SEC Company Response from ALLIANCE RESOURCE PARTNERS LP (ARLP) (CIK 0001086600) (ARLP) — Dec 14, 2011
ALLIANCE RESOURCE PARTNERS LP (ARLP) (CIK 0001086600)
Date: Dec. 14, 2011 · CIK: 0001086600 · Accession: 0001193125-11-340540
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-26823
Referenced dates: December 2, 2011
Letter
Division of Corporation Finance Re: Alliance Resource Partners, L.P. Form 10-K for the year ended December 31, 2010 Filed February 28, 2011 File No. 000-26823
Dear Mr. Reynolds:
Set forth below is our response to the comment contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 2, 2011. For your convenience, the comment provided by the Staff has been included in bold face type preceding our response. References to “the Partnership,” “we,” “us” and “our” herein refer to Alliance Resource Partners, L.P. and its consolidated subsidiaries.
Form 10-K for the Fiscal Year ended December 31, 2010
Grant of Plan-Based Awards Table, page 125
1. We note that several named executive officers have received non-equity incentive compensation in 2010; however, disclosure has not been included in the Grants of Plan Based Awards Table. Please confirm that in future filings you will include disclosure in the Grants of Plan Based Awards Table and provide us with draft disclosure.
Response:
We acknowledge the Staff’s comment and confirm that in future filings the Partnership will include disclosure regarding any such non-equity incentive compensation for named executive officers in the Grants of Plan Based Awards Table. A draft of this disclosure, as if the amounts had been included in our Form 10-K filing for the fiscal year ended December 31, 2010, is as follows:
U.S. Securities and Exchange Commission
December 14, 2011
Page
Grants of Plan-Based Awards Table for 2010
Name
Grant Date
Approved Date
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Unit Awards: Number of Units (3)
All Other Option Awards: Number of Securities Underlying Options (1)
Exercise or Base Price of Options Awards (1)
Grant Date Fair Value of Unit Awards (5)
Threshold (8)
Target (7)
Maximum (8)
Threshold
(4)
Target
(2)
Maximum (4)
Joseph W. Craft, III
February 12,2010
(6)
$ —
—
1,092
$ 43,789
May 14, 2010
(6)
—
—
43,742
August 13, 2010
(6)
—
—
45,929
November 12, 2010
(6)
—
—
49,635
December 31, 2010
January 25, 2011
—
—
21,964
—
—
4,134
205,059
Brian L. Cantrell
January 26, 2010
January 26, 2010
—
5,742
—
227,268
February 12, 2010
(6)
—
—
1,925
May 14, 2010
(6)
—
—
1,931
August 13, 2010
(6)
—
—
2,010
November 12, 2010
(6)
—
—
2,179
December 31, 2010
January 25, 2011
—
—
16,572
February 22, 2011
370,000
—
—
—
370,000
5,742
251,885
R. Eberley Davis
January 26, 2010
January 26, 2010
—
5,742
—
227,268
February 12, 2010
(6)
—
—
1,644
May 14, 2010
(6)
—
—
1,617
August 13, 2010
(6)
—
—
1,709
November 12, 2010
(6)
—
—
1,876
December 31, 2010
January 25, 2011
—
—
28,474
February 22, 2011
370,000
—
—
—
370,000
5,742
262,588
Robert G. Sachse
January 26, 2010
January 26, 2010
—
8,864
—
350,837
February 12, 2010
(6)
—
—
2,406
May 14, 2010
(6)
—
—
2,425
August 13, 2010
(6)
—
—
2,513
November 12, 2010
(6)
—
—
2,724
December 31, 2010
January 25, 2011
—
—
39,193
February 22, 2011
390,000
—
—
—
390,000
8,864
400,098
Thomas M. Wynne
January 26, 2010
January 26, 2010
—
8,409
—
332,828
February 12, 2010
(6)
—
—
2,767
May 14, 2010
(6)
—
—
2,740
August 13, 2010
(6)
—
—
2,915
November 12, 2010
(6)
—
—
3,148
December 31, 2010
January 25, 2011
—
—
19,005
February 22, 2011
390,000
—
—
—
$ 390,000
8,409
$ 363,403
U.S. Securities and Exchange Commission
December 14, 2011
Page
(1) Column not applicable.
(2) These awards are grants of restricted units pursuant to our LTIP. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”
(3) These awards are phantom units added to each Named Executive Officer’s SERP notional account balance. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Supplemental Executive Retirement Plan.”
(4) Grants of restricted units under our LTIP are not subject to minimum thresholds, targets or maximum payout conditions. However, the vesting of these grants is subject to the satisfaction of certain performance criteria. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”
(5) We calculated the fair value of LTIP awards using a value of $39.59 per unit, the unit price applicable for 2010 grants. We calculated the fair value of SERP phantom unit awards using the market closing price on the date the phantom unit award was granted. Phantom units granted under the SERP vest on the date granted.
(6) In accordance with the provisions of the SERP, a participant’s cumulative notional phantom unit account balance earns the equivalent of common unit distributions when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units. These contributions are made in accordance with the SERP plan document, which has been approved by the Compensation Committee. Therefore, these contributions are not separately approved by the Compensation Committee.
(7) These amounts represent awards pursuant to our STIP. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash Incentive Bonus Awards.”
(8) Awards under our STIP are subject to a minimum financial performance target each year. However, determination of individual awards under the STIP is based upon an assessment of the Named Executive Officer’s performance, comparative compensation data of companies in our peer group and the recommendation of the President and Chief Executive Officer. The STIP does not specify any threshold or maximum payout amounts. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash Incentive Bonus Awards.”
Securities and Exchange Commission
December 14, 2011
Page
In connection with responding to these comments of the Staff, the Partnership acknowledges that:
•
the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•
the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Should the Commission have any questions or comments, please contact the undersigned at (918) 295-1415, or David P. Oelman or Stephen M. Gill of Vinson & Elkins L.L.P. at (713) 758-3708 and (713) 758-4458, respectively.
Very truly yours,
ALLIANCE RESOURCE PARTNERS, L.P.
Show Raw Text
CORRESP
1
filename1.htm
Correspondence Letter
ALLIANCE RESOURCE PARTNERS, L.P.
1717 SOUTH BOULDER AVENUE, SUITE 400
TULSA, OKLAHOMA 74119
December 14, 2011
U.S. Securities and Exchange Commission
Division of Corporation Finance
101 F Street,
N.E.
Washington, D.C. 20549
Attn:
Mr. John Reynolds
Re:
Alliance Resource Partners, L.P.
Form 10-K for the year ended December 31, 2010
Filed
February 28, 2011
File No. 000-26823
Dear Mr. Reynolds:
Set forth below is our response to the comment contained
in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated December 2, 2011. For your convenience, the comment provided by the Staff has been included in bold
face type preceding our response. References to “the Partnership,” “we,” “us” and “our” herein refer to Alliance Resource Partners, L.P. and its consolidated subsidiaries.
Form 10-K for the Fiscal Year ended December 31, 2010
Grant of Plan-Based Awards Table, page 125
1.
We note that several named executive officers have received non-equity incentive compensation in 2010; however, disclosure has not been included in the Grants of
Plan Based Awards Table. Please confirm that in future filings you will include disclosure in the Grants of Plan Based Awards Table and provide us with draft disclosure.
Response:
We acknowledge the Staff’s comment and confirm that in future filings the Partnership will include disclosure regarding any such non-equity incentive compensation for named executive officers in the
Grants of Plan Based Awards Table. A draft of this disclosure, as if the amounts had been included in our Form 10-K filing for the fiscal year ended December 31, 2010, is as follows:
U.S. Securities and Exchange Commission
December 14, 2011
Page
2
Grants of Plan-Based Awards Table for 2010
Name
Grant Date
Approved Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan
Awards
All Other
Unit
Awards:
Number
of
Units
(3)
All Other
Option
Awards:
Number of
Securities
Underlying
Options (1)
Exercise
or Base
Price of
Options
Awards
(1)
Grant
Date
Fair
Value
of Unit
Awards
(5)
Threshold
(8)
Target
(7)
Maximum
(8)
Threshold
(4)
Target
(2)
Maximum
(4)
Joseph W. Craft, III
February 12,2010
(6)
$
—
—
1,092
$
43,789
May 14, 2010
(6)
—
—
974
43,742
August 13, 2010
(6)
—
—
914
45,929
November 12, 2010
(6)
—
—
820
49,635
December 31, 2010
January 25, 2011
—
—
334
21,964
—
—
4,134
205,059
Brian L. Cantrell
January 26, 2010
January 26, 2010
—
5,742
—
227,268
February 12, 2010
(6)
—
—
48
1,925
May 14, 2010
(6)
—
—
43
1,931
August 13, 2010
(6)
—
—
40
2,010
November 12, 2010
(6)
—
—
36
2,179
December 31, 2010
January 25, 2011
—
—
252
16,572
February 22, 2011
370,000
—
—
—
370,000
5,742
419
251,885
R. Eberley Davis
January 26, 2010
January 26, 2010
—
5,742
—
227,268
February 12, 2010
(6)
—
—
41
1,644
May 14, 2010
(6)
—
—
36
1,617
August 13, 2010
(6)
—
—
34
1,709
November 12, 2010
(6)
—
—
31
1,876
December 31, 2010
January 25, 2011
—
—
433
28,474
February 22, 2011
370,000
—
—
—
370,000
5,742
575
262,588
Robert G. Sachse
January 26, 2010
January 26, 2010
—
8,864
—
350,837
February 12, 2010
(6)
—
—
60
2,406
May 14, 2010
(6)
—
—
54
2,425
August 13, 2010
(6)
—
—
50
2,513
November 12, 2010
(6)
—
—
45
2,724
December 31, 2010
January 25, 2011
—
—
596
39,193
February 22, 2011
390,000
—
—
—
390,000
8,864
805
400,098
Thomas M. Wynne
January 26, 2010
January 26, 2010
—
8,409
—
332,828
February 12, 2010
(6)
—
—
69
2,767
May 14, 2010
(6)
—
—
61
2,740
August 13, 2010
(6)
—
—
58
2,915
November 12, 2010
(6)
—
—
52
3,148
December 31, 2010
January 25, 2011
—
—
289
19,005
February 22, 2011
390,000
—
—
—
$
390,000
8,409
529
$
363,403
U.S. Securities and Exchange Commission
December 14, 2011
Page
3
(1)
Column not applicable.
(2)
These awards are grants of restricted units pursuant to our LTIP. Please see “Item 11. Compensation Discussion and Analysis—Compensation
Components—Equity Awards under the LTIP.”
(3)
These awards are phantom units added to each Named Executive Officer’s SERP notional account balance. Please see “Item 11. Compensation Discussion and
Analysis—Compensation Components—Supplemental Executive Retirement Plan.”
(4)
Grants of restricted units under our LTIP are not subject to minimum thresholds, targets or maximum payout conditions. However, the vesting of these grants is subject
to the satisfaction of certain performance criteria. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Equity Awards under the LTIP.”
(5)
We calculated the fair value of LTIP awards using a value of $39.59 per unit, the unit price applicable for 2010 grants. We calculated the fair value of SERP phantom
unit awards using the market closing price on the date the phantom unit award was granted. Phantom units granted under the SERP vest on the date granted.
(6)
In accordance with the provisions of the SERP, a participant’s cumulative notional phantom unit account balance earns the equivalent of common unit distributions
when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units. These contributions are made in accordance with the SERP plan document, which has been approved by the Compensation Committee.
Therefore, these contributions are not separately approved by the Compensation Committee.
(7)
These amounts represent awards pursuant to our STIP. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash
Incentive Bonus Awards.”
(8)
Awards under our STIP are subject to a minimum financial performance target each year. However, determination of individual awards under the STIP is based upon an
assessment of the Named Executive Officer’s performance, comparative compensation data of companies in our peer group and the recommendation of the President and Chief Executive Officer. The STIP does not specify any threshold or maximum payout
amounts. Please see “Item 11. Compensation Discussion and Analysis—Compensation Components—Annual Cash Incentive Bonus Awards.”
Securities and Exchange Commission
December 14, 2011
Page
4
In connection with responding to these comments of the Staff, the Partnership
acknowledges that:
•
the Partnership is responsible for the adequacy and accuracy of the disclosure in the filing;
•
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and
•
the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.
Should the Commission have any questions or comments, please contact the
undersigned at (918) 295-1415, or David P. Oelman or Stephen M. Gill of Vinson & Elkins L.L.P. at (713) 758-3708 and (713) 758-4458, respectively.
Very truly yours,
ALLIANCE RESOURCE PARTNERS, L.P.
By: Alliance Resource
Management GP, LLC,
its managing general partner
By: /s/ Brian L.
Cantrell
Name: Brian L. Cantrell
Title: Senior Vice President and Chief
Financial
Officer