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 20, 2019

Ciner Resources LP
(Exact Name of Registrant as Specified in Charter) 

					
Delaware	 	001-36062	 	46-2613366	
(State or other jurisdiction	 	(Commission	 	(IRS Employer	
of incorporation or organization)	 	File Number)	 	Identification No.)	

			
Five Concourse Parkway	 	 	
Suite 2500	 	 	
Atlanta, Georgia	 	30328	
(Address of principal executive office)	 	(Zip Code)	
 
(770) 375-2300
(Registrant’s telephone number, including area code) 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
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:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

			
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common units representing limited partnership interests	CINR	New York Stock Exchange	
    
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨ 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Mr. Mead

On December 20, 2019, Matthew H. Mead (age 57) was appointed as a member of the board of directors (the “Board of Directors”) of Ciner Resource Partners LLC (the “General Partner”), the general partner of Ciner Resources LP (the “Partnership”), effective as of January 1, 2020, to serve until the earlier of his removal in accordance with the provisions of the Amended and Restated Limited Liability Company Agreement of the General Partner, as amended, his death or resignation.
Since 2001, Mr. Mead has owned and operated privately held family businesses in Wyoming that specialize in livestock and land.  He also has been a co-owner in a private family development company since 2007.  Beginning in January 2011 and ending in January 2019, Mr. Mead served as the Governor of the State of Wyoming.  Prior to his tenure as Governor, Mr. Mead served from October 2001 to June 2007 as United States Attorney for the District of Wyoming.  In addition, Mr. Mead has agreed to serve as a member of the board of directors of Imperial Natural Resources Trona Mining Inc. (“Imperial”), a subsidiary of Akkan Enerji ve Madencilik Anonim ªirketi, a member of the Ciner Group, effective as of January 1, 2020. Mr. Mead earned a Bachelor of Arts degree from Trinity University in 1984 and his Juris Doctorate from the University of Wyoming in 1987.  The General Partner believes that Mr. Mead’s experience as a U.S. Attorney and Governor of Wyoming equipped him with the necessary skills to be a member of the Board of Directors, in part, because of his extensive familiarity with the regulatory and governmental issues facing the Partnership in its daily operations.
Pursuant to his appointment as a member of the Board of Directors of the General Partner and as a member of the board of directors of Imperial, the Board of Directors has approved an arrangement (the “Retainer Arrangement”) whereby effective January 1, 2020, Mr. Mead will receive an annual cash retainer of $200,000, payable in monthly installments, a substantial portion of which is expected to be allocated to the General Partner for his services as a member of the Board of Directors of the General Partner.
Other than the aforementioned matters, there are no arrangements or understandings between Mr. Mead and any other person pursuant to which he was appointed to serve as a director of the Board of Directors.  The Partnership and the General Partner are not aware of any transactions or existing relationships in which Mr. Mead has a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K other than as set forth herein, and are not aware of any family relationship between Mr. Mead and the General Partner’s executive officers, directors or any person nominated to become a director or executive officer of the General Partner that would require disclosure under Item 401(d) of Regulation S-K.  Other than the Retainer Arrangement, no material plan, contract, or arrangement was entered into or materially amended by the Partnership or the General Partner in connection with Mr. Mead’s appointment, and there was no grant or award made by the Partnership or the General Partner to Mr. Mead or modification thereto under any such plan, contract, or arrangement in connection with his appointment.

Item 7.01    Regulation FD Disclosure.

On December 23, 2019, the Partnership issued a press release announcing the foregoing actions.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates.

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.

		
Exhibit Number	Description	
99.1	Press release dated December 23, 2019.	

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 23, 2019

			
 	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	

Appointment of Former Wyoming Governor Matthew H. Mead to Ciner Resources Board of Directors

Ciner Resource Partners LLC (the “General Partner”), the general partner of Ciner Resources LP (NYSE: CINR) (the “Partnership” or “Ciner”), today announced that on December 20, 2019, former Wyoming Governor Matthew H. Mead was appointed as a member of the board of directors of the General Partner effective January 1, 2020.

Governor Mead has had a remarkable career in both the public and private sectors, including:

    •    U.S. Attorney for the District of Wyoming;
    •    Governor, State of Wyoming (two consecutive terms);
		
•	Owner and operator of privately held family businesses based in the State of Wyoming that specialize in livestock and land; and	
•    Co-owner in a private family development company.

The Partnership welcomes the extensive experience in both public and private enterprise that Governor Mead brings to his new position with Ciner.

Oðuz Erkan, the President, Chief Executive Officer and Chairman of the General Partner, indicated “Having someone as accomplished as Governor Mead on the General Partner’s board of directors will be extremely valuable to the organization and for the State of Wyoming. Ciner is in an unprecedented period, and I am thrilled that Governor Mead will be on this journey with the Partnership to help it navigate the exciting changes that are ahead for the organization.”

Governor Mead said “In my time as Governor, I was keenly aware and appreciative that Wyoming’s number one international export commodity was-and continues to be-soda ash. As Governor, I saw the great benefit of Ciner mining trona and producing soda ash. Ciner provides many high-paying jobs for Wyoming citizens and has been a valuable institution for Wyoming for many years. To now serve on the Ciner board as the company continues to reinvest in its operations while producing a valuable commodity that is used around the world, is exciting and a privilege.”

ABOUT CINER RESOURCES LP

Ciner Resources LP, a master limited partnership, operates the trona ore mining and soda ash production business of Ciner Wyoming, LLC (“Ciner Wyoming”), one of the largest and lowest cost producers of natural soda ash in the world, serving a global market from its facility in the Green River Basin of Wyoming. The facility has been in operation for more than 50 years.

NATURE OF OPERATIONS
Ciner Resources LP owns a controlling interest comprised of a 51% membership interest in Ciner Wyoming. Natural Resource Partners L.P. owns a non-controlling interest consisting of a 49% membership interest in Ciner Wyoming.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements. Statements other than statements of historical facts included in this press release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements may contain words such as “possible,” “believe,” “should,” “could,” “would,” “predict,” “plan,” “estimate,” “intend,” “may,” “anticipate,” “will,” “if,” “expect” or similar expressions. Such statements are based only on the Partnership’s current beliefs, expectations and assumptions regarding the future of the Partnership’s business, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Partnership’s control. The Partnership’s actual results and financial condition may differ materially from those implied or expressed by these forward-looking statements. Consequently, you are cautioned not to place undue reliance on any forward-looking statement because no forward-looking statement can be guaranteed. Factors that could cause the Partnership’s actual results to differ materially from the results contemplated by such forward-looking statements include: changes in general economic conditions, the Partnership’s ability to meet its expected quarterly distributions, changes in the Partnership’s relationships with its customers, including ANSAC, the demand for soda ash and the opportunities for the Partnership to increase its volume sold, the development of glass and glass making product alternatives, changes in soda ash prices, operating hazards, unplanned maintenance outages at the Partnership’s production facility, construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures, the effects of government regulation, tax position, and other risks incidental to the mining and processing of trona ore, and shipment of soda ash, as well as the other factors discussed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2018, and subsequent reports filed with the United States Securities and Exchange Commission. All forward-looking statements included in this press release are expressly qualified in their entirety by

such cautionary statements. Unless required by law, the Partnership undertakes no duty and does not intend to update the forward-looking statements made herein to reflect new information or events or circumstances occurring after this press release. All forward-looking statements speak only as of the date made.