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Section 1: 8-K (8-K)

felp-8k_20191108.htm

 

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): November 8, 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 interests

 

FELP

 

New York Stock Exchange (“NYSE”)

 

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, indicated 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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 8, 2019, Foresight Energy LP (the “Partnership” or “Foresight”) was notified by the New York Stock Exchange (“NYSE”) that due to “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual, the NYSE has determined to commence proceedings to delist the Partnership’s common units.  Trading in the Partnership’s common units was suspended on November 8, 2019.  

The NYSE will apply to the Securities and Exchange Commission to delist the common units upon completion of all applicable procedures.  The Partnership does not intend to appeal the NYSE’s determination and, therefore, it is expected that the Partnership’s common units will be delisted.

The Partnership has submitted an application for its common units to trade on the OTCQX marketplace under the symbol “FELP”.  However, the Partnership can provide no assurance that its common units will be accepted by the OTC Markets Group for trading on the OTCQX, that its common units will trade on any other marketplace offered by the OTC Markets Group, whether broker-dealers will continue to provide public quotes of the Partnership’s common units on these marketplaces, whether the trading volume of the Partnership’s common units will be sufficient to provide for an efficient trading market, or whether quotes for the Partnership’s common units may be blocked by the OTC Market Group in the future.

 

Item 7.01

Regulation FD Disclosure.

On November 8, 2019, the Partnership issued a press release with respect to the NYSE’s suspension of trading and commencement of delisting procedures.  The full press release is furnished with the Report as Exhibit 99.1 to the Current Report on Form 8-K.  

The information in this Item 7.01 (including the exhibits attached hereto) is being furnished under Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes, and oral statements made from time to time by representatives of the Foresight may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to Foresight’s business, financial condition or future results. Such statements are subject to risks and uncertainties that could cause results to differ materially from Foresight’s expectations, including the risk factors described in Foresight’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated in Foresight’s subsequently filed Quarterly Reports on Form 10-Q. While Foresight makes these statements in good faith, neither Foresight nor its management can guarantee that anticipated future results will be achieved. Foresight assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Foresight, whether as a result of new information, future events, or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

99.1 Press release issued by Foresight Energy LP on November 8, 2019, announcing suspension of trading and commencement of NYSE delisting procedures.

 

 

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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, thereunto 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: November 8, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Section 2: EX-99.1 (EX-99.1)

felp-ex991_6.htm

 

 

Exhibit 99.1

FORESIGHT ENERGY LP ANNOUNCES SUSPENSION OF TRADING AND COMMENCEMENT OF NYSE DELISTING PROCEDURES DUE TO LOW STOCK PRICE

 

 

ST.  LOUIS, Missouri (BUSINESS WIRE) November 8, 2019 — Foresight Energy LP (“Foresight” or the “Partnership”) (NYSE: FELP) announced that on November 8, 2019, the Partnership was notified by the New York Stock Exchange (“NYSE”) that the NYSE had determined to immediately suspend trading of the Partnership’s common units and commence delisting proceedings as a result of the NYSE’s determination that the Partnership’s common units were no longer suitable for listing on the NYSE based on “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual.  

 

The NYSE stated that it will apply to the Securities and Exchange Commission to delist the Partnership’s common units upon completion of all applicable procedures.  The Partnership does not intend to appeal the delisting determination and, therefore, it is expected that the Partnership’s common units will be delisted.        

 

The Partnership has submitted an application for its common units to trade on the OTCQX marketplace under the symbol “FELP”.  The transition to the over-the-counter markets will not affect the Partnership’s business operations.  The Partnership will remain subject to the public reporting requirements of the Securities and Exchange Commission following the delisting.  

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release, and certain oral statements made by our representatives from time to time, may contain “forward-looking” statements within the meaning of the federal securities laws.  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 our 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: (i) 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 (ii) subsequently filed 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.

 


 

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About Foresight Energy LP

 

Foresight is a leading producer and marketer of thermal coal controlling nearly 2.1 billion tons of coal reserves in the Illinois Basin. Foresight currently operates two longwall mining complexes with three longwall mining systems (Williamson (one longwall mining system) and Sugar Camp (two longwall mining systems)), one continuous mining operation (Macoupin) and the Sitran river terminal on the Ohio River. Additionally, Foresight has recently resumed continuous miner production at its Hillsboro complex and continues to evaluate potential future mining options. 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.

 

 

Contact

 

Cody E. Nett

Corporate Secretary

740-338-3100

[email protected]

[email protected]

 

 

 

 

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