FORESIGHT ENERGY LP (NYSE:FELP) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On March 7, 2017, Foresight Energy LP (the Partnership) issued a
press release announcing that 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) (both wholly owned
subsidiaries of the Partnership), have commenced a private
offering of $500,000,000 aggregate principal amount of second
lien senior secured notes (the New Notes).
In the event that the offering of the New Notes and certain other
transactions are consummated, Murray Energy Corporation (Murray
Energy) is expected to exercise its option (the 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 Partnership (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%.
Should the FEGP Option be exercised (i) Christopher Cline has
indicated that he will resign as a director of FEGP, (ii) Murray
Energy has indicated that it will appoint Robert Edward Murray as
a director of FEGP, (iii) it is expected that Robert D. Moore
will become chairman of FEGPs board of directors and (iv) it is
expected that Paul Vining will remain on the board of directors
of FEGP. Robert Edward Murray is 43 years old and since February
2015 has been the Executive Vice PresidentMarketing and Sales of
Murray Energy.
In accordance with general instruction B.2 to Form 8-K, the
information contained in this Item 7.01 Regulation FD Disclosure
is being furnished and not filed with the Securities and Exchange
Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities
under such section. Furthermore, such information shall not be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, unless specifically
identified as being incorporated therein by reference.
Item 8.01 Other Events.
The Issuers announced the offering of the New Notes in a press
release, a copy of which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
The Issuers are offering the New Notes 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 Current Report on Form 8-K (this Current
Report) does 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 does not constitute a notice of redemption with respect to
any of the Issuers securities.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains, and oral statements made from time
to time by our representatives may contain, forward-looking
statements regarding, among other things, our expected financial
results and our expectations regarding possible financing
transactions . 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 statement
speaks only as of the date on which we make it and is 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, capital market conditions, 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. Other 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Exhibit Description |
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99.1 |
Press Release of Foresight Energy LP, dated March 7, 2017 |
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 down -0.21 at 6.69 with 19,500 shares trading hands.