Natural Resource Partners L.P. Acquires Interest in Trona Operations

Wed Jan 23, 2013 5:05pm EST

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HOUSTON,  Jan. 23, 2013  /PRNewswire/ --  Natural Resource Partners L.P. 
(NYSE:NRP) today reported that it has acquired (1) a 48.51% general partner
interest in OCI Wyoming L.P. and (2) 20% of the common shares and all of the
preferred shares of OCI Wyoming Co. from subsidiaries of Anadarko Petroleum
Corporation (NYSE:APC).  NRP paid a net  $292.5 million  for the interests,
after normal closing adjustments to the purchase price of  $310 million.  The
agreement also contains an earn-out provision, which would require NRP to pay
Anadarko up to  $50 million, on a net present value basis, over a three-year
period if OCI Wyoming L.P. achieves specified revenue targets during that
period.  The acquisition was funded through a  $200 million  term loan, the
issuance of  $76.5 million  in equity, including a general partner contribution
of  $1.5 million, and  $16 million  in cash.

(Logo:  http://photos.prnewswire.com/prnh/20060109/NRPLOGO)  

The Acquisition

OCI Wyoming is the world's fifth-largest producer of soda ash.  It operates a
trona ore mining operation and a soda ash refinery in Green River, Wyoming. 
Trona ore is a naturally occurring form of soda ash, which is used worldwide in
manufacturing a variety of consumer products, primarily including glass,
chemicals, soap and paper.  World demand for soda ash has been growing for the
past three decades, driven particularly by  Asia.

In addition to distributions on its 48.51% partnership interest in OCI Wyoming
L.P., NRP expects to receive an annual preferential distribution of  $4.7
million  on its preferred shares in OCI Wyoming Co.  NRP expects the transaction
to be accretive to cash flow in 2013 in a range of  $0.18 to $0.22  per unit.   

The day-to-day operations in Green River are managed by employees of OCI
Chemical Corporation, a subsidiary of OCI Company, Ltd, a Korean-based global
chemical company.  NRP will appoint three people to a 7-member committee
responsible for governing the partnership.   

"We are looking forward to a great partnership with OCI,"  said  Nick Carter,
President and COO of Natural Resource Partners.  "With the acquisition of this
interest in trona, we have taken another significant step in diversifying our
revenues. At the time of our initial public offering, we had a vision of owning
numerous types of natural resource properties.  In the past six years we have
made a concerted effort to increase our exposure to a variety of minerals
including aggregates/industrial minerals and oil and gas.  In addition, over
that same period we have diversified our coal assets to include large reserve
blocks and infrastructure assets in  Illinois, as well as metallurgical coal
reserves in Appalachia, Collectively, we anticipate that these assets will
provide stability and diversity for our unitholders."

Term Loan

The three year  $200 million  senior unsecured term loan was issued by ten
banks, seven of which participate in NRP's credit facility.  Citigroup Global
Markets, Inc., Wells Fargo Securities, LLC and BBVA Compass served as joint lead
arrangers and joint bookrunners on the transaction.  The loan requires modest
repayments of  $10 million  in  January 2014  and  $20 million  in  January
2015, with the remainder due upon maturity in January 2016.   

Equity

NRP issued  $75 million  in equity to several affiliates of NRP's general
partner, including  Corbin J. Robertson, Jr, Chairman and CEO of Natural
Resource Partners, and members of his family;  Chris Cline; S. Reed Morian; and 
W.W. Scott, Jr.  The 3,784,572 common units issued at  $19.8173  reflect a 4.5%
discount to the volume-weighted average closing price of NRP's units over the
prior 15 trading days.  NRP (GP) L.P., the general partner of Natural Resource
Partners L.P., also contributed  $1.5 million  to maintain its 2% interest in
the partnership.

Following the acquisition and associated financing, NRP has approximately  $285
million  in liquidity, consisting of  $133 million  in cash (at  December 31,
2012  pro-forma for the transaction) and  $152 million  available under its
credit facility.

Conference Call

NRP will host a conference call and simultaneous webcast with management at 
10:00 a.m. ET,  January 24, 2013  to discuss the acquisition.  A supplemental
slide presentation and a link to the webcast will be available on NRP's website,
 www.nrplp.com  under the "Investors" section no later than  5:15 p.m. ET 
today.

 Conference Call Details:                                                                
 Date/Time:       Thursday, January 24, 2013 at 10:00 a.m. ET                           
 Call Title:      NRP Acquisition of interests in OCI Wyoming L.P. and OCI Wyoming Co.  
 Dial In:         (855) 263-4138                                                        
 Conference ID:   92161296                                                              
                                                                                         
 The conference call replay will be available for replay approximately two hours after the call's completion and remain available through February 24, 2013. 
                                                                                        
 Replay Dial In:  (855) 859-2056 or (404) 537-3406                                      


Company Profile



Natural Resource Partners L.P. is a master limited partnership headquartered in 
Houston, TX, with its operations headquarters in  Huntington, WV.  NRP is
principally engaged in the business of owning natural resource assets.  NRP
primarily owns coal, aggregate and oil and gas reserves across  the United
States  that generate royalty income for the partnership.

For additional information, please contact  Kathy H. Roberts  at 713-751-7555 or
 kroberts@nrplp.com.  Further information about NRP is available on the
partnership's website at  http://www.nrplp.com.

This press release does not constitute an offer of any securities for sale. The
common units have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in  the United States  absent
registration or an applicable exemption from registration requirements.



Forward-Looking Statements
This press release may include "forward-looking statements" as defined by the
Securities and Exchange Commission.  Such statements include the accretive
nature of the transaction.  All 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 are based
on certain assumptions made by the partnership based on its experience and
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the circumstances.
 Such statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the partnership.  These
risks include, but are not limited to, decreases in demand for coal; changes in
operating conditions and costs; production cuts by our lessees; commodity
prices; unanticipated geologic problems; changes in the legislative or
regulatory environment and other factors detailed in Natural Resource Partners'
Securities and Exchange Commission filings. In addition, there are significant
risks and uncertainties relating to our acquisition and ownership of OCI Wyoming
including (a) the assumptions on which our estimates of future results of the
business have been based may prove to be incorrect in a number of material ways,
resulting in our not realizing the expected benefits of the acquisition, (b) the
ownership of a general partner interest in OCI Wyoming could expose us to
additional unknown and contingent liabilities, and (c) we will not own 100
percent of, and only have limited approval rights with respect to, OCI Wyoming
following closing and our partner will be able to control most business
decisions relative to OCI Wyoming. Natural Resource Partners L.P. has no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.





SOURCE  Natural Resource Partners L.P.

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