What changed in this filing

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Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-15 · 43 added, 61 removed, 754 unchanged (12% of the section changed)

53 unchanged sentences

Craig 53 Executive Vice President

Wilson 46 Vice President, General Counsel and Secretary

Warman 51 General Counsel and Secretary

Wooten 66 Senior Vice President, Chief Engineer

34 unchanged sentences

Craig was the Vice President of Business Development for GP Natural Resource Partners LLC since 2005.

Craig also represents NRP as one of its appointees to the Board of Managers of Ciner Wyoming LLC.

Craig also represents NRP as one of its appointees to the Board of Managers of Sisecam Wyoming LLC.

Craig joined NRP in 2005 from CSX Transportation.

6 unchanged sentences

He serves as a member of the Board of Directors of Encova Mutual Insurance Company and the West Virginia University Board of Governors.

Wilson has served as Vice President, General Counsel and Secretary of GP Natural Resource Partners LLC since December 2013.

Wilson served as Associate General Counsel from March 2013 to December 2013.

Since October 2013, Ms.

Wilson has also served as General Counsel and Secretary of each of New Gauley Coal Corporation and the general partner of Western Pocahontas Properties Limited Partnership.

She served as General Counsel of Quintana Minerals Corporation from October 2013 to November 2018 and as General Counsel of the General Partner of Great Northern Properties Limited Partnership from October 2013 to June 2019.

Wilson practiced corporate and securities law with Vinson & Elkins L.L.P.

from September 2001 to February 2010 and from November 2011 to February 2013.

Wilson served as General Counsel of Antero Resources Corporation from March 2010 to June 2011.

Warman has served as General Counsel and Secretary of GP Natural Resource Partners LLC since August 2021.

Warman previously served as Executive Vice President, General Counsel and Secretary of SandRidge Energy Inc.

from August 2010 until June 2019.

He was Associate General Counsel for SEC and finance matters for Spectra Energy Corporation from January 2007 through July 2010.

From 1998 through 2006 he practiced law as a corporate finance attorney with Vinson & Elkins, LLP in Houston, Texas.

Warman earned a Bachelor of Science in Chemical Engineering from the University of Houston in 1993 and graduated from the University of Texas School of Law in 1998.

Wooten was named Senior Vice President, Chief Engineer of GP Natural Resource Partners LLC in February 2021, after serving as Vice President, Chief Engineer of GP Natural Resource Partners LLC since December 2013.

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Greene joined the Board of Directors of GP Natural Resource Partners LLC in March 2019.

Greene brings extensive corporate finance and private equity experience to his role on the Board, with more than 35 years investing in businesses where operational improvement and strategic guidance were primary drivers of value creation and as a financial advisor to large and mid-cap companies, boards of directors and other constituencies in complex leveraged finance, merger and acquisition and recapitalization transactions.

Greene is a director of Ambac Financial Group, Inc., Element Fleet Management Corp.

Greene brings extensive corporate finance and private equity experience to his role on the Board, with 40 years working with and investing in businesses where operational improvement and strategic guidance were primary drivers of value creation and as a financial advisor to large and mid-cap companies, boards of directors and other constituencies in complex leveraged finance, merger and acquisition and recapitalization transactions.

Greene is a director of Element Fleet Management Corp.

and is Chairman of the Board of USA Truck, Inc.

In addition, Mr.

Greene recently served as Chairman of the Board of Modular Space Corporation prior to its sale to Williams Scotsman in 2018.

From 2005 to 2014 he was a Managing Partner and head of U.S.

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Navarre brings extensive financial, strategic planning, public company and coal industry experience to the Board of Directors.

Navarre is CEO and President of Covia Holdings, a leading provider of high quality minerals and material solutions for the industrial and energy markets.

Navarre is former Chairman, President and CEO of Covia Holdings, a leading provider of high quality minerals and material solutions for the industrial and energy markets.

From 1993 until 2012, Mr.

Navarre held several executive positions with Peabody Energy Corporation, including President-Americas, President and Chief Commercial Officer, Executive Vice President of Corporate Development and Chief Financial Officer.

Navarre serves on the Board of Directors of Civeo Corporation, where he serves as Chairman, Covia Holdings (where he served as Chairman from 2018 through 2020), and Arch Resources, where he serves as Chairman of the Compensation Committee and member of the Nominating and Governance Committee.

Navarre serves on the Board of Directors of Civeo Corporation, where he serves as Chairman and Arch Resources, where he serves as Chairman of the Personnel and Compensation Committee and member of the Environmental, Social, Governance and Nominating and Governance Committee.

He is a member of the Hall of Fame of the College of Business and a member of the Board of Advisors of the College of Business and Analytics of Southern Illinois University Carbondale.

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Navarre are "Audit Committee Financial Experts" as determined pursuant to Item 407 of Regulation S-K.

During 2020, the Audit Committee met six times.

During 2021, the Audit Committee met seven t imes.

Report of the Audit Committee

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Navarre an d Mr.

Navarre joined the CNG committee effective August 7, 2020.

Gordy served as a member of the CNG Committee in 2020 until his resignation from the board effective August 6, 2020.

During 2021, the CNG Committee met two times.

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Unit-Based Compensation " elsewhere in this Annual Report on Form 10-K for more information.

(2) Includes portions of 401(k) matching allocated to Natural Resource Partners by Quintana and Western Pocahontas.

(2) Amounts represent the 401(k) matching contributions allocated to Natural Resource Partners by Quintana and Western Pocahontas.

Narrative to the Summary Compensation Table

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All phantom units awarded under the 2017 Plan to date will vest upon a change in control of NRP and upon the death or disability of the named executive officer.

Phantom units awarded in 2020 will also vest upon termination of employment of the named executive officer without “cause” or for “good reason.”

Phantom units awarded in 2020 and 2021 will also vest upon termination of employment of the named executive officer without “cause” or for “good reason.”

Outstanding Equity Awards at December 31, 2021

Awards made to our named executive officers under the 2017 Plan have been made in phantom units that settle in common units on a one-for-one basis with tandem distribution equivalent rights (“DERs”).

The phantom unit awards made in 2020 time-vest ratably over the three-year period following the grant date and accrue DERs to be paid in cash upon each settlement.

Phantom units awarded in 2018 and 2019 time-vest on the third anniversary of the grant date and accrue DERs to be paid in cash upon settlement.

The phantom unit awards made in 2020 and 2021 time-vest ratably over the three-year period following the grant date and accrue DERs to be paid in cash upon each settlement.

Phantom units awarded in 2019 time-vest on the third anniversary of the grant date and accrue DERs to be paid in cash upon settlement.

The table below shows the total number of outstanding phantom unit awards under the 2017 Plan held by each named executive officer at December 31, 2021:

Named Executive Officer Unvested 2017 Plan Phantom Units Aggregate Market Value of Unvested 2017 Plan Phantom Units (1)

Named Executive Officer Unvested 2017 Plan Phantom Units Market Value of Unvested 2017 Plan Phantom Units (1)

Robertson, Jr.

17 unchanged sentences

Total Compensation

$ 60,000 $ — $ 60,000

Reed Morian $ 75,000 $ 105,193 $ 180,193

9 unchanged sentences

All of the phantom units reported in this column were outstanding on December 31, 2021 and will vest on February 11, 2022.

Gordy resigned from the Board effective August 7, 2020.

Gordy served on our compensation, nominating, and governance committee in 2020 until his resignation from the Board.

Navarre elected to defer settlement of his common units awarded under the 2017 Plan in 2018 and 2019 until 90 days following his retirement or earlier departure from the Board.

Navarre joined the compensation, nominating, and governance committee effective August 7, 2020.

As of December 31, 2021, 10,431 phantom units previously awarded to Mr.

3 unchanged sentences

Smith were outstanding but only 6,077 were unvested.

Greene did not receive Board compensation as the Blackstone designee to the Board.

Greene did not receive Board compensation as the Blackstone designee to the Bo ard.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

13 unchanged sentences

1,112,356 8.9 %

812,089 6.6 %

Nunez 37,755 *

18 unchanged sentences

The business address of Western Pocahontas Properties Limited Partnership is 5260 Irwin Road, Huntington, West Virginia 25705.

(5) According to a Schedule 13G filing with the SEC on January 11, 2021, JPMorgan Chase & Co.

(5) According to a Schedule 13G filing with the SEC on February 3, 2022, JPMorgan Chase & Co.

holds sole voting power and sole dispositive power with respect to 1,028,351 common units.

1 unchanged sentence

is 383 Madison Avenue., New York, NY 10179.

(6) According to a Schedule 13G filing with the SEC on February 11, 2021, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 984,950 common units in the Partnership.

(6) According to a Schedule 13G filing with the SEC on January 25, 2022, The Goldman Sachs Group holds shared voting power and shared dispositive power with respect to 1,112,356 common units in the Partnership.

The business address of The Goldman Sachs Group is 200 West Street, New York, NY 10282.

(7) According to a Schedule 13G filing with the SEC on February 11, 2021, Steven A.

Tananbaum holds sole voting power and sole dispositive power with respect to 251,639 common units in the Partnership and shared voting power and shared dispositive power with respect to 560,450 common units in the Partnership.

Tananbaum serves as the managing member of GoldenTree Asset Management LLC (“IMGP”), which serves as the general partner of GoldenTree Asset Management LP.

GoldenTree Asset Management LP and IMGP hold shared voting power and shared dispositive power with respect to 560,450 common units in the Partnership.

The business address of Steven A.

Tananbaum, GoldenTree Asset Management LP and IMGP is 300 Park Avenue, 21st Floor, New York, NY 10022.

Morian may be deemed to beneficially own 344,863 common units owned by Shadder Investments and 60,097 common units owned by Mocol Properties.

1 unchanged sentence

Navarre has elected to defer settlement of until 90 days following the date that he no longer serves on NRP’s board.

Robertson III may be deemed to beneficially own 9,783 common units held CIII Capital Management, LLC, 10,000 common units held by BHJ Investments, 19,663 common units held by The Corbin James Robertson III 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson.

Robertson III may be deemed to beneficially own 9,783 common units held by CIII Capital Management, LLC, 10,000 common units held by BHJ Investments, 19,663 common units held by The Corbin James Robertson III 2009 Family Trust and 39 common units held by his spouse, Brooke Robertson.

The address for CIII Capital Management, LLC is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002, the address for BHJ Investments is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002 and the address for The Corbin James Robertson III 2009 Family Trust is 1415 Louisiana Street, Suite 2400, Houston, Texas 77002.

8 unchanged sentences

Preferred Units

The Blackstone Group Inc.

Blackstone Inc.

GoldenTree Asset Management, LP (2)

(1) The preferred units are owned by funds managed by The Blackstone Group Inc., whose address is 345 Park Ave, New York, NY 10154.

The Blackstone Group Inc.

(1) The preferred units are owned by funds managed by Blackstone Inc., whose address is 345 Park Ave, New York, NY 10154.

Blackstone Inc.

is controlled by its founder, Stephen A.

11 unchanged sentences

Robertson, Jr., which we refer to in this section as the “GP affiliates,” each agreed that neither they nor their affiliates will, directly or indirectly, engage or invest in entities that engage in the following activities (each, a "restricted business") in the specific circumstances described below:

• the entering into or holding of leases with a party other than an affiliate of the GP affiliate for any GP affiliate-owned fee coal reserves within the United States;

• the entering into or holding of subleases with a party other than an affiliate of the GP affiliate for coal reserves within the United States controlled by a paid-up lease owned by any GP affiliate or its affiliate.

• the entering into or holding of leases with a party other than an affiliate of the GP affiliate for any GP affiliate-owned fee coal within the United States;

• the entering into or holding of subleases with a party other than an affiliate of the GP affiliate for coal within the United States controlled by a paid-up lease owned by any GP affiliate or its affiliate.

"Affiliate" means, with respect to any GP affiliate or, any other entity in which such GP affiliate owns, through one or more intermediaries, 50% or more of the then outstanding voting securities or other ownership interests of such entity.

26 unchanged sentences

Pocahontas Royalties LLC

On February 28, 2020, Pocahontas Royalties LLC (“Pocahontas Royalties”) completed the acquisition of a private company that owns approximately one million acres of mineral reserves and leases coal reserves to coal mine operators in Central Appalachia.

On February 28, 2020, Pocahontas Royalties LLC (“Pocahontas Royalties”) completed the acquisition of a private company that owns approximately one million acres of mineral rights and leases coal to coal mine operators in Central Appalachia.

Pocahontas Royalties is controlled by Corbin J.

3 unchanged sentences

In connection with the closing of the acquisition, we and Pocahontas Royalties entered into a limited waiver of the omnibus agreement pursuant to which we waived the provision of the omnibus agreement that restricts Mr.

Robertson and his affiliates (other than NRP) from owning, operating or investing in fee coal reserves in the United States with an aggregate fair market value in excess of $75 million.

Robertson and his affiliates (other than NRP) from owning, operating or investing in fee coal in the United States with an aggregate fair market value in excess of $75 million.

Robertson had previously offered NRP the opportunity to participate in the acquisition and we determined, after due consideration, not to participate.

In addition, on February 28, 2020, we and Pocahontas Royalties entered into a right of first offer agreement pursuant to which Pocahontas Royalties granted us the exclusive right of first offer to purchase any assets (or entities holding such assets) proposed to be sold at any time by Pocahontas Royalties or any of its subsidiaries with a fair market value exceeding $2 million (individually or in the aggregate), excluding surface acreage, assets or rights (other than surface rights that are appurtenant to or

necessary for the development of mineral reserves).

necessary for the development of mineral rights).

Provided that Pocahontas Royalties has provided us the opportunity to make a first offer within the time periods specified in the agreement, Pocahontas Royalties will be under no obligation to accept any offer timely made by us and may determine, in its sole discretion, to consummate a transaction with a third party free and clear of any obligations to us.

41 unchanged sentences

Robertson, III leases two coal properties from us in Central Appalachia.

Duri ng the year ended December 31, 2020, we recorded $0.0 million in coal royalty revenues from Quinwood and received less than $0.1 million in cash related to royalty and property tax payments.

During the year ended December 31, 2019, we recorded $0.2 million in c oal royalty revenues from Quinwood and received $0.2 million in cash related to royalty and property tax payments.

Prior to December 31, 2019, Mr.

Robertson III held a minority ownership interest in Industrial Minerals Group LLC (“Industrial Minerals”), which, through its subsidiaries, leases one of NRP’s coal royalty properties in Central Appalachia.

During the year ended December 31, 2019, we recorded $1.7 million in coal royalty and wheelage revenues from Industrial Minerals and received approximately $0.5 million in cash related to royalty and minimum payments.

Duri ng the year ended December 31, 2021 and 2020, we recorded $0.0 million in coal royalty revenues from Quinwood and received less than $0.1 million in cash related to royalty and property tax payments.

Preferred Unitholder Board Representation and Observation Rights Agreement

18 unchanged sentences

The directors and officers of GP Natural Resource Partners LLC have duties to manage GP Natural Resource Partners LLC and our general partner in a manner beneficial to its owners.

At the same time, our general partner has a duty to manage our partnership in a manner beneficial to us and our unitholders.

At the same time, our general partner has a duty to

manage our partnership in a manner beneficial to us and our unitholders.

The Delaware Revised Uniform Limited Partnership Act, which we refer to as the Delaware Act, provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by a general partner to limited partners and the partnership.

24 unchanged sentences

• the issuance of additional common units;

• the creation, reduction or increase of reserves in any quarter.

• the creation, reduction or increase of mineral rights in any quarter.

In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed by our general partner to the unitholders, including borrowings that have the purpose or effect of enabling our general partner to receive distributions.

42 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee of the Board of Directors of GP Natural Resource Partners LLC recommended and we engaged Ernst & Young LLP to audit our accounts and assist with tax work for fiscal 2020 and 2019.

The Audit Committee of the Board of Directors of GP Natural Resource Partners LLC recommended and we engaged Ernst & Young LLP to audit our accounts and assist with tax compliance for fiscal 2021 and 2020.

All of our audit, audit-related fees and tax services have been approved by the Audit Committee of our Board of Directors.

24 unchanged sentences

The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise.

For the audit, pre-approval is for the fiscal year as the time between approval and the actual issuance of the audit may be more than 12 months.

The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee.

2 unchanged sentences

It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent auditor to management.

Ernst & Young LLP, our independent auditor has reviewed this Policy and believes that implementation of the policy will not adversely affect its independence.

Ernst & Young LLP, our independent auditor reviews this Policy annually and it does not adversely affect its independence.

As provided in the Act and the SEC’s rules, the Audit Committee has delegated either type of pre-approval authority to Stephen P.

35 unchanged sentences

Financial Statements and Supplementary Data.

(a)(3) Ciner Wyoming LLC Financial Statements

The financial statements of Ciner Wyoming LLC required pursuant to Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1 .

(a)(3) Sisecam Wyoming LLC Financial Statements

The financial statements of Sisecam Wyoming LLC required pursuant to Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1 .

(a)(4) Exhibits

44 unchanged sentences

and NRP (Operating) LLC (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 7, 2009).

Limited Liability Company Agreement of Ciner Wyoming LLC, dated June 30, 2014 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Ciner Resources LP on July 2, 2014).

Limited Liability Company Agreement of Sisecam Wyoming LLC, dated June 30, 2014 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by Sisecam Resources LP on July 2, 2014).

Amendment No.

1 to the Limited Liability Company Agreement of Ciner Wyoming LLC dated November 5, 2015 (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed by Ciner Resources LP on March 11, 2016).

1 to the Limited Liability Company Agreement of Sisecam Wyoming LLC dated November 5, 2015 (incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K filed by Sisecam Resources LP on March 11, 2016).

Number Description

24 unchanged sentences

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Financial Statements of Ciner Wyoming LLC as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 .

Financial Statements of Sisecam Wyoming LLC as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019.

Number Description

101.INS* Inline XBRL Instance Document

45 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures