Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 8-K

______________________________________________________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 28, 2020

______________________________________________________

NATURAL RESOURCE PARTNERS L.P.

(Exact Name of Registrant as Specified in Charter)

______________________________________________________



Delaware (State or other jurisdiction of incorporation or organization)	001-31465 (Commission File Number)	35-2164875 (I.R.S. Employer Identification No.)
	1201 Louisiana St., Suite 3400 Houston, Texas 77002 (Address of principal executive office) (Zip Code)
	(713) 751-7507 (Registrant's telephone number, including area code)

______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partner interests	NRP	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging Growth Company	o

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 13(a) of the Exchange Act ¨



Item 1.01.	Entry into a Material Definitive Agreement

On February 28, 2020, Pocahontas Royalties LLC (“Pocahontas Royalties”) completed the acquisition of a private company that owns approximately one million acres of mineral reserves and leases coal reserves to coal mine operators in Central Appalachia (the “Acquisition”). Pocahontas Royalties is a newly formed company controlled by Corbin J. Robertson, Jr. and members of his family. Mr. Robertson is the Chairman and Chief Executive Officer of GP Natural Resource Partners LLC (“GP LLC”), the general partner of NRP (GP) LP (“NRP GP”), the general partner of Natural Resource Partners L.P. (“NRP”).

In connection with the closing of the Acquisition, NRP, GP LLC, NRP GP, and NRP (Operating) LLC (collectively, the “NRP Entities”) delivered a limited waiver to Pocahontas Royalties (the “Limited Waiver”) to the First Amended and Restated Omnibus Agreement dated effective as of April 22, 2009, by and among Western Pocahontas Properties Limited Partnership, Great Northern Properties Limited Partnership, New Gauley Coal Corporation, Robertson Coal Management LLC, and the NRP Entities (the “Omnibus Agreement”). Pursuant to the Limited Waiver, the NRP Entities waived the provision of the Omnibus Agreement that restricts Mr. Robertson and his affiliates (other than the NRP Entities) from owning, operating or investing in fee coal reserves in the United States with an aggregate fair market value in excess of $75 million for the purpose of allowing Mr. Robertson to complete the Acquisition. Mr. Robertson had previously offered the NRP Entities the opportunity to participate in the Acquisition and the NRP Entities determined, after due consideration, not to participate.

A copy of the Limited Waiver is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Limited Waiver in this report is a summary and is qualified in its entirety by the terms of the Limited Waiver.

In addition, on February 28, 2020 and in connection with the delivery of the Limited Waiver, the NRP Entities and Pocahontas Royalties entered into a Right of First Offer Agreement (the “ROFO Agreement”). Pursuant to the ROFO Agreement, Pocahontas Royalties granted to NRP the exclusive right of first offer to purchase any assets (or entities holding such assets) proposed to be sold at any time by Pocahontas Royalties or any of its subsidiaries with a fair market value exceeding $2 million (individually or in the aggregate), excluding surface acreage, assets or rights (other than surface rights that are appurtenant to or necessary for the development of mineral reserves). Provided that Pocahontas Royalties has provided NRP the opportunity to make a first offer within the time periods specified in the ROFO Agreement, Pocahontas Royalties will be under no obligation to accept any offer timely made by NRP and may determine, in its sole discretion, to consummate a transaction with a third party free and clear of any obligations to NRP.

A copy of the ROFO Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the ROFO Agreement in this report is a summary and is qualified in its entirety by the terms of the ROFO Agreement.



Item 9.01.		Financial Statements and Exhibits



(d)		Exhibits.

Exhibit Number		Description
10.1		Limited Waiver dated February 28, 2020 by Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC.
10.2		Right of First Offer Agreement dated as of February 28, 2020 by and among Pocahontas Royalties LLC, Natural Resource Partners L.P., GP Natural Resource Partners LLC, NRP (GP) LP, and NRP (Operating) LLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	NATURAL RESOURCE PARTNERS L.P.
	(Registrant)

	By:	NRP (GP) LP
		its General Partner

	By:	GP Natural Resource Partners LLC
		its General Partner

Date: March 3, 2020		/s/ Kathryn S. Wilson
		Kathryn S. Wilson
		Vice President and General Counsel

Exhibit 10.1

Execution Version

LIMITED WAIVER

THIS LIMITED WAIVER (“Waiver”) is executed by each of Natural Resource Partners L.P. (“NRP”), GP Natural Resource Partners LLC (the “Company”), NRP (GP) LP (the “GP”), and NRP (Operating) LLC (“OLLC” and together with NRP, the Company, and the GP, the “NRP Entities”) effective as of this 28^th day of February, 2020.

WHEREAS, certain affiliates of the GP, the general partner of NRP, including Corbin J. Robertson, Jr., Western Pocahontas Properties Limited Partnership (“WPPLP”), Great Northern Properties Limited Partnership (“GNPLP”), and one or more members of the Board of Directors of GP Natural Resource Partners LLC, desire to form a new entity (“NewCo”) to acquire Pocahontas Land Company LLC (“PLC”) (the “Acquisition”);

WHEREAS, WPPLP, GNPLP, New Gauley Coal Corporation, Robertson Coal Management LLC, the Company, the GP, NRP, and OLLC entered into that certain First Amended and Restated Omnibus Agreement dated effective as of April 22, 2009 (the “Omnibus Agreement”); and

WHEREAS, the Omnibus Agreement places certain limitations on the ability of the Sponsors (as defined in the Omnibus Agreement) to engage in Restricted Businesses (as defined in the Omnibus Agreement), and the Sponsors have determined that PLC is engaged in a Restricted Business; and

WHEREAS, the Sponsors have offered to the Partnership Group (as defined in the Omnibus Agreement) the opportunity to invest in NewCo pursuant to Section 2.4(a)(i) of the Omnibus Agreement, and after due consideration the Partnership Group has determined not to make any investment in Newco (the “Determination”); and

WHEREAS, following the Acquisition, the Sponsors will collectively own and operate Restricted Businesses with an aggregate fair market value in excess of $75 million; and

WHEREAS, Section 2.3 of the Omnibus Agreement prohibits the Sponsors from owning, operating or investing in Restricted Businesses with an aggregate fair market value in excess of $75 million, and the Sponsors seek a waiver to Section 2.3 of the Omnibus Agreement with respect to the Acquisition; and

WHEREAS, the Conflicts Committee (the “Committee”) of the Board of Directors of the Company has duly reviewed and approved the Determination and this Waiver.

NOW, THEREFORE, in consideration of the premises and agreements contained herein, each of the NRP Entities agrees as follows:

SECTION 1. Consent. Each of the NRP Entities (a) consents to the entry into and consummation of the Acquisition by the Sponsors and (b) acknowledges that the requirements of Section 2.4 of the Omnibus Agreement have been satisfied in full with respect to the Acquisition by the Sponsors.

SECTION 2. Limited Waiver. Each of the NRP Entities waives (a) any restrictions in Section 2.3 and 2.4 of the Omnibus Agreement to the extent that such restrictions would condition or prohibit the entry into and consummation of the Acquisition by the Sponsors and (b) any breach, right of termination, or default arising under the Omnibus Agreement to the extent such breach, termination right, or default arises or would arise as a result of the Determination or the entry into or consummation of the Acquisition by the Sponsors.

SECTION 3. Effect of Waiver. Except for the limited waiver provided herein, the terms of the Omnibus Agreement shall continue in full force and effect.

SECTION 4. Binding Effect; Further Assurances. This Waiver shall be binding upon each of the NRP Entities and their respective successors and assigns. Each of the NRP Entities agrees to promptly and duly execute

and deliver any and all such further instruments and documents and take such further action as may be reasonably requested by the Sponsors in order to effectuate the purposes stated herein.

SECTION 5. Effective Date. This Waiver shall be effective as of the date below.

SECTION 6. Facsimile. A facsimile copy or electronic copy of an executed copy of this Waiver shall have the same force and effect as an originally executed copy of this Waiver.

SECTION 7. Defined Terms. Capitalized terms used in this Waiver and not otherwise defined shall have the meanings assigned to them in the Omnibus Agreement.

LIMITED WAIVER

IN WITNESS WHEREOF, each of the undersigned has caused this Limited Waiver to be duly executed and delivered as of the date first written above.



	GP NATURAL RESOURCE PARTNERS LLC

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer



	NRP (GP) LP

	By:		GP Natural Resource Partners LLC, its general partner

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer



	NATURAL RESOURCE PARTNERS L.P.

	By:		NRP (GP) LP

	By:		GP Natural Resource Partners LLC, its general partner

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer



	NRP (OPERATING) LLC

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer

LIMITED WAIVER

Exhibit 10.2

Execution Version

Right of First Offer Agreement

This Right of First Offer Agreement (“Agreement”) is entered into as of February 28, 2020 (the “Effective Date”), by and among each of Pocahontas Royalties LLC, a Delaware limited liability company (“PRL”), Natural Resource Partners L.P. (“NRP”), GP Natural Resource Partners LLC (the “Company”), NRP (GP) LP (the “GP”), and NRP (Operating) LLC (“OLLC” and together with NRP, the Company, and the GP, the “NRP Entities”). Each of PRL and the NRP Entities may hereafter be individually referred to as a “Party” or collectively as the “Parties.”

Recitals

WHEREAS, certain affiliates of the GP, the general partner of NRP, including Corbin J. Robertson, Jr., Western Pocahontas Properties Limited Partnership, and Great Northern Properties Limited Partnership, have formed PRL to acquire Pocahontas Land Company LLC (“PLC”).

WHEREAS, PRL desires to grant to NRP an exclusive right of first offer to acquire the ROFO Assets (as hereinafter defined) on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Article 1: Definitions

The following terms when used in this Agreement have the meanings set forth in this Article 1.

“Covered Disposition” means a proposed sale or other Transfer of all or substantially all of the ownership of any ROFO Assets by a Covered Seller. Covered Dispositions include the sale of all or substantially all of the equity or assets of PRL or PLC (including by merger or consolidation).

“Covered Seller” means PRL, PLC or any of their respective Subsidiaries.

“Conflicts Committee” means the Conflicts Committee of the Board of Directors of the Company, as defined in the Partnership Agreement.

“NRP Party” means NRP, OLLC or any of their respective Subsidiaries.

“Partnership Agreement” means the Fifth Amended and Restated Agreement of Limited Partnership of NRP dated as of March 2, 2017, as amended from time to time.

“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association, government agency or political subdivision thereof or other entity or organization.

“ROFO Assets” means assets (or entities holding such assets) owned by one or more Covered Sellers with a fair market value exceeding $2 million (individually or in the aggregate). ROFO Assets expressly include, without limitation, any and all of the assets owned by PLC on the date of the acquisition of PLC by PRL; provided, however, that ROFO Assets exclude surface acreage, assets or rights other than surface rights that are appurtenant to or necessary for the development of mineral reserves.

“ROFO Election Deadline” means 10 days after receipt of the ROFO Notice by NRP.

“ROFO Proposal Deadline” means 30 days after receipt of the ROFO Notice by NRP.

“ROFO Notice” means written notice delivered by PRL to the Conflicts Committee that includes a description of the ROFO Assets subject to the proposed Covered Disposition, and any material information that would be reasonably necessary for NRP to make a responsive offer to enter into a Proposed Transaction.

“ROFO Response” means a written offer by NRP that sets forth the terms and conditions pursuant to which NRP would be willing to enter into a binding agreement with PRL for the Proposed Transaction (including, without limitation, the purchase price NRP proposes to pay for the ROFO Asset or ROFO Assets and the other material terms of the Proposed Transaction).

“Proposed Transaction” means the acquisition by an NRP Party of the ROFO Assets from a Covered Seller, as further described in a ROFO Response.

“Subsidiary” means, with respect to any Person, any other Person in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (a) at least a majority ownership interest or (b) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“Transfer” includes, without limitation, any sale, transfer, assignment, lease or conveyance, directly or indirectly, whether through a transfer of assets or equity interests.

Article 2: Right of First Offer

Section 2.1. Right of First Offer. PRL hereby grants to NRP an exclusive right of first offer, as set forth more fully in this Article 2 (the “ROFO”), to purchase any ROFO Asset that any Covered Seller proposes to Transfer through a Covered Disposition (other than to a Subsidiary of such Covered Seller that remains a Covered Seller and remains subject to the obligations of this Article 2 with respect to such ROFO Asset). PRL agrees that it will not consummate a Covered Disposition of any ROFO Asset to a party other than a NRP Party unless prior to doing so PRL has presented a ROFO Notice to the Conflicts Committee and has otherwise complied with all of its obligations under this Agreement. Any Transfer of any ROFO Assets shall be subject to the ROFO and the procedures specified in this Article 2, which shall be described in the governing documents of PRL.

Section 2.2. ROFO Response. On or before the ROFO Election Deadline, NRP may provide written notice to PRL whether or not it intends to pursue the Proposed Transaction. If NRP elects to continue to pursue the Proposed Transaction and delivers timely notice of such election to PRL before the ROFO Election Deadline, then NRP shall have the right, on or before the ROFO Proposal Deadline, to deliver to PRL a ROFO Response. In the ROFO Response, NRP may assign its rights and obligations under the ROFO to any NRP Party. The decision whether to submit a ROFO Response and the terms thereof shall be subject to approval by the Conflicts Committee.

Section 2.3. ROFO Waiver; ROFO Rejection. If NRP fails to make an affirmative election or declines to pursue the Proposed Transaction on or before the ROFO Election Deadline, or if no ROFO Response is delivered to PRL by NRP on or before the ROFO Proposal Deadline, then NRP shall be deemed to have waived its ROFO with respect to such ROFO Asset or ROFO Assets. If NRP delivers a ROFO Response to PRL, PRL may determine, in its sole discretion, not to accept the terms of such ROFO Response. In the event of any of the foregoing events described in this Section 2.3, then PRL shall be free to enter into a Covered Disposition with any third party with respect to the ROFO Asset or ROFO Assets included in the ROFO Notice, on terms and conditions determined in the sole discretion of PRL, free and clear of any obligations of PRL under this Agreement.

Article 3

Section 3.1 Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party to or of any breach or default by any Party in the performance by such Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Party of the same or any other obligations of such Party hereunder.

Section 3.2 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms and provisions of this Agreement.

Section 3.3 Parties in Interest. This Agreement is binding upon and is for the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement does not alter the terms of existing agreements between the Parties. This Agreement is not made for the benefit of any Person not a party hereto, and no Person other than the Parties hereto and their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by virtue of this Agreement.

Section 3.4 Assignment. No Party will convey, assign or otherwise transfer either this Agreement or any of the rights, interests or obligations hereunder without the prior written consent of the other Parties hereto (in each of such Party’s sole discretion), except that NRP may assign its rights and obligations under the ROFO to any NRP Party as provided in Section 2.2 of this Agreement.

Section 3.5 GOVERNING LAW. THIS AGREEMENT, INCLUDING THE FORMATION, BREACH, TERMINATION, VALIDITY, INTERPRETATION AND ENFORCEMENT THEREOF, AND ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. FOR THE AVOIDANCE OF DOUBT, IT IS INTENDED THAT 6 DEL. C. § 2708, WHICH PROVIDES FOR ENFORCEMENT OF DELAWARE CHOICE OF LAW WHETHER OR NOT THERE ARE OTHER RELATIONSHIPS WITH DELAWARE, SHALL APPLY.

Section 3.6 Amendment. Except as expressly provided for herein, this Agreement may be modified, amended or supplemented only by written agreement executed by PRL and NRP, provided, however, that any amendment or modification of this Agreement by NRP, other than immaterial administrative or technical modifications, shall be subject to prior approval of the Conflicts Committee.

Section 3.7 Severability. If any provision of this Agreement or the application thereof to any Party or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 3.8 Counterparts. Any Party may deliver executed signature pages to this Agreement by facsimile transmission to the other Parties, which facsimile copy shall be deemed to be an original executed signature page. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute a single instrument.

Section 3.9 Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of the Sections, or in any way affect this Agreement.

Section 3.10 Notices. Any notice, request, demand, direction or other communication required or permitted to be given or made under this Agreement to a Party shall be in writing and may be given by electronic transmission, hand delivery, postage prepaid first-class mail delivery, or delivery by a reputable courier service guaranteeing next business day delivery to such Party at its address noted below:



To PRL: 1415 Louisiana Street, 24^th Floor Houston, Texas 77002 Attn: John Jeffers E-mail: jjeffers@quintanaminerals.com	To the NRP Entities: 1201 Louisiana Street, 34^th Floor Houston, Texas 77002 Attn: Vice President & General Counsel E-mail: kwilson@nrplp.com

[Signature page follows]

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Right of First Offer Agreement as of the Effective Date.



	POCAHONTAS ROYALTIES LLC

	By:		/s/ Kai Xia
			Kai Xia
			Executive Vice President



	GP NATURAL RESOURCE PARTNERS LLC

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer



	NRP (GP) LP

	By:		GP Natural Resource Partners LLC, its general partner

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer



	NATURAL RESOURCE PARTNERS L.P.

	By:		NRP (GP) LP

	By:		GP Natural Resource Partners LLC, its general partner

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer



	NRP (OPERATING) LLC

	By:		/s/ Craig W. Nunez
			Craig W. Nunez
			President and Chief Operating Officer

Right of First Offer Agreement