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): February 111, 2019

__________________________________________

WESTMORELAND RESOURCE PARTNERS, LP

(Exact Name of Registrant as Specified in Charter)

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Delaware	001-34815	77-0695453
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



9540 South Maroon Circle, Suite 300 Englewood, CO	80112
(Address of Principal Executive Offices)	(Zip Code)

(855) 922-6463

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on ~~January~~October 229, ~~2019,~~2018 ~~Westmoreland Resource Partners, LP~~ (the “~~Company~~Petition Date”), ~~and~~Westmoreland ~~certain~~Coal ~~of its wholly owned subsidiaries (together with the~~ Company, ~~the “Sellers”) entered into an Asset Purchase Agreement~~ (~~the~~ “~~Stalking Horse Purchase Agreement~~WCC”) ~~with Sabine Pass Coal Company~~, ~~LLC,~~certain ~~a Virginia limited liability company and Merida Natural Resources, LLC, a Virginia limited liability company, as guarantor, for the sale~~ of ~~all~~its ~~of the assets primarily related to the Sellers’ mining complexes consisting of the mines commonly referred to as Cadiz~~subsidiaries, ~~Tuscarawas,~~including ~~Belmont,~~Westmoreland ~~New~~Resource ~~Lexington~~Partners, ~~Noble,~~LP ~~Plainfield, Muhlenberg and Tusky, which~~ (the ~~Company commonly refers to in the aggregate as~~ “~~Oxford~~Company”) and ~~certain other assets primarily related to~~ the ~~Oxford~~Company’s ~~mining~~wholly ~~complexes~~owned ~~(such~~subsidiaries ~~mining complexes and assets~~ (collectively, the “~~Oxford Assets~~Debtors”)~~. The~~, ~~Stalking~~filed ~~Horse~~voluntary ~~Purchase~~petitions ~~Agreement~~for ~~was~~relief ~~subject~~under tochapter ~~the~~11 ~~Sellers’ consideration~~ of ~~higher~~title or11 ~~otherwise~~of ~~better competing bids, and~~ the ~~Sellers~~United ~~were~~States ~~permitted~~Code ~~to continue to receive and consider competing bids prior to~~ (the ~~confirmation~~“Bankruptcy ofCode”) ~~the~~in ~~Stalking Horse Purchase Agreement by~~ the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

On ~~January~~February 3011, 2019, the Company and certain of its wholly owned subsidiaries (together with the Company, the “Sellers”) ~~received~~completed athe ~~bid~~disposition ~~from~~of ~~CCU~~all ~~Coal~~of ~~and~~the ~~Construction~~assets primarily related to the Sellers’ mining complexes consisting of the mines commonly referred to as Cadiz, ~~LLC~~Tuscarawas, anBelmont, ~~Ohio~~New ~~limited~~Lexington, ~~liability~~Noble, ~~company~~Plainfield, (Muhlenberg and Tusky, which the Company commonly refers to in the aggregate as “~~CCU~~Oxford” and certain other assets primarily related to the Oxford mining complexes (such ~~bid~~mining complexes and assets collectively, the “~~Topping~~Oxford ~~Bid~~Assets”) pursuant to sections 105, ~~that~~363 ~~was~~and ~~higher~~365 of the Bankruptcy Code in accordance with the terms of the Asset Purchase Agreement (the “Asset Purchase Agreement”) by and ~~better~~between ~~than~~the Sellers and CCU Coal and Construction, LLC (“CCU”). In consideration for the ~~Stalking~~sale ~~Horse~~of the Oxford assets, among other things, CCU assumed certain liabilities of Sellers, including all liabilities of Sellers arising out of or relating to the Sellers’ mine reclamation and other post-mining liabilities relating to the Oxford Assets. The sale of the Oxford Assets pursuant to the Asset Purchase Agreement had previously been approved by the Bankruptcy Court on February 5, 2019.

On February 1, 2019, the Company conducted an auction with respect to the sale of the Company’s Oxford mine and related assets. The prevailing bidder was CCU. Later on February 1, 2019, the Sellers and CCU entered into an Asset Purchase Agreement in respect of the prevailing bid (the “Asset Purchase Agreement”) providing for the sale of the Oxford Assets. On February 5, 2019, the Bankruptcy Court entered an order approving the sale of the Oxford Assets pursuant to the Asset Purchase Agreement. The consummation of the transactions contemplated by the Asset Purchase Agreement is subject to customary closing conditions.

The Asset Purchase Agreement is filed herewith as Exhibit 2.1. It is incorporated herein by reference, and the foregoing description of the terms of the Asset Purchase Agreement is qualified in all respects by the actual text of the Asset Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
2.1	Asset Purchase Agreement, dated as of February 1, 2019, by and among CCU Coal and Construction, LLC, an Ohio limited liability company, Westmoreland Resource Partners, LP, a Delaware limited partnership, and the directly and indirectly wholly owned subsidiaries of the Company party thereto.*

* Exhibits omitted pursuant to item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

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.

	WESTMORELAND RESOURCE PARTNERS, LP
Date: February 6, 2019	By:	/s/ Jennifer S. Grafton
Date: February 15, 2019	By:	/s/ Jennifer S. Grafton
		Jennifer S. GraftonChief Legal Officer

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