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): November 24, 2006
NATURAL RESOURCE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31465
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35-2164875 |
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(Commission File
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(I.R.S. Employer |
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Number)
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Identification No.) |
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| 601 Jefferson, Suite 3600 |
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| Houston, Texas |
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| (Address of principal executive
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77002 |
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(Zip code) |
Registrant’s telephone number, including area code: (713) 751-7507
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On November 24, 2006, NRP (Operating) LLC, a wholly owned subsidiary of Natural Resource Partners
L.P., signed a definitive agreement to acquire the D.D. Shepard property from The Andrew W. Mellon
Foundation for $110 million in cash. The partnership expects to close the acquisition in early
December with an effective date of December 1, and will fund the transaction through its credit
facility.
The D.D. Shepard property consists of nearly 25,000 acres of land containing in excess of 80
million tons of coal reserves. The property, primarily located in Boone County, West Virginia
adjacent to other NRP property, has both metallurgical and steam coal reserves, gas reserves and
surface and timber. Over 90% of the property is owned in fee most of which is contiguous. Coal
produced from the property can be shipped on CSX railroad and Norfolk Southern. The majority of
the coal reserves are leased to Peabody Energy, while the majority of the gas reserves are leased
to Dominion Exploration and Production.
The Purchase and Sale Agreement is attached to this Form 8-K as Exhibit 10.1 and the press release
announcing the agreement is attached to this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit No. |
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Description |
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10.1
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Purchase and Sale Agreement, dated as of November 24, 2006, by
and between NRP (Operating) LLC and The Andrew W. Mellon
Foundation. |
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99.1
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Press Release dated November 27, 2006 |
SIGNATURES
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.
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NATURAL RESOURCE PARTNERS L.P. |
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(Registrant) |
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By:
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NRP (GP) LP |
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its General Partner |
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By:
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GP Natural Resource Partners LLC |
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its General Partner |
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/s/ Wyatt L. Hogan |
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Wyatt L. Hogan
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Vice President and General Counsel |
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Dated: November 27, 2006