SEC Form SC 13D/A filed by Sisecam Resources LP (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Name of Issuer)

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Common Units Representing Limited Partner Interests

172464 109

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

July 6, 2022

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. ☐

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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)

CUSIP No. 172464 109

 

 

 

** Calculation of percentage is based on a total of 19,799,791 common units outstanding on April 28, 2022.

 

 

 

** Calculation of percentage is based on a total of 19,799,791 common units outstanding on April 28, 2022.

 

CUSIP No. 172464 109

 

1	NAMES OF REPORTING PERSONS
	Sisecam Chemicals Resources LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (please see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER*
			14,551,000 common units
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER*
			14,551,000 common units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
	14,551,000 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Approximately 73.5%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

** Calculation of percentage is based on a total of 19,799,791 common units outstanding on April 28, 2022.

 

CUSIP No. 172464 109

 

1	NAMES OF REPORTING PERSONS
	Türkiye Şişe ve Cam Fabrikalari A.Ş.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (please see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Turkey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER*
			14,551,000 common units
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER*
			14,551,000 common units
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
	14,551,000 common units
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	Approximately 73.5%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

** Calculation of percentage is based on a total of 19,799,791 common units outstanding on April 28, 2022.

 

Explanatory Note

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on December 30, 2021 by Sisecam Chemicals USA Inc. (“Sisecam US”), Sisecam Chemicals Wyoming LLC (“New Wyoming”), Sisecam Chemicals Resources LLC (“New Resources”), Soda Sanayii A.S. (“Soda”) and Türkiye Şişe ve Cam Fabrikalari A.Ş. (“Sisecam” with respect to the common units representing limited partner interests (the “Common Units”) of Sisecam Resources LP (the “Issuer”). The Schedule 13D shall not be modified except as specifically provided herein.

 

 

This statement on Schedule 13D relates to the common units (the “Units”) of Sisecam Resources LP (the “Issuer”), whose principal executive office is located at Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328.

 

 

No change to this Item.

 

 

No change to this Item.

 

 

Item 4 is hereby amended as follows:

 

On July 6, 2022, Sisecam Chemicals Resources LLC (“SCR”), delivered a non-binding proposal (the “Proposal”) to the Board of Directors of Sisecam Resource Partners LLC (the “GP”), the General Partner of the Issuer to acquire all of the issued common units, representing limited partner interests in the Issuer not already owned by SCR or its affiliates, in exchange for $17.90 in cash per issued and outstanding publicly held common unit of the Partnership, which represents the thirty day volume weighted average price per share, as of July 5, 2022. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal, which is filed as Exhibit B hereto and is incorporated by reference in its entirety into this Item 4.

 

There can be no assurance that any discussions that may occur between SCR and the Issuer with respect to the Proposal will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction contemplated in such definitive agreement. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number of contingencies that are beyond the control of SCR, including the satisfactory completion of due diligence, the approval of the conflicts committee of the Board of Directors of the GP, the approval by holders of a majority of the outstanding common units of the Issuer, which would be satisfied upon the acceptance of the offer by Sisecam US and Ciner Group, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.

 

Except as may be required by law, SCR does not intend to disclose developments with respect to the foregoing unless and until the GP and SCR have approved a specific transaction, if any, and the Issuer and SCR have then entered into a definitive agreement to affect such transaction.

 

 

Item 5 (a) is hereby amended as follows:

 

(a)    As a result of Sisecam US’ acquisition of a 60% interest in New Resources, the Reporting Persons control New Wyoming, the record and beneficial owner of 14,551,500 common units of the Issuer, which, based on 19,799,791 common units outstanding as of April 28, 2022, represents 73.5% of the outstanding common units of the Issuer.

 

Sisecam, as the owner of all of the equity interests of Sisecam US following the dissolution of Soda in 2021, may be deemed to share with Sisecam US the beneficial ownership of the 14,551,000 common units representing 73.5% of the outstanding common units of the Issuer held of record by New Wyoming and beneficially by New Resources as of December 21, 2021.

 

 

No changes to this Item.

 

 

Item 7 is hereby amended by adding the following exhibits

 

Exhibit B Offer Letter, dated July 6, 2022.

 

 

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.

 

 

 SIGNATURE

 

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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