Oxford Resource Partners Ipo

Oxford resource partners ipo

Lists Featuring This Company

As filed with the Securities and Exchange Commission on May 17,2010

Registration No. 333-165662

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.

Oxford resource partners ipo

2

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Oxford Resource Partners, LP

(Exact Name of Registrant as Specified in Its Charter)

Delaware122177-10695453
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S.

Employer Identification Number)

41 South High Street, Suite 3450

Columbus, OH43215

Phone: (614) 643-0314

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Jeffrey M.

Gutman

Senior Vice President,

Chief Financial Officer and Treasurer

41 South High Street, Suite 3450

Columbus, OH43215

Phone: (614) 643-0314

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

William N.

Company Overview

Finnegan IV
Brett E. Braden
Latham & Watkins LLP
717 Texas Avenue, Suite 1600
Houston, Texas77002
(713) 546-5400

G.

Oxford resource partners ipo

Michael O’Leary
William J. Cooper
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas77002
(713) 220-4200

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

MLPs / Message Board

o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

What is forex market risk

o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o Non-accelerated filer þ Smaller reporting company o
(Do not check if a smaller reporting company)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed.

We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

What are the network with the lowest rates for cryptocurrencies

This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated May 17, 2010

PROSPECTUS

Oxford Resource Partners, LP

           Common Units

Representing Limited Partner Interests

This is the initial public offering of our common units.

We are offering           common units in this offering. No public market currently exists for our common units.

We have applied to list our common units on the New York Stock Exchange under the symbol “OXF.”

We anticipate the initial public offering price to be between $      and $      per common unit.

Investing in our common units involves risks. See “Risk Factors” beginning on page 22 of this prospectus.

These risks include the following:

•     We may not have sufficient cash to enable us to pay the minimum quarterly distribution on our common units following the establishment of cash reserves by our general partner and the payment of costs and expenses, including reimbursement of expenses to our general partner.

Oxford resource partners ipo

•     For each of the last five quarters, on average, we would not have generated sufficient available cash from operating surplus to pay the full minimum quarterly distribution on our common units or any distributions on our subordinated units.

•     Our general partner and its affiliates have conflicts of interest with us, and their limited fiduciary duties to our unitholders may permit them to favor their own interests to the detriment of our unitholders.

Company Description

•     Decreases in demand for electricity and changes in coal consumption patterns of U.S. electric power generators could adversely affect our business.
•     New regulatory requirements limiting greenhouse gas emissions could adversely affect coal-fired power generation and reduce the demand for coal as a fuel source, which could cause the price and quantity of the coal we sell to decline materially.

11 August 2010 Oxford Resource Partners Opening Bell

•     Existing and future regulatory requirements relating to sulfur dioxide and other air emissions could affect our customers and could reduce the demand for the high-sulfur coal we produce and cause coal prices and sales of our high-sulfur coal to decline materially.

•     Competition within the coal industry may materially and adversely affect our ability to sell coal at an acceptable price.

Oxford Resource Partners Goes Public

•     We depend on a limited number of customers for a significant portion of our revenues, and the loss of, or significant reduction in, purchases by any of them could adversely affect our results of operations and cash available for distribution to our unitholders.
•     Our inability to acquire additional coal reserves that are economically recoverable may have a material adverse effect on our future profitability.

Oxford resource partners ipo

•     Our unitholders have limited voting rights and are not entitled to elect our general partner or its directors or initially to remove our general partner without its consent.
•     Our unitholders’ share of our income will be taxable to them for U.S.

UPDATE 1-Oxford Resource Partners files for $250 mln IPO

federal income tax purposes even if they do not receive any cash distributions from us.

Per Common UnitTotal

Public Offering Price

$ $

Underwriting Discount

$ $

Proceeds to us (before expenses)

$ $

We have granted the underwriters a 30-day option to purchase up to an additional           common units on the same terms and conditions set forth above if the underwriters sell more than      common units in this offering.

Moscow stock exchange cryptocurrency reddit

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Barclays Capital, on behalf of the underwriters, expects to deliver the common units on or about          , 2010.

Prospectus dated          , 2010

TABLE OF CONTENTS

Page

SUMMARY

1

Oxford Resource Partners, LP

1

Business Strategies

3

Competitive Strengths

3

Recent Coal Market Conditions and Trends

4

Our History

5

Our Sponsors

5

Summary of Risk Factors

6

The Transactions

10

Organizational Structure

11

Management and Ownership

12

Principal Executive Offices

12

Summary of Conflicts of Interest and Fiduciary Duties

12

The Offering

14

Summary Historical and Pro Forma Consolidated Financial and Operating Data

19

RISK FACTORS

22

Risks Related to Our Business

22

We may not have sufficient cash to enable us to pay the minimum quarterly distribution on our common units following the establishment of cash reserves by our general partner and the payment of costs and expenses, including reimbursement of expenses to our general partner

22

For each of the last five quarters, on average, we would not have generated sufficient available cash from operating surplus to pay the full minimum quarterly distribution on our common units or any distributions on our subordinated units

22

The assumptions underlying the forecast of cash available for distribution that we include in “Cash Distribution Policy and Restrictions on Distributions” are inherently uncertain and subject to significant risks that could cause actual results to differ materially from those forecasted

23

Decreases in demand for electricity and changes in coal consumption patterns of U.S.

electric power generators could adversely affect our business

23

Our long-term coal sales contracts subject us to renewal risks

24

Our inability to acquire additional coal reserves that are economically recoverable may have a material adverse effect on our future profitability

24

Competition within the coal industry may materially and adversely affect our ability to sell coal at an acceptable price

24

We depend on a limited number of customers for a significant portion of our revenues, and the loss of, or significant reduction in, purchases by any of them could adversely affect our results of operations and cash available for distribution to our unitholders

25

New regulatory requirements limiting greenhouse gas emissions could adversely affect coal-fired power generation and reduce the demand for coal as a fuel source, which could cause the price and quantity of the coal we sell to decline materially

25

Existing and future regulatory requirements relating to sulfur dioxide and other air emissions could affect our customers and could reduce the demand for the high-sulfur coal we produce and cause coal prices and sales of our high-sulfur coal to decline materially

25

Our coal mining operations are subject to operating risks, which could result in materially increased operating expenses and decreased production levels and could have a material adverse effect on our business, financial condition or results of operations

26


i

Page

In the future, we may not receive cash distributions from Harrison Resources, and Harrison Resources may not be able to acquire additional reserves on economical terms from CONSOL Energy

26

A significant portion of the cash available for distribution to our unitholders is derived from royalty payments we receive on our underground coal reserves, which we do not operate

27

Increases in the cost of diesel fuel and explosives, or the inability to obtain a sufficient quantity of those supplies, could increase our operating expenses, disrupt or delay our production and have a material adverse effect on our profitability

27

Extensive environmental laws and regulations impose significant costs on our mining operations, and future laws and regulations could materially increase those costs or limit our ability to produce and sell coal

28

We may be unable to obtain, maintain or renew permits necessary for our operations, which would materially reduce our production, cash flows and profitability

28

If the assumptions underlying our reclamation and mine closure obligations are materially inaccurate, our costs could be significantly greater than anticipated

28

Debt we incur in the future may limit our flexibility to obtain financing and to pursue other business opportunities

29

Restrictions in our new credit facility could adversely affect our business, financial condition, results of operations, ability to make distributions to unitholders and value of our common units

29

Our operations may impact the environment or cause environmental contamination, which could result in material liabilities to us

30

Our ability to operate our business effectively could be impaired if we fail to attract and retain key management personnel

30

A shortage of skilled labor in the mining industry could reduce labor productivity and increase costs, which could have a material adverse effect on our business and results of operations

30

Our work force could become unionized in the future, which could adversely affect the stability of our production and materially reduce our profitability

30

Inaccuracies in our estimates of our coal reserves could result in lower than expected revenues or higher than expected costs

31

Our ability to collect payments from our customers could be impaired if their creditworthiness deteriorates

31