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Use of Proceeds

We estimate that the net proceeds to us from the sale of our common units in 
this offering will be $17.5 million, at an assumed initial public offering 
price of $     per unit, the midpoint of the price range set forth on the 
cover of this prospectus, and after deducting estimated underwriting discounts 
and commissions and offering expenses. Our net proceeds will increase by 
approximately $1.9 million if the underwriters’ option to purchase additional 
units is exercised in full. Each $1.00 increase (decrease) in the assumed 
initial public offering price of $     per unit, the midpoint of the price 
range set forth on the cover of this prospectus, would increase (decrease) the 
net proceeds to us of this offering by $0.9 million, or $1.0 million if the 
underwriters’ option is exercised in full, assuming the number of units 
offered by us, as set forth on the cover of this prospectus, remains the same 
and after deducting estimated underwriting discounts and commissions and 
offering expenses.

We intend to use the net proceeds from this offering to purchase an additional 
estimated 8% to 10% partial undivided interest in substantially all of the 
coal reserves and real property owned by Armstrong Energy previously subject 
to options exercised by us on February 9, 2011. As of March 31, 2012, we had a 
50.81% interest in such reserves. The actual percentage acquired will depend 
on the fair value of the reserves at the time of acquisition. Armstrong Energy 
intends to use the proceeds of the sale of the partial undivided interest to 
us to repay a portion of Armstrong Energy’s outstanding borrowings under the 
Senior Secured Revolving Credit Facility.

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