UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FORESIGHT ENERGY LP
(Exact name of registrant as specified in its charter)
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Delaware
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80-0778894
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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211 North Broadway
Suite 2600
(Address, including zip code, of principal executive offices)
Registrant
’s telephone number, including area code:
(314) 932-6160
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common units representing limited partner interests
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*On
November 25, 2019, a Form 25 relating to the delisting and deregistration under Section 12(b) of
the Registrant’s common units representing limited partner interests was
filed by the New York Stock Exchange LLC. The common units currently trade on the OTCQX
® Best Market under the symbol
“FELPU.”
Indicate by check mark whether
the registrant is an emerging growth company 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.
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Item 1.01. Entry
into a Material Definitive Agreement.
As previously disclosed, on
February 24, 2020, Foresight Energy LLC and Foresight Energy Finance Corporation (wholly owned
subsidiaries of Foresight Energy LP (the “
Partnership”)) (together, the “
Issuers”) solicited the consent of the holders (the “
Holders”) (such solicitation,
the “
Consent Solicitation”) of the Issuers’ 11.50% Second Lien Senior Secured Notes due 2023 (the “
Notes”) to amend (such amendment, the
“Amendment”) the
indenture governing the Notes (as amended, supplemented or otherwise modified from time to time, the
“
Indenture”), as more fully described below. The Consent Solicitation expired at 5:00 p.m., New York City time, on
February 26, 2020 (the “
Expiration Time”).
As of the Expiration Time, the Issuers had received consents to the Amendment from Holders of at least a majority in aggregate principal amount of the outstanding Notes not
owned by the Issuers or their affiliates. As a result, on
February 26, 2020, the Issuers, the guarantors party thereto and Wilmington Trust, National Association, the trustee (the “
Trustee”) for the
Notes, entered into a third supplemental
indenture (the “
Third Supplemental Indenture”) providing for the Amendment to the
Indenture.
The Amendment amended Section 6.01(b) of the
Indenture to extend the grace period for payment of interest due on the Notes from 150 days to 180 days.
The Partnership continues to engage in discussions with its creditor constituencies and explore potential restructuring alternatives.
The foregoing descriptions of the Amendment, the Third Supplemental
Indenture and the
Indenture are qualified in their entirety by reference to the full text of the Third
Supplemental
Indenture, the Second Supplemental
Indenture, dated as of
December 19, 2019, the First Supplemental
Indenture dated as of
October 30, 2019 and the
Indenture, each of which is
incorporated herein by reference to
Exhibit 4.1,
Exhibit 4.2,
Exhibit 4.3 and
Exhibit 4.4 to
this Current Report on
Form 8-K, respectively.
Item 3.03 Material Modification to Rights of
Security Holders.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this item by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information in this Current Report on Form 8-K and certain oral statements made by our representatives from time to time may constitute “forward-looking
statements.” The words “propose,” “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “outlook,” “estimate,” “potential,” “continues,” “may,” “will,” “seek,” “approximately,” “predict,” “anticipate,” “should,” “would,” “could” or other
similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Forward-looking statements also include statements about our liquidity, our capital structure and expected results of
operations. These forward-looking statements are based on the Partnership’s current expectations and beliefs concerning future developments and their potential effect on us. 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.
We continue to experience substantial financial, business, operational and reputational risks that threaten our ability to continue as a going concern and
could materially affect our present expectations and projections. For additional information regarding known material factors that could cause our actual results to differ from those contained in or implied by forward-looking statements, please see
the section entitled
“Risk Factors” in the Partnership’s Annual Report on Form 10-K for the year ended
December 31, 2018, filed with the Securities and Exchange Commission on
February 27, 2019 and subsequent Quarterly Reports on Form 10-Q.
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
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Exhibit No.
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Exhibit Description
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4.1
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4.2
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Second Supplemental Indenture, dated as of December 19, 2019 (to the Indenture dated as of March 28, 2017),
by and among Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to FELP’s Current Report on Form
8-K, filed with the SEC on December 20, 2019).
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4.3
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First Supplemental Indenture, dated as of October 30, 2019 (to the Indenture dated as of March 28,
2017), by and among Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to FELP’s Current Report on
Form 8-K, filed with the SEC on October 31, 2019).
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4.4
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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.
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FORESIGHT ENERGY LP
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By:
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Foresight Energy GP LLC, its general partner |
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By:
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/s/ Robert D. Moore |
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Robert D. Moore |
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Chairman of the Board, President and Chief Executive Officer |
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