Foresight Energy LP Enters Into Restructuring Support Agreement With Members of Ad Hoc Lender Groups and Files Chapter 11 to Access $100 Million in New Financing
March 10, 2020 - Today, Foresight Energy LP, and its general partner Foresight Energy GP LLC (together, “Foresight Energy” or the “Partnership”) (OTCQX: FELPU), announced that Foresight Energy and all of its subsidiaries entered into a Restructuring Support Agreement (the “RSA”) with ad hoc lender groups (the “Ad Hoc Lender Groups”) holding more than 73% of the approximately $1.4 billion in claims under each of the Partnership’s first lien credit agreement and second lien notes.
To implement the RSA, Foresight Energy filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”) on March 10, 2020 (collectively, the “Chapter 11 Cases”).
Voluntary petitions have also been filed for all of the Partnership’s subsidiaries, including those operating the Williamson, Sugar Camp, Hillsboro operations, and the Sitran River Terminal.
New Financing and RSA Terms
The Partnership intends to finance its operations throughout Chapter 11 with cash on hand and access to a $100 million new money debtor-in-possession financing facility (the “DIP Facility”), subject to Bankruptcy Court approval. Lenders party to the RSA have committed to provide the full amount of the DIP Facility. The proceeds of the DIP Facility will be used to support ordinary course operations and payments to employees and suppliers throughout the restructuring process.
The RSA contemplates that substantially all of the Partnership’s prepetition funded debt will be equitized. In turn, the RSA authorizes providing a reorganized Foresight Energy with a $225 million exit financing facility (the “Exit Facility”) backstopped by the lenders party to the RSA. The Exit Facility is anticipated to provide a reorganized Foresight Energy with funds sufficient to repay the DIP Facility and retain cash on hand to perform in the ordinary course of business upon emergence from its Chapter 11 Cases. The RSA further contemplates that Mr. Robert D. Moore will continue to be Chairman of the Board of a reorganized Foresight Energy. The Partnership has agreed to comply with certain milestones related to implementing its Chapter 11 plan and related restructuring process under the DIP Facility and RSA.
Moore said, “We appreciate the support of our lenders, many of whom have been invested with the Partnership for a long time. As we enter this process, I am confident the DIP Facility provides the Partnership with adequate liquidity to get payments to our valued trade partners and continue operating in the normal course of business without any anticipated impact to production levels.”
The Partnership has filed first day motions with the Bankruptcy Court that when granted will enable day-to-day operations to continue uninterrupted.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to Foresight Energy; Jefferies Group is acting as investment banker; and FTI Consulting, Inc. is acting as financial advisor.
Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel and Lazard Frères & Co. LLC is acting as investment banker to the Ad Hoc Lender Group representing lenders under the first lien credit agreement.
Milbank LLP is acting as legal counsel and Perella Weinberg Partners LP is acting as investment banker to the Ad Hoc Lender Group representing crossover lenders under each of the second lien indenture and first lien credit agreement.
Additional information, including court filings and other documents related to the reorganization proceedings, will be available on a website administered by the Partnership’s claims agent, Prime Clerk LLC, at https://cases.primeclerk.com/ForesightEnergy.