Ciner Resources LP filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Specialty Chemicals
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 14, 2021
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on November 20, 2021, Ciner Enterprises Inc. (“Ciner Enterprises”), the indirect owner of approximately 74% of the common units in Ciner Resources LP (the “Partnership”) and 100% of Ciner Resource Partners LLC (the “General Partner”), the general partner of the Partnership, announced that Ciner Enterprises entered into a definitive agreement (the “Purchase Agreement”) with Sisecam Chemicals USA Inc. (“Buyer”), an indirect subsidiary of Turkiye Sise ve Cam Fabrikalari A.S. Pursuant to the Purchase Agreement, among other things, Ciner Enterprises and Buyer agreed to enter into a unitholders and operating agreement (the “New Resources Operating Agreement”), pursuant to which the board of directors of the General Partner shall consist of four designees from Buyer, two designees from Ciner Enterprises and three independent directors for as long as the General Partner is legally required to appoint such independent directors.
In anticipation of the closing of the aforementioned transaction, Ciner Wyoming Holding Co., the sole member of the General Partner, entered into Amendment No. 2 (the “Second Amendment”), dated effective as of December 14, 2021 , to the Amended and Restated Limited Liability Company Agreement, as amended (the “LLC Agreement”) of the General Partner to increase the maximum size of the board of directors of the General Partner from nine (9) to eleven (11) directors. The Second Amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||
| 3.1 | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 14, 2021
| CINER RESOURCES LP | ||||||||
| By: | Ciner Resource Partners LLC, its General Partner | |||||||
| By: | /s/ Marla E. Nicholson | |||||||
Marla E. Nicholson Vice President, General Counsel and Secretary of Ciner Resource Partners LLC, the registrant’s General Partner | ||||||||