UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2020

RHINO RESOURCE PARTNERS, LP

(Exact Name of Registrant as Specified in Charter)

424 Lewis Hargett Circle, Suite 250,

Lexington, Kentucky 40503

(Address of Principal Executive Offices) (Zip Code)

(859) 389-6500

{Registrant’s telephone number, including area code}

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2020, Rhino Resource Partners LP (the “Partnership”), Rhino Energy LLC, a wholly owned subsidiary of the Partnership (“Rhino Energy”), certain of Rhino Energy’s subsidiaries identified as Borrowers, and certain of the Partnership’s other subsidiaries identified, along with the Partnership, as Guarantors (collectively, the “Rhino Parties”) entered into a seventh amendment (the “Seventh Amendment”) to the Financing Agreement (as amended through the date hereof, the “Financing Agreement”) originally executed on December 27, 2017 with Cortland Capital Market Services LLC, as Collateral Agent and Administrative Agent, CB Agent Services LLC, as Origination Agent and the parties identified as Lenders therein (the “Lenders”).

The Seventh Amendment amends the Financing Agreement in the following manner:

The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Seventh Amendment is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 26, 2020, Rhino GP LLC, the Partnership’s general partner (the “General Partner”), appointed Thomas L. Fairfield, 61, as Chief Restructuring Officer (“CRO”) of the General Partner to assist with the Rhino Parties’ financial condition and liquidity situation. Since July 2018, Mr. Fairfield has provided strategic consulting services to business clients through Cambio Group LLC (“Cambio”). In connection with Cambio’s engagement by Journey Group Acquisition Co., LLC (“Journey Group”), a death care services company operating funeral, cemetery and cremation businesses, Mr. Fairfield has served as president and chief executive officer and a member of the board of managers of Journey Group since October 2018. Mr. Fairfield is also Chief Operating Officer and Chief Financial Officer of Nordic Acquisition Corporation, a recently formed company that has no current operations but will seek to acquire a European technology business in the future. Prior to starting Cambio, Mr. Fairfield served as chief operating officer of WMIH Corp. (“WMIH”) from May 2015 to July 2018 and as a director from May 2015 to June 2017, which changed its name to Mr. Cooper Group Inc. following its acquisition of Nationstar Mortgage Holdings Inc. From March 2006 to May 2015, Mr. Fairfield held various officer positions, including executive vice president, chief operating officer, and general counsel, with Capmark Financial Group Inc., a commercial real estate finance and services company, and served as a director from September 2011 to June 2017. Mr. Fairfield has a Juris Doctorate degree from Georgetown University Law Center and a B.S.F.S. from Georgetown University. He is admitted to the bar of the states of Connecticut, Pennsylvania, New York, and the District of Columbia, and is a Member of the American Bar Association.

As the Partnership’s CRO, under the oversight, approval and direction of an independent committee of the board of directors of the General Partner, Mr. Fairfield will provide advisory services supporting any restructuring activities including, but not limited to: (a) supporting the Partnership’s liquidity, cash management process and budgeting process; (b) developing restructuring plans or strategic alternatives (including assisting in any sale process); (c) serving as the principal contact with the Partnership’s secured creditors, unsecured creditors and other stakeholders with respect to any restructuring activities; (d) acting as the principal contact and providing any other services required in the preparation of or during any legal proceedings involving the Partnership in a United States court of law. As compensation for his role as CRO of the Partnership, Mr. Fairfield will be paid a fee of $100,000 per month, payable monthly in advance during the term of his engagement.

Item 7.01 Regulation FD.

On May 29, 2020, the Partnership issued a press release announcing the hiring of Thomas L. Fairfield as Chief Restructuring Officer as well as its intention to file Form 15 with the SEC on or before June 15, 2020, a copy of which is furnished herewith as Exhibit 99.1. The Partnership’s filing of the Form 15 will terminate the registration of the Partnership’s common units under Section 12(g) Securities Exchange Act of 1934, as amended (“Exchange Act”) and suspend its SEC reporting obligations under Section 15(d) of the Exchange Act. This measure is intended to eliminate the substantial legal, accounting and administrative costs associated with being a SEC reporting company in light of the Partnership’s ongoing financial distress and liquidity issues. Upon filing the Form 15, the Partnership’s obligation to file certain Exchange Act reports, including Forms 10-K, 10-Q and 8-K will be immediately suspended.

The information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless Rhino specifically states in a future filing that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.