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VARIABLE INTEREST ENTITIES
12 Months Ended
Dec. 31, 2015
VARIABLE INTEREST ENTITIES  
VARIABLE INTEREST ENTITIES

11.VARIABLE INTEREST ENTITIES

 

Cavalier Minerals

 

On November 10, 2014, the ARLP Partnership’s subsidiary, Alliance Minerals, and Bluegrass Minerals Management, LLC (“Bluegrass Minerals”) entered into a limited liability company agreement (the “Cavalier Agreement”) to create Cavalier Minerals, which was formed to indirectly acquire oil and gas mineral interests, initially through its 71.7% noncontrolling ownership interest in AllDale I and subsequently through its 72.8% noncontrolling ownership interest in AllDale II, collectively with AllDale I, AllDale Minerals) (see Note 13 – Equity Investments).  Alliance Minerals and Bluegrass Minerals initially committed funding of $48.0 million and $2.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed funding of $49.0 million to AllDale I.  On October 6, 2015, Alliance Minerals and Bluegrass Minerals committed to fund an additional $96.0 million and $4.0 million, respectively, to Cavalier Minerals, and Cavalier Minerals committed to fund $100.0 million to AllDale II.  Alliance Minerals’ contributions through December 31, 2014 to Cavalier Minerals totaled $11.5 million.  During the year ended December 31, 2015, Alliance Minerals contributed an additional $51.6 million fulfilling the ARLP Partnership’s initial commitment and bringing its total investment in Cavalier Minerals to $63.1 million at December 31, 2015.  The ARLP Partnership’s remaining commitment to Cavalier Minerals at December 31, 2015 was $80.9 million.  Bluegrass Minerals, which is owned and controlled by the ARH Officer as discussed in Note 7 – Long-Term Debt and is Cavalier Minerals’ managing member, contributed $2.6 million as of December 31, 2015 and has a remaining commitment of $3.4 million.  At Alliance Minerals’ election, Cavalier Minerals will meet its remaining funding commitment to AllDale Minerals through contributions from Alliance Minerals and Bluegrass Minerals or from borrowings under the Cavalier Credit Facility (see Note 7 – Long-Term Debt).  The ARLP Partnership expects to fund its remaining commitments utilizing existing cash balances, future cash flows from operations, borrowings under credit and securitization facilities and cash provided from the issuance of debt or equity, or by requiring Cavalier Minerals to draw on the Cavalier Credit Facility.

 

In accordance with the Cavalier Agreement, Bluegrass Minerals is entitled to receive an incentive distribution from Cavalier Minerals equal to 25% of all distributions (including in liquidation) after return of members’ capital reduced by certain distributions received by Bluegrass Minerals or its owner from AllDale Minerals Management, LLC (“AllDale Minerals Management”), the managing member of AllDale Minerals.  Alliance Minerals’ ownership interest in Cavalier Minerals at December 31, 2015 was 96%.  The remainder of the equity ownership is held by Bluegrass Minerals.  The ARLP Partnership has consolidated Cavalier Minerals’ financial results as it concluded that Cavalier Minerals is a VIE and the ARLP Partnership is the primary beneficiary because its consent is required for significant activities of Cavalier Minerals and due to Bluegrass Minerals’ relationship to the ARLP Partnership as described above.  Bluegrass Minerals equity ownership of Cavalier Minerals is accounted for as noncontrolling ownership interest in the consolidated balance sheets.  In addition, earnings attributable to Bluegrass Minerals are recognized as net loss attributable to noncontrolling interest in the consolidated statements of income.  Furthermore, the ARLP Partnership has concluded that Cavalier Minerals has a variable interest in AllDale Minerals, which qualifies as a VIE.  For more information on AllDale Minerals, see Note 13– Equity Investments.

 

WKY CoalPlay

 

On November 17, 2014, SGP Land, LLC (“SGP Land”) and two limited liability companies owned by irrevocable trusts established by the President and Chief Executive Officer of MGP (“Craft Companies”) entered into a limited liability company agreement to form WKY CoalPlay.  WKY CoalPlay was formed, in part, to purchase and lease coal reserves.  WKY CoalPlay is managed by the ARH Officer discussed in Note 7 – Long-term Debt, who is also an employee of SGP Land and trustee of the irrevocable trusts owning the Craft Companies.  In December 2014 and February 2015, the ARLP Partnership entered into various coal reserve leases with WKY CoalPlay.  See Note 19 – Related-Party Transactions for further information on the ARLP Partnership’s lease terms with WKY CoalPlay.

 

The ARLP Partnership has concluded that WKY CoalPlay is a VIE because of the ARLP Partnership’s ability to exercise options to acquire reserves under lease with WKY CoalPlay (Note 19 – Related-Party Transactions), which is not within the control of the equity holders and, if it occurs, could potentially limit the expected residual return to the owners of WKY CoalPlay.  The ARLP Partnership does not have any economic or governance rights related to WKY CoalPlay and its options that provide the ARLP Partnership with a variable interest in WKY CoalPlay’s reserve assets do not give it any rights that constitute power to direct the primary activities that most significantly impact WKY CoalPlay’s economic performance.  SGP Land has the sole ability to replace the manager of WKY CoalPlay at its discretion and therefore has power to direct the activities of WKY CoalPlay.  Consequently, the ARLP Partnership concluded that SGP Land is the primary beneficiary of WKY CoalPlay.

 

White Oak

 

Prior to the ARLP Partnership’s acquisition of the remaining equity interests in White Oak as discussed in Note 3 – Acquisitions, White Oak was a variable interest entity of which the ARLP Partnership was not the primary beneficiary.  The ARLP Partnership held a majority of the Series A Units that had certain distribution and liquidation preferences but only gave it a 40% voting interest in the primary activities of the company.  The ARLP Partnership had protective rights and limited participating rights, such as minority representation on their board of directors, restrictions on indebtedness and other obligations, the ability to assume control of the board of directors in certain circumstances, such as an event of default, and the right to approve certain coal sales agreements.

 

These protective and participating rights did not provide the ARLP Partnership the ability to unilaterally direct any of the primary activities of White Oak that most significantly impacted its economic performance and thus, the ARLP Partnership was not the primary beneficiary for consolidation purposes.  Consequentially, the ARLP Partnership accounted for its Series A Units investment as an equity investment.  See Note 13 – Equity Method Investments for further information.