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Natural Resource Partners L.P. Platts Coal Properties Conference March 2009
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Mergers, Acquisitions, Growth & Liquidity in a Credit/Equity Constrained World Nick Carter President & COO (304) 522 – 5757 ncarter@nrplp.com 5260 Irwin Road Huntington, WV 25705
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Forward-Looking Statements The statements made by representatives of Natural Resource Partners L.P. (“NRP”) during the course of this presentation that are not historical facts are forward-looking statements. Although NRP believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and necessarily involve risks that may affect NRP’s business prospects and performance, causing actual results to differ from those discussed during the presentation. Such risks and uncertainties include, by way of example and not of limitation: general business and economic conditions; decreases in demand for coal; changes in our lessees’ operating conditions and costs; changes in the level of costs related to environmental protection and operational safety; unanticipated geologic problems; problems related to force majeure; potential labor relations problems; changes in the legislative or regulatory environment; and lessee production cuts. These and other applicable risks and uncertainties have been described more fully in NRP’s 2008 Annual Report on Form 10-K. NRP undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events.
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What A Roller Coaster! CompanyEOY 20071Q 20082Q 20083Q 20084Q 2008 KOL - Market Vectors Coal-----------$38.15$58.00$29.44$14.89 BTU - Peabody Energy$61.64$51.00$88.05$45.00$22.75 ACI - Arch Coal$44.93$43.50$75.03$32.89$16.29 CNX - Consol Energy$71.52$69.19$112.37$45.89$28.58 ANR - Alpha Natural Resources$32.48$43.44$104.29$51.43$16.19 MEE - Massey Energy$35.75$36.50$93.75$35.67$13.79 PCX - Patriot Coal$41.74$46.97$153.29$29.05$6.25 JRCC - James River Coal$11.18$17.52$58.69$21.99$15.33 ARLP - Alliance Resource Partners$36.27$35.00$55.68$31.52$26.88 NRP - Natural Resource Partners$32.46$28.35$41.20$25.33$17.45 Closing Prices
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NRP’s Unique Perspective 73 Lessees/200+ Leases 3 Coal Basins Lease Provisions - Assignments - Subleasing - Sale of company stock Relationships 10 – 15 Regional Managers in field each week
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Status of M & A/Financing Activity 2008 was slowest in memory First half – with price run-up, only foreign steel/met coal activity Second half – coal price falling, no forward price visibility, equity values contracting, credit dried up More coal transactions were cancelled than closed Best way to raise capital – cut dividends, but most coal companies don’t pay significant or any dividend U.S. Secondary stock offerings in 2008 – equity investors lost ~66% Only 1 IPO in 2009 –Infant formula
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Why Not More M&A in 2008? Buyers wanted to conserve cash Rapid decline in coal prices Bottom not found Capex needs increasing Mining cost in Appalachian Basin and PRB increasing Lack of debt or equity financing Credit market dried up Most LOC are operating not acquisition oriented Take out financing is difficult/impossible Last person you want to see is your banker No one wants to sell equity at these prices
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Why? continued Lack of Bonding Capacity Not often cited as reason Bonding amounts just keep going up A real cash eating machine Long – term use of liquidity Low Coal Prices Hard to project increasing EBITDA Margin squeeze - bad enough where you know costs and workforce Make it harder to project savings from synergy
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Selected Acquisitions
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Arch Coal to Buy RTEA’s Jacob’s Ranch Mine $761 million Financing Unknown Regulatory Approval Synergy – Contiguous 9 Year Reserves
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Cliffs Natural Resources / Alpha Natural Resources Announced July 15 – Terminated Nov. 7 $9.8 Billion on offer date Would have been largest iron ore and met coal Cliffs did not believe they could get shareholder approval Stock Prices –Cliffs7/14 – $113.4411/06 - $30.463/13 – $13.03 –ANR7/14 - $98.7211/06 - $24.363/13 - $19.47 Price was set at.95 x Cliffs Share + $22.23/share in cash. Value on termination was ¼ of original $9.8 Billion
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Patriot Coal Buys Magnum Coal Stock transaction – worth $709 million at announcement, $1.5 billion at close Formed (pro-forma) second largest CAPP producer Appeared to have significant synergy Top notch management team that worked well to each strengths Maximization of coal sales and sourcing Even with all this, today’s market cap is $240 million
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ArcelorMittal Buys Mid-Vol and Concept Two independent contiguous companies bought within a month Subsequently announced consolidation Both deals were conceived and priced before met price run-up Sellers did not get greedy 2.3 – 3.0 mm tpy high quality met coal 140 mmt of reserves Lots of synergies Pricing unknown
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Cline Group Buys ExxonMobil’s Monterey Mine Exxon had extended effort to sell over several years Mine closed at end of 2007 Cline has nearby Hillsboro reserves and permit NRP transaction pursuant to global arrangement –$143.7 Million Reserves Rail Loop Loadout Exxon price for Monterey not announced
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Severstal Buys PBS Coal Price originally announced as $1.3 billion but was reduced by $300 million NAPP producer of met and steam coal – 4.0 mmtpy capacity Severstal tying up supply after purchase of Weirton and Wheeling Pitt
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Bankruptcy (the earlier model for M&A) Black Diamond – Bankruptcy –Seems headed for sale –Will there be a stalking horse Clearwater - Bankruptcy –DIP financing forced liquidation
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Natural Resource Partners L.P.
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