Foresight Energy Announces Early Results of its Previously Announced Tender Offer and Consent Solicitation for Outstanding 9.625% Senior Notes due 2017
ST. LOUIS--(BUSINESS WIRE)-- Foresight Energy LLC (the "Company") and Foresight Energy Finance Corporation (the "Co-Issuer" and, together with the Company, the "Issuers") previously announced that they commenced a cash tender offer and consent solicitation with respect to any and all of their outstanding $600.0 million aggregate principal amount of 9.625% Senior Notes due 2017 (the "Notes") on the terms and subject to the conditions set forth in the Issuers' Offer to Purchase and Consent Solicitation Statement, dated July 23, 2013, together with the related Consent and Letter of Transmittal, dated July 23, 2013 (the "Offer to Purchase").
As of the consent payment deadline of 5:00 p.m., Eastern Time, on August 5, 2013 (the "Consent Date"), holders of $598,852,000.00 million aggregate principal amount of the Notes, representing approximately 99.81% of the outstanding aggregate principal amount of the Notes, had validly tendered their Notes, consented to the proposed amendments to the indenture governing the Notes and had not validly withdrawn their Notes or revoked their consents. Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tendered their Notes on or prior to the Consent Date will receive the total consideration of $1,117.50 per $1,000 principal amount of Notes accepted for purchase, which includes a consent payment of $30.00 per $1,000 principal amount of Notes.
The tender offer will expire at 11:59 p.m. New York City time on August 19, 2013, unless extended or earlier terminated by the Issuers in their sole discretion (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). Holders that validly tender after the Consent Date, but on or prior to the Expiration Date, and whose Notes are accepted will receive the tender offer consideration of $1,087.50 per $1,000 principal amount of Notes accepted for purchase. Holders of Notes that tendered after the Consent Date will not receive the consent payment.
In each case, the Issuers intend to pay the consideration, plus accrued and unpaid interest up to, but not including, the date of payment, on the final settlement date, which is expected to occur promptly following the Expiration Date, assuming satisfaction or waiver of the conditions to the tender offer and consent solicitation.
The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions that are more fully described in the Offer to Purchase, including, among others, the consummation of a future offering of unsecured senior debt securities and/or a new senior secured credit facility by the Issuers, on terms and conditions acceptable to the Issuers, in their sole discretion, yielding net proceeds in an amount sufficient to fund all of their obligations under the tender offer and consent solicitation and any other use of proceeds specified by the Issuers, which may include dividends or distributions to their parent.
In accordance with the terms of the Offer to Purchase, tenders of Notes (including previously tendered Notes) may no longer be validly withdrawn and consents may no longer be validly revoked, except in the limited circumstances described in the Offer to Purchase.
Notes that are not tendered or that are not accepted for purchase pursuant to the tender offer will remain outstanding, and the holders thereof will be bound by the Proposed Amendments contained in the supplemental indenture even though they have not consented to the Proposed Amendments.
Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are acting as joint dealer managers and solicitation agents and Global Bondholder Services Corporation is acting as the tender agent and information agent for the tender offer and consent solicitation. Requests for documents may be directed to Global Bondholder Services Corporation at (866) 387-1500 (toll-free) or (212) 430-3774 (collect). Questions regarding the tender offer and consent solicitation may be directed to Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect).
This press release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell or a solicitation of consents with respect to any securities, and should not be deemed to be an offer to sell or a solicitation of an offer to buy any securities of the Issuers in the proposed refinancing transaction or any other transaction. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase. The tender offer and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Issuers, the dealer managers and solicitation agents, the tender agent and information agent, the trustee or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the proposed amendments.
About Foresight Energy
Foresight Energy is a leading producer of thermal coal with over three billion tons of coal reserves in the Illinois Basin. We operate four mining complexes, three of which utilize highly productive longwall mining systems. Our reserves and mines are strategically located near multiple rail and river transportation access points giving us multiple transportation options. Our high productivity, low operating costs and high heat content of our coal enables us to be competitive on a delivered cost per Btu to a wide variety of domestic and international markets.
This press release includes forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Exchange Act of 1934, as amended. The forward-looking statements contained in this press release include, but are not limited to, statements related to the consummation of the tender offer and consent solicitation, which is subject to, and conditioned on, the satisfaction or waiver of certain conditions, including the successful completion of a proposed refinancing transaction and other customary conditions. There can be no assurance that the refinancing transaction or the tender offer and consent solicitation will ultimately be consummated as described or at all. These statements are based on the Issuers' estimates and assumptions and on currently available information.
The Issuers' forward-looking statements include information concerning possible or assumed future results, and the Issuers' actual results may differ significantly from the results discussed. Forward-looking information is intended to reflect opinions as of the date this press release was issued. The Issuers undertake no duty to update any forward-looking statements to conform the statements to actual results or changes in its operations.
Foresight Energy LLC
Kurt Bruenning, 314-932-6106
Vice President, Finance & Treasury
Kurt Bruenning, 314-932-6106
Vice President, Finance & Treasury
KEYWORDS: United States North America Missouri
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