Sec Form 13D Filing - Ciner Enterprises Inc. filing for Sisecam Resources LP (SIRE) - 2022-07-08

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Sisecam Resources LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

172464 109

(CUSIP Number)

Eric Dumford

Five Concourse Parkway

Suite 2500

Atlanta, Georgia 30328

Telephone: (770) 375-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 6, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 172464 109

CUSIP No. 172464 109

CUSIP No. 172464 109

CUSIP No. 172464 109

CUSIP No. 172464 109

EXPLANATORY NOTE:

This Amendment No. 5 (this “Amendment”) amends the information provided in the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2015, as amended by the Amendment No. 1 filed with the SEC on November 15, 2016, further amended by the Amendment No. 2 filed with the SEC on February 22, 2018, further amended by the Amendment No. 3 filed with the SEC on November 22, 2021, and further amended by the Amendment No. 4 filed with the SEC on December 21, 2021 (as amended, the “Schedule 13D”) by Ciner Holding, Ciner Corp., Ciner Enterprises, WE Soda, Kew Soda, Akkan, and Turgay Ciner, a Turkish citizen (“Mr. Ciner” and collectively with Ciner Enterprises, WE Soda, Kew Soda, and Akkan, the “Reporting Persons”).

This Amendment amends and restates the information disclosed in the Schedule 13D as set forth herein.

Item 1. Security and Issuer

Item 1 of the Schedule 13D is hereby amended in its entirety to read as follows:

This statement on Schedule 13D relates to the common units of Sisecam Resources LP (the “Issuer”), whose principal executive office is located at Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328.

Item 2. Identity and Background

Paragraphs (a) - (f) of Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows:

(a) This Schedule 13D is being filed jointly by the Reporting Persons.

(b), (c) Mr. Ciner, the ultimate beneficial owner of Ciner Enterprises and its shared beneficial interest in the Issuer, currently serves as the Chairman of the Ciner Group, whose headquarters is located at Paşalimanı Caddesi, No:73, 34670 Paşalimanı, Üsküdar, Istanbul, Turkey. Ciner Group is a Turkish conglomerate of companies engaged in the energy and mining (including soda ash mining in Turkey), media and shipping markets. Akkan is a shell company with no operations, with its principal offices located at Paşalimanı Caddesi No:41 34674 Üsküdar, İstanbul, Turkey. WE Soda and Kew Soda’s principal business consists of being holding companies of trona and soda ash mining companies in Turkey and the USA. WE Soda and Kew Soda’s principal offices are located at 23 College Hill, London, United Kingdom, EC4R 2RP. Ciner Enterprises’ principal business consists of holding a 40% interest in New Resources, which owns New Wyoming and indirectly New Wyoming’s ownership interest in the Issuer. The Issuer is engaged in soda ash mining in Green River, Wyoming. Ciner Enterprises’ principal offices are located at Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328.

Each of the Reporting Persons, other than Mr. Ciner, has a board of directors, and each of the Reporting Persons other than Mr. Ciner, WE Soda and Kew Soda has executive officers. The name and present principal occupation of each director (the “Covered Directors”) and executive officer, as applicable, of Ciner Enterprises, WE Soda and Kew Soda and Akkan (the “Covered Officers” and, together with the Covered Directors, the “Covered Individuals”) is set forth in the table below.

(d), (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All the Covered Individuals are United States citizens, with the exception of Ikbal Didem Ciner, Arif Sinan Solaklar, Orhan Yuksel, Huseyin Kuscu, Ahmet Tohma, Sait Ergun Ozen and Gürsel Usta, who are citizens of the Republic of Turkey, Mr. Vasileios Papakalodoukas who is a Greek citizen, and Alasdair John Warren, Sir Peter John Westmacott and Mehmet Ali Erdoğan, who are British citizens. Each of the Covered Officers’ business address is c/o Ciner Enterprises, Five Concourse Parkway, Suite 2500, Atlanta, Georgia 30328.

Mehmet Ali Erdoğan is a Principal at Regnum Solicitors, and his business address is 13 Ramsgate Street, London E82FD, United Kingdom. Gürsel Usta is the Executive Manager of Park Holding A.Ş., and his business address is Paşalimanı Caddesi No:41, 34670 Paşalimanı-Üsküdar, İstanbul, Turkey.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended in its entirety to read as follows:

Ciner Enterprises and Akkan obtained the funds used in 2015 to acquire the initial investment in the Issuer and pay related amounts from an aggregate of $50 million of capital contributions from affiliates of Akkan and by borrowing an aggregate of $400 million under two credit facilities, each dated as of October 5, 2015. The first credit facility was a $200 million credit facility maturing October 22, 2025 (as amended and restated or otherwise modified, the “Turkish Credit Facility”), between Akkan, as borrower, and Türkiye İş Bankası A.Ş. Kozyataği Corporate Branch (“Isbank”), as lender, and certain other persons party thereto. Akkan’s obligations under the Turkish Credit Facility were guaranteed by certain affiliates of Akkan (the “Guarantors”) and are secured by certain assets. The second credit facility was a $200 million credit facility maturing October 22, 2025 (as amended and restated or otherwise modified, the “U.S. Credit Facility”), between Ciner Enterprises, as borrower, and Isbank, as lender, and certain other persons party thereto. Ciner Enterprises’ obligations under the U.S. Credit Facility were guaranteed by Ciner Corp and Ciner Holding (the “U.S. Guarantors”) along with the Guarantors and was secured by certain assets including the common units and subordinated units (which in 2016 were converted into common units) then owned by Ciner Holding.

On February 22, 2018, as part of an internal reorganization, Akkan contributed 100% of the ownership interests of Ciner Enterprises to Kew Soda, upon which, Kew Soda contributed 100% of Ciner Enterprises to WE Soda. In connection with this internal reorganization, the Turkish Credit Facility and the U.S. Credit Facility were refinanced and replaced by a new bank facility. Such new bank facilities were further refinanced in connection with the closing of Ciner Enterprises’ sale to Sisecam of 60% of Ciner Enterprises’ ownership interests in New Resources (the “2021 Transaction”) described in Item 6.

On December 21, 2021, the 2021 Transaction described in Item 6 were completed.

Item 4. Purpose of Transaction

Item 4 is hereby amended in its entirety to read as follows:

Ciner Enterprises originally acquired and continues to hold an indirect interest in the Issuer as a long-term strategic investment in soda ash mining and production operations in the United States, a business complementary to others operated by the Reporting Persons and their affiliates outside the United States.

On July 6, 2022, New Resources delivered a non-binding proposal (the “Proposal”) to the Board of Directors of Sisecam Resource Partners LLC (the “GP”), the general partner of the Issuer, to acquire all of the issued common units, representing limited partner interests in the Issuer not already owned by New Resources or its affiliates, in exchange for $17.90 in cash per issued and outstanding publicly held common unit of the Issuer, which represents the thirty day volume weighted average per share price, as of July 5, 2022. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal, which is filed as Exhibit J hereto and is incorporated by reference in its entirety into this Item 4.

There can be no assurance that any discussions that may occur between New Resources and the Issuer with respect to the Proposal will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction contemplated in such definitive agreement. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number of contingencies that are beyond the control of New Resources, including the satisfactory completion of due diligence, the approval of the conflicts committee of the Board of Directors of the GP, the approval by holders of a majority of the outstanding common units of the Issuer, which would be satisfied upon the acceptance of the offer by Sisecam Chemicals USA Inc. and Ciner Group, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.

Except as may be required by law, New Resources does not intend to disclose developments with respect to the foregoing unless and until the GP and New Resources have approved a specific transaction, if any, and the Issuer and New Resources have then entered into a definitive agreement to affect such transaction.

The Reporting Persons, as investors in New Resources and indirectly in the Issuer, intend to review their investment in the Issuer and have discussions with representatives of the Issuer and/or other unitholders of the Issuer from time to time and, as a result thereof, may at any time and from time to time determine to take any available course of action and may take any steps to implement any such course of action. Such review, discussions, actions or steps may include purchase or sale of units, business combinations or other extraordinary corporate transactions, sales or purchases of material assets, changes in the board of directors or management of the Issuer, changes in the present capitalization or dividend policy of the Issuer, changes to the Issuer’s business or corporate structure, changes in the Issuer’s certificate of incorporation or bylaws, actions that may impede the acquisition of control of the Issuer by any person, shared service agreements, collaborations, joint ventures and other business arrangements between or involving the Reporting Persons or any affiliate thereof and the Issuer. Any action or actions the Reporting Persons might undertake in respect of the common units will be dependent upon the Reporting Persons’ review of numerous factors, including, among

other things, the price level and liquidity of the common units; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments. Notwithstanding anything to the contrary herein, the Reporting Persons specifically reserve the right to change their intentions with respect to any or all of such matters.

The information provided in Item 6 of this Amendment is incorporated by reference.

Item 5. Interest in Securities of the Issuer

The information in subparagraphs (a), (b) and (c) is hereby amended and restated in its entirety by the following:

None of Ciner Enterprises, WE Soda, KEW Soda, Akkan or Mr. Ciner directly owns any common units of the Issuer; however, Ciner Enterprises, as the owner of 40% of the ownership interests in New Resources, WE Soda, as the owner of all the ownership interests of Ciner Enterprises, Kew Soda, as the owner of all of the ownership interests of WE Soda, Akkan, as the owner of all of the ownership interests of Kew Soda, and Mr. Ciner, as the owner of all of the ownership interests of Akkan, may be deemed to share with Turkiye Sise ve Cam Fabrikalari A.S (“Sisecam”) the beneficial ownership of the 14,551,000 common units representing 73.5% of the outstanding common units of the Issuer held of record by New Wyoming and beneficially by New Resources as of the date hereof.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On December 21, 2021, the Transactions contemplated by that certain Unit Purchase Agreement (the “Unit Purchase Agreement”) dated as of November 19, 2021, by and between Ciner Enterprises and Sisecam Chemicals USA Inc., a Delaware corporation and an indirect subsidiary of Sisecam were completed. Pursuant to the Unit Purchase Agreement:

Pursuant to the terms of the New Resources Operating Agreement, Sisecam and Ciner Enterprises will have a right to designate six directors and four directors, respectively, to the board of directors of New Resources. In addition, the New Resources Operating Agreement provides that (i) the board of directors of the General Partner shall consist of six designees from Sisecam, two designees from Ciner Enterprises and three independent directors for as long as the General Partner is legally required to appoint such independent directors and (ii) the Issuer’s right to appoint four managers to the board of managers of Ciner Wyoming LLC shall be comprised of three designees from Sisecam and one designee from Ciner Enterprises; however, all other management, voting, board of managers, or other equivalent representation rights with respect to General Partner shall be the same with respect to New Resources. Each unitholder shall vote all units over which such unitholder has voting control to elect to the board of directors any individual designated by Sisecam and Ciner Enterprises. Upon completion of the 2021 Transaction, Tarlan Ogüz Erkan and Huseyin Kusco were Ciner Enterprises’ designees to the board of directors of the General Partner and Tarlan Ogüz Erkan was Ciner Enterprises’ designee to the board of managers of Ciner Wyoming LLC. The New Resources Operating Agreement also requires the board of directors of New Resources to unanimously approve certain actions and commitments, including without limitation take any action that would have an adverse effect on the MLP (Master Limited Partnership) status of Sisecam Resources or any of its subsidiaries. As a result of Ciner Enterprise’s 40% interest in New Resources and its rights under the New Resources Operating Agreement, Ciner Enterprises, and WE Soda, Kew Soda, Akkan and Mr. Ciner, may be deemed to share with Sisecam beneficial ownership of the 2% general partner interest in the Issuer and the approximately 73.5% of the common units in the Issuer owned directly by New Wyoming and indirectly by New Resources as parent entity of New Wyoming. As a result of the foregoing and the shared beneficial ownership of the interests in the Issuer, the Reporting Persons may constitute a “group” with Sisecam for purposes of Section 13(d)(3) of the Exchange Act with respect to the interests in the Issuer described in this Schedule 13D.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety to include the following:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: July 8, 2022

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: July 8, 2022

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: July 8, 2022

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: July 8, 2022

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: July 8, 2022