Current Report Filing (8-k)

Date : 12/20/2019 @ 1:22PM
Source : Edgar (US Regulatory)
Stock : Foresight Energy Partners LP (QX) (FELPU)
Quote : 0.083  0.0 (0.00%) @ 12:48PM

Current Report Filing (8-k)

 

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

Date of Report (date of earliest event reported): December 19, 2019

 

 

FORESIGHT ENERGY LP

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

001-36503

 

80-0778894

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

211 North Broadway, Suite 2600

Saint Louis, MO

 

 

 

63102

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

(Registrant’s telephone number, including area code): (314) 932-6160

 (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):

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

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

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

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common units representing limited partner interest

 

*

 

*

*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. 

 

 

 


 

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on December 13, 2019, 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 amendments, the Amendments) 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 December 19, 2019 (the “Expiration Time”).

 

As of the Expiration Time, the Issuers had received consents to the Amendments 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 December 19, 2019, the Issuers, the guarantors party thereto and Wilmington Trust, National Association, the trustee (the “Trustee”) for the Notes, entered into a second supplemental indenture (the “Second Supplemental Indenture”) providing for the Amendments to the Indenture.

 

The Amendments (i) amend Section 6.01(b) of the Indenture to extend the grace period for payment of interest due on the Notes from 90 days to 150 days and (ii) amend Section 4.03 of the Indenture to eliminate the requirement that the Issuers periodically hold a publicly accessible conference call to discuss the Issuers’ financial information for the relevant fiscal period.

The Partnership continues to engage in discussions with its creditor constituencies and explore potential restructuring alternatives.

 

The foregoing descriptions of the Amendments, the Second Supplemental Indenture and the Indenture are qualified in their entirety by reference to the full text of the Second Supplemental Indenture, 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 and Exhibit 4.3 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.


2


 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Exhibit Description

 

 

 

4.1

 

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.

 

 

 

4.2

 

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).

 

 

 

4.3

 

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 April 3, 2017).

 

 

 

 

 

 

3


 

SIGNATURES

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.

 

 

Foresight Energy LP

 

 

By:

 

Foresight Energy GP LLC

 

 

its general partner

 

 

By:

 

/s/ Robert D. Moore

 

 

Robert D. Moore

 

 

Chairman of the Board, President and

Chief Executive Officer

 

 

Date: December 20, 2019

 

 

4

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