Foresight Energy Announces Closing of $1.55 Billion Financing and Final Settlement of its Tender Offer and Consent Solicitation

Business Wire

ST. LOUIS--(BUSINESS WIRE)--

Foresight Energy LLC (the “Company”) announced today that it completed a $1.55 billion financing including a $500 million secured revolving credit facility due August 2018, a $450 million secured term B loan due August 2020 and a private offering of $600 million aggregate principal amount of 7.875% Senior Notes due 2021 (the “Notes”) by the Company and Foresight Energy Finance Corporation (the “Co-Issuer” and, together with the Company, the “Issuers”). The proceeds from this transaction will be used to refinance existing indebtedness and to fund a distribution to the Company’s owners. The financing provides the Company with increased liquidity and an enhanced debt maturity profile as it completes development of a fourth longwall mine in early 2014.

The Issuers also announced the settlement of their previously announced cash tender offer and consent solicitation with respect to any and all of their outstanding $600 million aggregate principal amount of 9.625% Senior Notes due 2017 (the “2017 Notes”). The tender offer and the consent solicitation were subject to the satisfaction or waiver of certain conditions which were satisfied or waived as of August 23, 2013 and were described 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”). Pursuant to the Offer to Purchase, the Issuers accepted for purchase 100% of the $600 million aggregate principal amount of 2017 Notes that were validly tendered by holders of the 2017 Notes on or prior to 11:59 p.m. Eastern Time on August 21, 2013. Such holders also consented to the proposed amendments to the indenture governing the 2017 Notes contained in the supplemental indenture, dated as of August 2, 2013, which became operative upon today’s acceptance of the tendered 2017 Notes by the Issuers pursuant to the terms and conditions described in the Offer to Purchase. The consideration for the 2017 Notes accepted for purchase, plus accrued and unpaid interest, will be paid today, August 23, 2013.

Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. acted as joint dealer managers and solicitation agents and Global Bondholder Services Corporation acted as the tender agent and information agent for the tender offer and consent solicitation. 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 any transaction. The tender offer and consent solicitation and the offering of the Notes 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. The Notes were offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except under an effective registration statement or an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

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.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27(a) of the Securities Act, and Section 21(e) of the Exchange Act of 1934, as amended. 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.

Contact:
Foresight Energy LLC
Investors/Media:
Kurt Bruenning, 314-932-6106
Vice President, Finance & Treasury
investor.relations@foresight.com

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