Westmoreland Coal Company WLB “Westmoreland”), Oxford Resource
Partners, LP OXF the “MLP”) and Oxford Resources GP, LLC, the general
partner of Oxford (the “GP”), today announced the completion of Westmoreland's
acquisition of the GP and Westmoreland's contribution of certain
royalty-bearing coal reserves to the MLP in return for MLP common units (the
“Contribution”), as well as Westmoreland's acquisition of Buckingham Coal
Company, LLC.
The completion of the GP acquisition and the Contribution provide Westmoreland
with a platform to implement a value-creating drop-down strategy, pursuant to
which it intends to periodically contribute certain U.S. and Canadian coal
assets to the MLP in exchange for a combination of cash and additional limited
partner interests. Westmoreland expects these transactions to unlock value
that is inherent in Westmoreland's stable cash flow-generating business model,
to the benefit of both its stakeholders and the MLP's unitholders. The MLP
will continue to operate as a stand-alone, publicly traded master limited
partnership, with Westmoreland owning 77% of the fully diluted limited partner
interests.
“We are pleased that these strategic transactions have come to a successful
close and excited for Westmoreland to enter the MLP space,” stated Keith E.
Alessi, Westmoreland's Chief Executive Officer. “We believe our strategy with
respect to the MLP will help ensure our continued long-term growth.”
“Oxford is very pleased that it has been able to join with Westmoreland,” said
Oxford's President and Chief Executive Officer, Charles C. Ungurean. “This is
the culmination of our efforts to bring increased value to our unitholders. We
believe that this represents a great opportunity for our company, unitholders,
employees and customers, as well as providing a MLP vehicle for Westmoreland
and its shareholders. This represents a win for all stakeholders.”
Westmoreland paid a total of $30.0 million in cash to acquire the GP, and
received 4,512,500 common units of the MLP (on a post-split basis following
the previously disclosed 12-to-1 reverse split of the MLP's common and general
partner units) as consideration for the Contribution. The closing of these
transactions followed the successful restructuring of both Westmoreland's and
the MLP's debt arrangements, as well as the approval by the MLP's public
unitholders of the Contribution and the MLP's equity restructuring through
certain previously announced amendments to its partnership agreement.
In connection with the closing, the MLP's name was changed to Westmoreland
Resource Partners, LP (“Westmoreland LP”) and the name of the GP was changed
to Westmoreland Resources GP, LLC. The common units of Westmoreland LP will
trade on the NYSE under the symbol “WMLP”.
On January 1, 2015, Westmoreland also completed its acquisition of Buckingham
Coal Company, LLC, an Ohio-based coal supplier, for a total cash purchase
price of $34.0 million, subject to customary post-closing adjustments.
Separately, an affiliate of Westmoreland entered into a five-year coal supply
agreement with AEP Generation Resources Inc. (“AEP”), which includes an
obligation to purchase a minimum of 5.5 million tons of coal.
“Westmoreland is happy to implement a long-term supply relationship with AEP,”
said Mr. Alessi. “We were able to realize significant cost savings through
this acquisition and we expect our supply agreement will provide additional
value to our shareholders,” he added.
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