SEC Form SC 13D filed by Ciner Resources LP

Washington, D.C. 20549

(Rule 13d-101)

(Name of Issuer)

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(Title of Class of Securities)

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(CUSIP Number)

Sisecam Chemicals USA Inc.

c/o Türkiye Şişe Ve Cam Fabrikalari A.Ş.
İçmeler Mah. D-100 Karayolu Cad. No:44A
34947 Tuzla/İstanbul – Turkey
Attention: Hande Eroz, General Counsel

Telephone: +90 850 206 50 50

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 21, 2021

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

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* Represents 14,551,000 common units representing limited partner interests of Ciner Resources LP (“Ciner Resources” or the “Issuer) held of record by Sisecam Chemicals Wyoming LLC, a Delaware limited liability company (“New Wyoming”), as successor by conversion to Ciner Wyoming Holding Co., a Delaware corporation (“Ciner Holding”).  New Wyoming is a wholly owned subsidiary of Sisecam Chemicals Resources LLC, a Delaware limited liability company (“New Resources”), and successor by conversion to Ciner Resources Corporation (“Ciner Corp”), a Delaware corporation.  Sisecam Chemicals USA Inc., a Delaware corporation (“Sisecam US”), may be deemed to share beneficial ownership of such common units as a result of its 60% interest in New Resources, as more fully described herein.

** Calculation of percentage is based on a total of 19,778,056 common units outstanding on October 27, 2021.

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* Represents 14,551,000 common units representing limited partner interests of Ciner Resources held of record by New Wyoming, as successor by conversion to Ciner Holding.  New Wyoming is a wholly owned subsidiary of New Resources, which is a successor by conversion to Ciner Corp.  New Wyoming may be deemed to share beneficial ownership of such common units as a result of its ownership of limited partnership interests of Ciner Resources, as more fully described herein.

** Calculation of percentage is based on a total of 19,778,056 common units outstanding on October 27, 2021.

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* Represents 14,551,000 common units representing limited partner interests of Ciner Resources held of record by New Wyoming, as successor by conversion to Ciner Holding.  New Wyoming is a wholly owned subsidiary of New Resources, which is a successor by conversion to Ciner Corp.  New Resources may be deemed to share beneficial ownership of such common units as a result of its ownership of New Wyoming, as more fully described herein.

** Calculation of percentage is based on a total of 19,778,056 common units outstanding on October 27, 2021.

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* Represents 14,551,000 common units representing limited partner interests of Ciner Resources held of record by New Wyoming, as successor by conversion to Ciner Holding.  New Wyoming is a wholly owned subsidiary of New Resources, which is a successor by conversion to Ciner Corp.  Soda Sanayii A.S. (“Soda”) may be deemed to share beneficial ownership of such common units as a result of its ownership of all of the equity interests of Sisecam US, as more fully described herein.

** Calculation of percentage is based on a total of 19,778,056 common units outstanding on October 27, 2021.

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* Represents 14,551,000 common units representing limited partner interests of Ciner Resources held of record by New Wyoming, as successor by conversion to Ciner Holding.  New Wyoming is a wholly owned subsidiary of New Resources, which is a successor by conversion to Ciner Corp.  Türkiye Şişe ve Cam Fabrikalari A.Ş. (“Sisecam”) may be deemed to share beneficial ownership of such common units as a result of its ownership of Soda, as more fully described herein.

** Calculation of percentage is based on a total of 19,778,056 common units outstanding on October 27, 2021.

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Item 2. Identity and Background

 

 

(c)  The principal business of Sisecam US, New Resources and New Wyoming is the mining of soda ash. The principal business of Soda and Sisecam is manufacturing in the glass industry.  Sisecam US and Soda are direct, wholly-owned subsidiaries of Sisecam. Sisecam was founded in 1935 by Türkiye iş Bankası A.Ş. and is publicly traded on the Borsa İstanbul A.Ş.

 

(d)  None of the Reporting Persons has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)  None of the Reporting Persons has, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)     Sisecam US is a corporation organized under the laws of Delaware. New Resources and New Wyoming are Delaware limited liability companies. Sisecam and Soda are corporations organized under the laws of Turkey.

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On November 19, 2021, Sisecam US entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with Ciner Enterprises Inc. (Ciner Enterprises). Pursuant to the Unit Purchase Agreement, as described below, Ciner Enterprises agreed to sell to Sisecam US 60% of Ciner Enterprises’ ownership interests in New Resources, a newly-formed limited liability company that is the successor to Ciner Resources (the “Transaction”). On December 21, 2021, the Transaction contemplated by the Unit Purchase Agreement was completed.  Pursuant to the Unit Purchase Agreement:

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Pursuant to the terms of the New Resources Operating Agreement, Sisecam US and Ciner Enterprises will have a right to designate six directors and four directors, respectively, to the board of directors of New Resources. In addition, the New Resources Operating Agreement provides that (i) the board of directors of the General Partner shall consist of six designees from Sisecam US, two designees from Ciner Enterprises and three independent directors for as long as the General Partner is legally required to appoint such independent directors and (ii) the Issuer’s right to appoint four managers to the board of managers of Ciner Wyoming LLC shall be comprised of three designees from Sisecam US and one designee from Ciner Enterprises; however, all other management, voting, board of managers, or other equivalent representation rights with respect to the General Partner shall be the same with respect to New Resources. Each unitholder shall vote all units over which such unitholder has voting control to elect to the board of directors any individual designated by Sisecam US and Ciner Enterprises.  Upon completion of the Transaction, Mustafa Görkem Elverici, Tahsin Burkhan Ergene, Abdullah Kilinç, Selma Öner, Hande Eröz, and Gökhan Güralp were Sisecam US’s designees to the board of directors of the general partner and Mustafa Görkem Elverici, Abdullah Kilinç and Selma Öner were Sisecam US’s designees to the board of managers of Ciner Wyoming LLC.  The New Resources Operating Agreement also requires the board of directors of New Resources to unanimously approve certain actions and commitments, including without limitation take any action that would have an adverse effect on the MLP (Master Limited Partnership) status of Ciner Resources or any of its subsidiaries. As a result of Sisecam US’ 60% interest in New Resources and its rights under the New Resources Operating Agreement, the Reporting Persons may be deemed to share with Ciner Enterprises, WE Soda Ltd., Kew Soda Ltd., Akkan Enerji ve Madencilik Anonim Şirketi and Mr. Turgay Ciner (collectively, Ciner), beneficial ownership of the 2% general partner interest in the Issuer and the approximately 74% of the common units in the Issuer owned directly by New Wyoming and indirectly by New Resources as parent entity of New Wyoming. As a result of the foregoing and the shared beneficial ownership of the interests in the Issuer, the Reporting Persons may constitute a “group” with Ciner for purposes of Section 13(d)(3) of the Exchange Act with respect to the interests in the Issuer described in this Schedule 13D.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: December 30, 2021

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.