Foresight Energy LP Completes Global Restructuring
August 30 2016 - 4:15PM
Business Wire
On August 30, 2016 Foresight Energy LP (NYSE: FELP)
(“FELP,” and along with its
consolidated subsidiaries, the “Partnership”) completed an out-of-court
restructuring of more than $1.4 billion in indebtedness pursuant to
the terms of Transaction Support Agreements previously executed by
the Partnership, Foresight Energy GP LLC (“FEGP”), the Partnership’s equity sponsors,
including Mr. Christopher Cline, Murray Energy Corp. (“Murray Energy”), Foresight Reserves LP
(“Reserves”), and a majority of
the Partnership’s secured bank lenders and holders of the 7.875%
Senior Notes due 2021 issued by the Foresight Energy LLC and
Foresight Energy Finance Corporation (the “Old Notes”).
The Partnership’s restructuring resolves various defaults and
events of default relating to a December 2015 Delaware Chancery
Court determination that the Partnership’s and FEGP’s April 2015
equity transaction involving Murray Energy and Reserves constituted
a “change of control” of FELP under the terms of the Old Notes (the
“Change of Control
Litigation”). The restructuring was implemented
principally through concurrent exchange and tender offers in which
holders of 99.98% of the principal amount of the Old Notes
participated. Through the tender and exchange offers, Reserves and
certain of its affiliates purchased approximately $105 million of
outstanding Old Notes for cash, and the Partnership exchanged the
remaining Old Notes for approximately $349 million of new second
lien notes, approximately $299 million of new convertible PIK
notes, and warrants to acquire up to 4.5% of the total outstanding
units of FELP upon the redemption of the convertible PIK notes.
The restructuring also provides for: (1) an amendment and
restatement of the Partnership’s senior credit facility; (2) an
amendment and restatement of the Partnership’s receivables
securitization facility; (3) amendments and waivers related to the
Partnership’s longwall equipment leases and financings; (4)
amendments and other modifications to FEGP’s and the Partnership’s
governance documents and existing agreements by and among the
equity sponsors; and (5) the execution of various mutual releases
among the participants in the restructuring. As a result of the
restructuring, the Change of Control Litigation will be dismissed
with prejudice.
“We are pleased to have completed the debt restructuring,” said
Robert D. Moore, President and Chief Executive Officer. “The
resulting transaction puts the change of control litigation behind
us and allows us to continue to focus on executing our mission of
running the safest, most reliable and lowest cost mines in the
Illinois Basin.”
The Partnership was represented in the restructuring by PJT
Partners Inc. as its financial advisor and Paul, Weiss, Rifkind,
Wharton & Garrison LLP as its legal advisor.
About Foresight Energy LP
Foresight Energy LP is one of the largest holders of coal
reserves in the United States, and its reserves can support over
100 years of production at its current production levels. The
company owns four mining companies in the Illinois Basin.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements and information in this press release 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. These forward-looking statements, including
statements regarding the restructuring and the expected benefits
therefrom, 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.
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 sections
entitled “Risk Factors” in the Partnership’s Annual Report on Form
10-K for the year ended December 31, 2015, filed with the
Securities and Exchange Commission on March 15, 2016, and in
subsequent SEC filings.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160830006493/en/
Foresight Energy LPGary M. Broadbent,
314-932-6152Investor.relations@foresight.comMedia@coalsource.com
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