EX-99.2 3 d472207dex992.htm INVESTOR SLIDE PRESENTATION

OCI Wyoming Acquisition Trona Interests January 23, 2013 Exhibit 99.2

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: all financial projections; general business and economic conditions; decreases in demand for trona, soda ash, coal, aggregates, and oil & gas; changes in our lessees’ operating conditions and costs; operating costs and risks associated with the trona mining business; 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 most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q. NRP undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information or future events. 2

Acquisition of Trona / Soda Ash Operations and Assets 3

Transaction • NRP acquired Anadarko Petroleum Corporation’s (APC) ~49% equity interest in OCI Wyoming, consisting of trona ore mining operations and a soda ash refinery located in the Green River Basin, Wyoming • NRP acquired APC’s interest for a price of $292.5 million plus an earn-out of up to a net present value of $50 million based on OCI performance in 2013, 2014 and 2015 • Transaction financed through the following: – $200 million 3-year term loan – $76.5 million from equity issuance and GP contribution – $16.5 million cash 4

Strategic Rationale • Further diversification of NRP’s revenue – Soda ash revenue tied to broad and diverse set of industrial markets – Favorable supply / demand fundamentals – Trona mining and processing operations not a focus of environmental or geopolitical concerns • Stable to increasing distributions and income based on long-life assets – Increasing income and annual distribution potential – Substantial trona ore reserves: 60+ year reserve life – Cash flow accretion to NRP of $0.18 to $0.22 per unit in 2013 • OCI Partnership in good financial condition – Invested over past 15 years for expansion, efficiency, and sustainability (funded with cash from operations) raising production capacity – Rated production capacity of 3.25 million tons annually – Balance sheet with room for levering future expansion capex 5 2009 2010 2011 2012 2013E 27.5 20.5 25.2 35.0 ~35-40 38.0 33.8 55.0 N/A N/A Cash received on acquired interests, $mm Revenue derived from acquired interests, $mm

Key Operating Metrics – OCI Wyoming • Sales and Pricing: – Historical annual sales of refined soda ash: 2.3-2.5 mm tons (approximately 2/3rds exported) – 90% of export sales arranged by ANSAC (three member co-op: OCI, FMC, and Tata); ANSAC is the largest soda ash exporter at ~4 mm metric tons of natural soda ash – OCI negotiates pricing with domestic companies each October for following year (customers have rolling 1-yr contract terms) • Currently mining 2 trona beds: – #24 is 11.3’ thick, contains 89.6% trona, at a depth of 913’ – #25 is 10.2’ thick, contains 88.6% trona, at a depth of 796’ – Room-and-pillar mining using continuous miners • Natural soda ash has competitive cost advantage over synthetic manufacturing – Natural soda ash cash costs are less than half the cost of synthetics 6

Pro Forma Ownership Structure and Distributions • NRP is due a preferred return of $4.7 million per year from OCI Wyoming Co.(accruing interest at 9% per annum in the event not paid) • In addition, NRP receives 20% of distributions (net of tax) to OCI Wyoming Co. in excess of the preferred return • Finally, NRP is due 48.51% of any distributions from OCI Wyoming L.P. after priority return is paid 7 NRP Operating NRP Trona LLC OCI Wyoming L.P. OCI Wyoming Holding Co. OCI Wyoming Co. OCI Chemical Corporation 100%

OCI Company Ltd. (Korean Parent) • Headquartered in Seoul, Korea, OCI Company Ltd. (OCI Korea) is a global company with a market capitalization of ~$4.5 billion • OCI Korea’s product portfolio spans the fields of inorganic chemicals, petro and coal chemicals, fine chemicals, renewable energy and insulation materials • OCI is today the world’s fifth-largest producer of soda ash, having acquired the Green River soda ash operations from Rhone Poulenc in 1996 • OCI Enterprises, Inc., based in Atlanta, GA, is the North American subsidiary of OCI Korea 8

2012 Diversity of Revenue Proforma for Acquisition 9 2012 Revenues 2012 Revenues Nine Months Actual, Three Months Forecast Pro Forma for OCI Acquisition Met Coal 32% Steam - APP 24% Steam - ILB 14% Steam - NPRB 2% Coal I/structure, ORR, Mins 15% Aggregates 4% Oil & Gas 2% Other 8% Met Coal 27% Steam - APP 20% Steam - ILB 12% Steam - NPRB 2% Coal I/structure, ORR, Mins 13% Aggregates & Industrial Minerals 17% Oil & Gas 2% Other 7%

Trona/Soda Ash Fundamentals and Markets 10

Trona / Soda Ash Fundamentals Trona ore is a naturally occurring form of soda ash, used worldwide in manufacturing a variety of consumer products, primarily including glass, chemicals, soap, and paper Soda ash can also be produced synthetically from limestone, and even though synthetic capacity is growing, it comes at a significantly higher cost differential World demand for soda ash has been growing for the past three decades, driven particularly by Asia, Middle East and Africa, while U.S. demand has generally been stable at 6-7 million tons annually 11 Source: USGS Soaps and Detergents 8% Pulp and Paper 2% Water Treatment 1% Flue Gas Desulfurization 3% Distributors 5% Other 3% Fiber and Other Glass 5% 2011 US Consumers of Soda Ash

Global Production Capacity and Demand Growing global demand for soda ash Demand increased substantially in 2011 but slowed to an estimated 1.9% in 2012, with an increase of 3.8% projected for 2013 Capacity additions and production levels continue to outpace demand, though capacity utilization remains relatively high at 87.5% Source: Santini & Associates, Inc. 2011 TOTAL 2012 Est. TOTAL 2013 Fcst. TOTAL Nameplate Capacity 63,000 65,000 68,000 Effective Capacity 58,000 60,000 64,000 Production Estimate 52,000 53,000 56,000 Demand 52,000 53,000 55,000 Year-over-Year Growth 7.7% 1.9% 3.8% Capacity Utilization 89.7% 88.3% 87.5% 12

Competitive Landscape Five producers of natural soda ash in the U.S., four located in Green River, Wyoming and one, Searles Valley, in California OCI Wyoming produces approximately 20% of the total U. S. production of natural soda ash 13 FMC 32% General 21% Solvay 19% SVM 8% OCI 20%

U.S. Production and Demand U.S. domestic demand and supply is fairly stable with almost 100% capacity utilization The export market is a key profit growth opportunity for U.S. producers Prices increased at a CAGR of 7% from 2007 through 2011 14 Source: USGS: 2011 Minerals Yearbook, November 2012 11.1 11.3 9.3 10.6 10.7 104 122 130 116 134 0 30 60 90 120 150 0.0 3.0 6.0 9.0 12.0 15.0 2007 2008 2009 2010 2011 WY Historical Soda Ash Output Production Price

Financing of Transaction & Liquidity Purchase Price of $292.5 million, plus an earn-out of up to $50 million based on OCI performance criteria for 2013, 2014, and 2015 Financing: – $200 million funded with new 3-year term loan – $76.5 million in equity issued to Sponsors at closing, including a $1.5million general partner contribution – $16 million cash Liquidity following transaction - $285 million – Adjusted Cash at 12/31/12 of $133 million following cash used for transaction – Available on credit facility - $152 million 15

Term Loan Component 16 NRP (Operating LLC) Borrower: Partial funding of OCI Wyoming Acquisition Purpose: Size / Tenor / Type: Interest Coverage 3.5x Leverage Ratio 4.0x Financial Covenants: $200 mm / 3-Year / Senior Unsecured Term Loan Facility Guarantors: All existing and future Material Subsidiaries Year 1: $10 mm due January 2014 Year 2: $20 mm due January 2015 Year 3: $170 mm due January 2016 Amortization: Interest Rate: LIBOR + 200bps

Equity Component Raised $76.5 million Issued $75 million in private placement equity to affiliates of NRP’s general partner: – Corbin J. Robertson, Jr, Chairman and CEO of NRP, and members of his family – Chris Cline – S. Reed Morian – W. W. Scott, Jr. – 3,784,572 units issued at a discount rate of 4.5% to the volume- weighted average price for the prior 15 trading days. NRP (GP) L.P., the general partner of Natural Resource Partners L.P., contributed $1.5 million to maintain its 2% interest in Natural Resource Partners L.P. 17

Conclusions The acquisition represents a significant step in NRP’s efforts to diversify its portfolio of revenues OCI has a long production and sales history in a relatively stable, slow growth market – OCI is a low cost producer with high quality reserves that have an estimated life in excess of 60 years – Natural soda ash production has competitive cost advantages over synthetic soda ash Investment is immediately accretive under the financing structure, adding cash flow of ~$0.18 - $0.22 per unit in 2013 18