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

13D

None of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Notwithstanding the above, the Reporting Persons may make additional purchases of securities of the Issuer, either in the open market or in private transactions, including the exercise of options or receipt of warrants, depending on the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Units, other opportunities available to the Reporting Persons, prospects for the Reporting Persons’ own business, general economic conditions, money and stock market conditions and other future developments.  Depending on the same factors, the Reporting Persons may decide to sell all or part of their investment in the Common Units, although they have no current intention to do so. 

(a), (b) Cline Trust Company and Holcomb may be deemed to beneficially own 20,548,355 Common Units, including 20,323,188 Common Units and currently exercisable warrants to purchase 225,167 Common Units.  Based on (1) 66,104,908 Common Units outstanding as of February 24, 2017, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 and (2) 9,628,108 Common Units issued to Murray Energy Corporation and one of its affiliates on March 27, 2017, as reported in the Issuer’s Current Report on Form 8-K filed on March 29, 2017, 20,548,355 Common Units represents approximately 27.1% of the outstanding Common Units.  Each of the Reporting Persons has sole voting and investing power over the securities disclosed herein.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Cline Trust Company is a party to a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of August 30, 2016, between the Issuer, Cline Trust Company, and the other parties thereto, requiring the Issuer, on demand by Cline Trust Company and subject to the term thereof, to file a registration statement to register the resale of Common Units owned by Cline Trust Company, subject to the limitations therein.  This description of the Registration Rights Agreement is qualified in its entirety by the text of the Registration Rights Agreement, which is incorporated by reference herein.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 to Schedule 13D as Exhibit 99.3, with respect to the joint filing of this Amendment No. 1 to Schedule 13D and any amendment or amendments thereto.

Except as otherwise described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.