Press Release

Foresight Energy LP Announces Pricing of Second Lien Senior Secured Notes Private Offering

Company Release - 3/17/2017 6:30 AM ET

ST. LOUIS--(BUSINESS WIRE)-- Foresight Energy LP (NYSE:FELP) today announced that its wholly owned subsidiaries, Foresight Energy LLC (the “Company”) and Foresight Energy Finance Corporation (the “Co-Issuer” and, together with the Company, the “Issuers”) have priced their previously announced offering (the “Offering”) of 11.5% Second Lien Senior Secured Notes due 2023 (the “Notes”), in an aggregate principal amount of $450 million. The aggregate size of the offering reflects a decrease of $75 million from the previously announced offering size, and the maturity date reflects a one-year reduction in the previously announced maturity. The Notes will be guaranteed by the wholly-owned domestic restricted subsidiaries of the Company that guarantee the Credit Facilities (as defined below). The Offering of the Notes is expected to close on or about March 28, 2017, subject to certain closing conditions.

In addition to the Notes, the Company also announced that it has agreed to terms on an $825 million senior secured first-priority five-year term loan (the “Term Loan), representing an increase of $75 million from the previously announced size, and a $170 million senior secured first-priority four-year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”).

The Issuers intend to use the net proceeds from the Notes and borrowings under the Term Loan, together with an equity contribution from Murray Energy Corporation and cash on hand, to refinance the following indebtedness:

  • the Issuers’ Second Lien Senior Secured PIK Notes due 2021;
  • the Issuers’ Second Lien Senior Secured Exchangeable PIK Notes due 2017; and
  • the Company’s outstanding credit facilities, including the revolving credit facility and the term loan.

The Offering will be made solely by means of a private placement either to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States, only to non-U.S. investors pursuant to Regulation S of the Securities Act. The Notes to be issued in the Offering have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This press release 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 of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains, and oral statements made from time to time by representatives of Foresight Energy LP and its subsidiaries may contain, “forward-looking” statements within the meaning of the federal securities laws. Statements regarding our expected financial results, our expectations regarding possible financing transactions and agreements and other statements that contain words such as “possible,” “intend,” “will,” “if” and “expect” are forward looking and can be impacted by numerous factors, including risks relating to capital markets conditions, the impact of adverse market conditions affecting business of Foresight Energy LP or its subsidiaries, adverse changes in laws including with respect to tax and regulatory matters and other risks. There can be no assurance that actual results will not differ from those expected by management of Foresight Energy LP. Additional known material factors that could cause actual results to differ from those in the forward-looking statements are described in Part I, “Item 1A. Risk Factors” of Foresight Energy LP’s Annual Report on Form 10-K filed on March 1, 2017. Foresight Energy LP undertakes no obligation to update or revise such forward-looking statements to reflect events or circumstances that occur, or which Foresight Energy LP becomes aware of, after the date hereof.

About Foresight Energy LP

Foresight Energy LP is a leading producer and marketer of thermal coal controlling over 2 billion tons of coal reserves in the Illinois Basin. Foresight currently owns four mining complexes (Williamson, Sugar Camp, Hillsboro and Macoupin), with four longwall systems, and the Sitran river terminal on the Ohio River. Foresight’s operations are strategically located near multiple rail and river transportation access points, providing transportation cost certainty and flexibility to direct shipments to the domestic and international markets.

Foresight Energy LP
Gary M. Broadbent, 740-338-3100
Senior Corporate Counsel and Director of Investor and Media Relations
Investor.relations@foresight.com
Media@coalsource.com

Source: Foresight Energy LP