FORESIGHT ENERGY LP (NYSE:FELP) Files An 8-K Other Events
Item 8.01 Other Events.
On March 1, 2017, Foresight Energy LP (the Company)
announced that its wholly-owned subsidiaries Foresight Energy
LLC, a Delaware limited liability company (the Issuer),
and Foresight Energy Finance Corporation, a Delaware corporation
(the Co-Issuer and together with the Issuer, the
Issuers), intend to commence a series of transactions
comprising a refinancing of the following indebtedness:
announced that its wholly-owned subsidiaries Foresight Energy
LLC, a Delaware limited liability company (the Issuer),
and Foresight Energy Finance Corporation, a Delaware corporation
(the Co-Issuer and together with the Issuer, the
Issuers), intend to commence a series of transactions
comprising a refinancing of the following indebtedness:
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the Issuers approximately $349 million in aggregate principal amount of Second Lien Senior Secured PIK Notes due 2021 (the Second Lien Notes), including accrued and unpaid interest thereon; |
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the Issuers approximately $300 million in aggregate principal amount of Second Lien Senior Secured Exchangeable PIK Notes due 2017 (the Exchangeable PIK Notes), including accrued and unpaid interest thereon; and |
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the Issuers outstanding credit facilities (the Existing Credit Facilities), including the approximately $353 million outstanding under the revolving credit facility (the Existing Revolving Credit Facility) and the approximately $296 million term loan (the Existing Term Loan), including, in each case, accrued and unpaid interest thereon. |
In connection with the foregoing, Murray Energy Corporation
(Murray Energy) intends to contribute approximately
$60.6 million in cash directly or indirectly to FELP in the
form of common equity, with such proceeds further contributed
to the Issuer (the Murray Investment). On February 24,
2017, the Issuers issued a conditional notice of redemption to
redeem $54.5 million aggregate principal amount of the Second
Lien Notes on the business day immediately prior to the closing
of the offering of the New Notes (as defined below) at a
redemption price equal to 110% of the principal thereof, plus
accrued and unpaid interest to, but excluding, the redemption
date (the Equity Claw Redemption). The Equity Claw
Redemption is expected to be funded using the net proceeds from
the Murray Investment.
(Murray Energy) intends to contribute approximately
$60.6 million in cash directly or indirectly to FELP in the
form of common equity, with such proceeds further contributed
to the Issuer (the Murray Investment). On February 24,
2017, the Issuers issued a conditional notice of redemption to
redeem $54.5 million aggregate principal amount of the Second
Lien Notes on the business day immediately prior to the closing
of the offering of the New Notes (as defined below) at a
redemption price equal to 110% of the principal thereof, plus
accrued and unpaid interest to, but excluding, the redemption
date (the Equity Claw Redemption). The Equity Claw
Redemption is expected to be funded using the net proceeds from
the Murray Investment.
The Issuers intend to obtain new debt financing, consisting of
(i) an offering of new senior secured second-priority notes due
2024 (the New Notes) and (ii) borrowings under new
senior secured first-priority credit facilities (the New
Credit Facilities), including a new $750.0 million term
loan (the New Term Loan) and a new $170.0 million
revolving credit facility (the New Revolving Credit
Facility), which New Revolving Credit Facility, except for
letters of credit, is expected to be undrawn at closing, and
use the net proceeds of such debt financing , together with
approximately $78.0 million of cash on hand, to (x) redeem the
remaining aggregate principal amount of the Second Lien Notes
at a redemption price equal to the 100% of the principal
thereof, plus accrued and unpaid interest thereon, to, but
excluding, the redemption date, plus the applicable make-whole
(the Make-Whole Redemption and, together with the Equity
Claw Redemption, the Second Lien Notes Redemptions); (y)
redeem the full aggregate
(i) an offering of new senior secured second-priority notes due
2024 (the New Notes) and (ii) borrowings under new
senior secured first-priority credit facilities (the New
Credit Facilities), including a new $750.0 million term
loan (the New Term Loan) and a new $170.0 million
revolving credit facility (the New Revolving Credit
Facility), which New Revolving Credit Facility, except for
letters of credit, is expected to be undrawn at closing, and
use the net proceeds of such debt financing , together with
approximately $78.0 million of cash on hand, to (x) redeem the
remaining aggregate principal amount of the Second Lien Notes
at a redemption price equal to the 100% of the principal
thereof, plus accrued and unpaid interest thereon, to, but
excluding, the redemption date, plus the applicable make-whole
(the Make-Whole Redemption and, together with the Equity
Claw Redemption, the Second Lien Notes Redemptions); (y)
redeem the full aggregate
principal amount of the outstanding Exchangeable PIK Notes at a
redemption price equal to 100% of the principal thereof, plus
accrued and unpaid interest to, but excluding, the redemption
date (the Exchangeable PIK Notes Redemption and together
with the Second Lien Notes Redemptions, the
Redemptions); and (z) repay all outstanding borrowings
under the Existing Credit Facilities and terminate the
commitments thereunder. Such proceeds would also be used to pay
related fees and expenses.
redemption price equal to 100% of the principal thereof, plus
accrued and unpaid interest to, but excluding, the redemption
date (the Exchangeable PIK Notes Redemption and together
with the Second Lien Notes Redemptions, the
Redemptions); and (z) repay all outstanding borrowings
under the Existing Credit Facilities and terminate the
commitments thereunder. Such proceeds would also be used to pay
related fees and expenses.
In the event the foregoing transactions are consummated, Murray
Energy is also expected to exercise its option (FEGP
Option) to acquire an additional 46% voting interest in
Foresight Energy GP LLC, a Delaware limited liability company
and the general partner of the Company (FEGP), from
Foresight Reserves LP (Reserves) and Michael J. Beyer
(Beyer) to the terms of that certain option agreement,
dated April 16, 2015, among Murray Energy, Reserves and Beyer,
as amended, thereby increasing Murray Energys voting interest
in FEGP to 80%.
Energy is also expected to exercise its option (FEGP
Option) to acquire an additional 46% voting interest in
Foresight Energy GP LLC, a Delaware limited liability company
and the general partner of the Company (FEGP), from
Foresight Reserves LP (Reserves) and Michael J. Beyer
(Beyer) to the terms of that certain option agreement,
dated April 16, 2015, among Murray Energy, Reserves and Beyer,
as amended, thereby increasing Murray Energys voting interest
in FEGP to 80%.
The closing of the New Credit Facilities, including the initial
borrowings under the New Term Loan, and the offering of the New
Notes are each subject to successful marketing and other
conditions, and there can be no assurance that we will close
the New Credit Facilities, issue the New Notes, consummate the
Murray Investment, complete the Redemptions or refinance the
Existing Credit Facilities as described, or at all.
borrowings under the New Term Loan, and the offering of the New
Notes are each subject to successful marketing and other
conditions, and there can be no assurance that we will close
the New Credit Facilities, issue the New Notes, consummate the
Murray Investment, complete the Redemptions or refinance the
Existing Credit Facilities as described, or at all.
Any future offering of New Notes will be offered only to
qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the Securities
Act), and outside the United States, only to non-U.S.
investors to Regulation S. Any New Notes will not be registered
under the Securities Act or any state securities laws and may
not be offered or sold in the United States absent an effective
registration statement or an applicable exemption from
registration requirements or in a transaction not subject to
the registration requirements of the Securities Act or any
state securities laws. This disclosure shall not constitute an
offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation
or sale would be unlawful.
qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the Securities
Act), and outside the United States, only to non-U.S.
investors to Regulation S. Any New Notes will not be registered
under the Securities Act or any state securities laws and may
not be offered or sold in the United States absent an effective
registration statement or an applicable exemption from
registration requirements or in a transaction not subject to
the registration requirements of the Securities Act or any
state securities laws. This disclosure shall not constitute an
offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation
or sale would be unlawful.
This Current Report on Form 8-K does not constitute notice of
redemption with respect to any securities. Any such notice will
only be given in accordance with the provisions of the
applicable indenture.
redemption with respect to any securities. Any such notice will
only be given in accordance with the provisions of the
applicable indenture.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains, and oral statements
made from time to time by our representatives may contain,
forward-looking statements about our business, operations, and
industry, as well as the proposed transactions described
herein, which involve risks and uncertainties, such as
statements regarding our plans, objectives, expectations and
intentions. You can identify these forward-looking statements
by the use of forward-looking words such as outlook, intends,
plans, estimates, believes, expects, potential, continues, may,
will, should, seeks, approximately, predicts, anticipates,
foresees, or the negative version of these words or other
comparable words and phrases. Any forward-looking statements
contained in this Current Report on Form 8-K speak only as of
the date on which we make it and are based upon our historical
performance and on current plans, estimates and expectations.
While management believes that these forward-looking statements
are reasonable as and when made, there can be no assurance that
the future developments affecting us will be those that we
anticipate.
made from time to time by our representatives may contain,
forward-looking statements about our business, operations, and
industry, as well as the proposed transactions described
herein, which involve risks and uncertainties, such as
statements regarding our plans, objectives, expectations and
intentions. You can identify these forward-looking statements
by the use of forward-looking words such as outlook, intends,
plans, estimates, believes, expects, potential, continues, may,
will, should, seeks, approximately, predicts, anticipates,
foresees, or the negative version of these words or other
comparable words and phrases. Any forward-looking statements
contained in this Current Report on Form 8-K speak only as of
the date on which we make it and are based upon our historical
performance and on current plans, estimates and expectations.
While management believes that these forward-looking statements
are reasonable as and when made, there can be no assurance that
the future developments affecting us will be those that we
anticipate.
Our future results and financial condition may differ
materially from those we currently anticipate as a result of
the various factors, many of which are outside our control.
Furthermore, the successful consummation of the transactions
described herein on the terms described herein, or at all, is
subject to, among other things, agreement on principal terms
between the parties, successful negotiation of definitive
documentation and any conditions contained therein, all of
which is not solely within our control. Factors that could
affect the foregoing include, but are not limited to, the
market price for coal, the supply of, and demand for,
domestic and foreign coal, competition from other coal
suppliers, the cost of using the availability of other fuels,
the effects of technological developments, advances in power
technologies, the efficiency of our mines, the amount of coal
we are able to produce from our properties, operating
difficulties and unfavorable geologic conditions and other
uncertainties. These factors should be read in conjunction
with the risk factors included in our Annual Report on Form
10-K for the year ended December 31, 2016 (filed with the SEC
on March 1, 2017).
materially from those we currently anticipate as a result of
the various factors, many of which are outside our control.
Furthermore, the successful consummation of the transactions
described herein on the terms described herein, or at all, is
subject to, among other things, agreement on principal terms
between the parties, successful negotiation of definitive
documentation and any conditions contained therein, all of
which is not solely within our control. Factors that could
affect the foregoing include, but are not limited to, the
market price for coal, the supply of, and demand for,
domestic and foreign coal, competition from other coal
suppliers, the cost of using the availability of other fuels,
the effects of technological developments, advances in power
technologies, the efficiency of our mines, the amount of coal
we are able to produce from our properties, operating
difficulties and unfavorable geologic conditions and other
uncertainties. These factors should be read in conjunction
with the risk factors included in our Annual Report on Form
10-K for the year ended December 31, 2016 (filed with the SEC
on March 1, 2017).
You are cautioned not to place undue reliance on
forward-looking statements, which are made only as of the
date hereof. We undertake no obligation to publicly update or
revise any forward-looking statements after the date they are
made, whether as a result of new information, future events
or otherwise, except as required by law.
forward-looking statements, which are made only as of the
date hereof. We undertake no obligation to publicly update or
revise any forward-looking statements after the date they are
made, whether as a result of new information, future events
or otherwise, except as required by law.
About FORESIGHT ENERGY LP (NYSE:FELP)
Foresight Energy LP is engaged in the mining and marketing of coal from reserves and operations located in the Illinois Basin. The Company controls over three billion tons of coal in the state of Illinois. Its reserves consist principally of over three contiguous blocks of high heat content (high Btu) thermal coal, which are used for longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. The Company operates over four underground mining complexes in the Illinois Basin, including Williamson, which is located in southern Illinois near the town of Marion; Sugar Camp, which is located in southern Illinois approximately 10 miles north of Williamson; Hillsboro, which is located in central Illinois near the town of Hillsboro, and Macoupin, which is located in central Illinois near the town of Carlinville. Williamson, Sugar Camp and Hillsboro are longwall operations, and Macoupin is a continuous miner operation. FORESIGHT ENERGY LP (NYSE:FELP) Recent Trading Information
FORESIGHT ENERGY LP (NYSE:FELP) closed its last trading session 00.00 at 6.67 with 54,153 shares trading hands.