13D Filing: Cline Trust Co Llc and Foresight Energy Lp (NYSE:FELP)

13D

This Amendment No. 1 to Schedule 13D (“Schedule 13D”) relates to the Common Units of Foresight Energy LP, a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at: One Metropolitan Square, 211 North Broadway, Suite 2600, St. Louis, MO 63102. Information given in response to each item herein shall be deemed incorporated by reference in all other items, as applicable.

(a), (f) This statement is being filed by:

(b) The address of the principal business and principal office of each of the Reporting Persons is 3801 PGA Blvd Ste 903, Palm Beach Gardens, FL.

(c) Cline Trust Company’s principal business is to manage the assets of Cline Trust Company for the benefit of its members.  The principal occupation of Donald R. Holcomb is to serve as Chief Executive Officer and President of Dickinson Fuel Company, Inc. and its affiliated companies, a land company in West Virginia whose address is 300 Capitol St., Suite 1408, Charleston, WV 25301.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

The funds used to purchase the warrants to purchase Common Units, the 11.50% senior secured second lien notes due 2023  and the senior secured first-priority term loan described in Item 4 were from the cash resources of Cline Trust Company.

On December 15, 2016, Cline Trust Company agreed to purchase from a third party 17,556 warrants to purchase Common Units, which warrants are exercisable at any time during the period commencing on the date the Issuer’s Senior Secured Second Lien Exchangeable PIK Notes due 2017 (the “Exchangeable PIK Notes”) are fully redeemed or purchased pursuant to a Murray Purchase (in each case in accordance with the terms of the indenture related to the Exchangeable PIK Notes dated August 30, 2016 between Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantor party thereto, Wilmington Trust, National Association, as trustee, and American Stock Transfer and Trust Company, LLC, as notes administrator and exchange agent) and ending at 5:00 p.m. New York City time, on the date immediately preceding the tenth anniversary of such date.  The Exchangeable PIK Notes were fully redeemed on March 28, 2017 and the warrants are as of the date hereof currently exercisable into 225,167 Common Units.

In addition, in connection with the Issuer’s refinancing of the Issuer’s indebtedness described in Issuer’s Current Report on Form 8-K filed on March 29, 2017, Cline Trust Company purchased (i) $20.0 million in aggregate principal amount of 11.50% senior secured second lien notes due 2023 issued by wholly owned subsidiaries of the Issuer and (ii) $10.0 million in aggregate principal amount of senior secured first priority term loan of the Issuer.

The Reporting Persons acquired their interests in the Issuer solely for investment purposes and not with the purpose or effect of influencing the control of the Issuer.