Units may be issued from time to time in accordance with the terms of the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan of Alliance Coal, LLC (as amended, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter.  As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.  

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete.  In addition, we have assumed that Units will be issued in accordance with the terms of the Plan.  

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Unit relates, will be validly issued, fully paid (to the extent required by the Company’s partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Company’s partnership agreement.

This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act.  We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom.  The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.  

Dallas Dubai Hong Kong Houston London

New York Palo Alto Riyadh Shanghai Tokyo Washington

+1.713.758.2222 Fax +1.713.758.2346 velaw.com

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London

Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington

845 Texas Avenue, Suite 4700
Houston, Texas 77002

Tel+1.713.758.2222 Fax +1.713.758.2346 velaw.com

Dallas Dubai Hong Kong Houston London New York Palo Alto Riyadh Shanghai Tokyo Washington	+1.713.758.2222 Fax +1.713.758.2346 velaw.com
Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington	845 Texas Avenue, Suite 4700 Houston, Texas 77002 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com

February 24, 2023 Page 2

This opinion letter may be filed as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

EX-2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 24, 2023 with respect to the consolidated financial statements and internal control over financial reporting of Alliance Resource Partners, L.P. included in the Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

February 24, 2023

EX-3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan of Alliance Resource Partners, L.P. of our report dated February 23, 2021, except for Note 25, as to which the date is February 25, 2022, with respect to the consolidated financial statements and schedule of Alliance Resource Partners, L.P. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tulsa, Oklahoma

February 24, 2023

EX-4

Exhibit 23.4

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 to our audit letter dated January 5, 2023, relating to our audit of Alliance Royalty, LLC’s 2022 oil and gas reserves.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ Eric J. Stevens
	Eric J. Stevens, P.E.
	President and Chief Operating Officer

Dallas, Texas

February 24, 2023

EX-5

/s/ Michael Ricci​ ​​ ​

Exhibit 23.5 CONSENT OF RESPEC RESPEC hereby consents to the use by Alliance Resource Partners, L.P. (the “Partnership”) and incorporation by reference into the Partnership’s Registration Statement on Form S-8, of our Technical Report Summaries dated July 2022, relating to certain coal reserves and coal resources of the Partnership as of December 31, 2021. (other than our Technical Report Summary with respect to the Partnership's Tunnel Ridge Mine, which is dated February 2023 and relating to certain coal reserves and coal resources of the Partnership as of December 31, 2022). RESPEC By: /s/ Michael Ricci​ ​​ ​ Name: Michael Ricci Title: Principal Engineer Dated: February 24, 2023

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

Registration Statement

(Form Type)

Alliance Resource Partners, L.P.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities
	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee (2)
	Common Units	Common Units, representing partnership units	Rule 457(c) and 457(h)	8,300,000 (1)	$21.04 (2)	$174,632,000	$110.20 per $1,000,000	$19,245
Total Offering Amounts‌					—	$174,632,000	—	$19,245
Total Fee Offsets‌					—	—	—	—
Net Fee Due‌					—	—	—	$19,245

(1) The Form S-8 registration statement to which this Exhibit 107.1 is attached registers 8,300,000 shares of common units of Alliance Resource Partners, L.P., a Delaware limited partnership, pursuant to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan of Alliance Coal, LLC (as amended, the “Plan”). Pursuant to Rule 416, this Registration Statement shall be deemed to cover such additional shares of common units as may become issuable pursuant to the antidilution provisions of the Plan.

(2) Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the common stock reported on The NASDAQ Stock Market on February 23, 2023.