0000950123-15-003236.txt : 20150224 0000950123-15-003236.hdr.sgml : 20150224 20150217192035 ACCESSION NUMBER: 0000950123-15-003236 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150223 GROUP MEMBERS: CLINE RESOURCE & DEVELOPMENT CO GROUP MEMBERS: FORESIGHT RESERVES, LP GROUP MEMBERS: INSIGHT RESOURCE, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Foresight Energy LP CENTRAL INDEX KEY: 0001540729 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 800778894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88722 FILM NUMBER: 15625228 BUSINESS ADDRESS: STREET 1: 211 NORTH BROADWAY, SUITE 2600 CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 314-932-6160 MAIL ADDRESS: STREET 1: 211 NORTH BROADWAY, SUITE 2600 CITY: ST. LOUIS STATE: MO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: Foresight Energy Partners LP DATE OF NAME CHANGE: 20120127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cline Christopher CENTRAL INDEX KEY: 0001385281 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O CLINE RESOURCE & DEVELOPMENT CO STREET 2: 3801 PGA BOULEVARD, SUITE 903 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SC 13G 1 d876637dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Foresight Energy LP

(Name of Issuer)

Common Units Representing Limited Partner Interests, No Par Value

(Title of Class of Securities)

34552U104

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 34552U104

 

  1 

Name of reporting person:

 

Foresight Reserves, LP

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 5 

Sole voting power

 

    111,230,899(1)

6

Shared voting power

 

    0

7

Sole dispositive power

 

    111,230,899(1)

8

Shared dispositive power

 

    0

  9

Aggregate amount beneficially owned by each reporting person

 

    111,230,899(1)

10

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11

Percent of class represented by amount in Row (9)

 

    85.8%(2)

12

Type of reporting person

 

    PN

 

(1) Includes 64,307,087 subordinated units which may be converted into common units on a one-for-one basis after the expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership).
(2) Based on 64,831,311 common units and 64,738,895 subordinated units outstanding as of January 30, 2015.

 

Page 2

CUSIP No. 34552U104

 

  1 

Name of reporting person:

 

Insight Resource, LLC

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 5 

Sole voting power

 

    111,230,899(1)

6

Shared voting power

 

    0

7

Sole dispositive power

 

    111,230,899(1)

8

Shared dispositive power

 

    0

  9

Aggregate amount beneficially owned by each reporting person

 

    111,230,899(1)

10

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11

Percent of class represented by amount in Row (9)

 

    85.8%(2)

12

Type of reporting person

 

    OO

 

(1) Includes 64,307,087 subordinated units which may be converted into common units on a one-for-one basis after the expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership).
(2) Based on 64,831,311 common units and 64,738,895 subordinated units outstanding as of January 30, 2015.

 

Page 3

CUSIP No. 34552U104

 

  1 

Name of reporting person:

 

Cline Resource and Development Company

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 5 

Sole voting power

 

    111,230,899(1)

6

Shared voting power

 

    0

7

Sole dispositive power

 

    111,230,899(1)

8

Shared dispositive power

 

    0

  9

Aggregate amount beneficially owned by each reporting person

 

    111,230,899(1)

10

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11

Percent of class represented by amount in Row (9)

 

    85.8%(2)

12

Type of reporting person

 

    CO

 

(1) Includes 64,307,087 subordinated units which may be converted into common units on a one-for-one basis after the expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership).
(2) Based on 64,831,311 common units and 64,738,895 subordinated units outstanding as of January 30, 2015.

 

Page 4

CUSIP No. 34552U104

 

  1 

Name of reporting person:

 

Christopher Cline

  2

Check the appropriate box if a member of a group

(a)  ¨        (b)  ¨

 

  3

SEC use only

 

  4

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 5 

Sole voting power

 

    111,355,899(1)

6

Shared voting power

 

    0

7

Sole dispositive power

 

    111,355,899(1)

8

Shared dispositive power

 

    0

  9

Aggregate amount beneficially owned by each reporting person

 

    111,355,899(1)

10

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11

Percent of class represented by amount in Row (9)

 

    85.9%(2)

12

Type of reporting person

 

    IN

 

(1) Includes 64,307,087 subordinated units which may be converted into common units on a one-for-one basis after the expiration of the subordination period (as defined in the Issuer’s First Amended and Restated Agreement of Limited Partnership).
(2) Based on 64,831,311 common units and 64,738,895 subordinated units outstanding as of January 30, 2015.

 

Page 5

Item 1(a). Name of issuer: Foresight Energy LP

 

Item 1(b). Address of issuer’s principal executive offices:

211 N. Broadway, Suite 2600

St. Louis, Missouri 63102

 

Item 2(a). Names of persons filing:

Foresight Reserves, LP

Insight Resource, LLC

Cline Resource and Development Company

Christopher Cline

 

Item 2(b). Address or principal business office or, if none, residence:

Principal business office for each of Foresight Reserves, LP, Insight Resource, LLC, Cline Resource and Development Company and Christopher Cline is:

3801 PGA Blvd, Suite 903

Palm Beach Gardens, Florida 33410

 

Item 2(c). Citizenship:

Foresight Reserves, LP is a Nevada limited partnership.

Insight Resource, LLC is a Delaware limited liability company.

Cline Resource and Development Company is a West Virginia corporation.

Christopher Cline is a United States citizen.

 

Item 2(d). Title of class of securities: Common Units Representing Limited Partner Interests, No Par Value

 

Item 2(e). CUSIP number: 34552U104

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

 

Item 4. Ownership:

The percent of class provided for each reporting person below is 64,831,311 common units and 64,738,895 subordinated units issuable upon conversion of subordinated units outstanding as of January 30, 2015.

 

  1. Foresight Reserves, LP

 

  a. Amount beneficially owned: 111,230,899 (includes 64,307,087 units issuable upon conversion of subordinated units)

 

  b. Percent of class: 85.8%

 

Page 6

  c. Number of units as to which the person has:

 

  i. Sole power to vote or to direct the vote: 111,230,899

 

  ii. Shared power to vote or to direct the vote: 0

 

  iii. Sole power to dispose or to direct the disposition of: 111,230,899

 

  iv. Shared power to dispose or to direct the disposition of: 0

 

  2. Insight Resource, LLC

 

  a. Amount beneficially owned: 111,230,899 (includes 64,307,087 units issuable upon conversion of subordinated units)

 

  b. Percent of class: 85.8%

 

  c. Number of units as to which the person has:

 

  i. Sole power to vote or to direct the vote: 111,230,899

 

  ii. Shared power to vote or to direct the vote: 0

 

  iii. Sole power to dispose or to direct the disposition of: 111,230,899

 

  iv. Shared power to dispose or to direct the disposition of: 0

 

  3. Cline Resource and Development Company

 

  a. Amount beneficially owned: 111,230,899 (includes 64,307,087 units issuable upon conversion of subordinated units)

 

  b. Percent of class: 85.8%

 

  c. Number of units as to which the person has:

 

  i. Sole power to vote or to direct the vote: 111,230,899

 

  ii. Shared power to vote or to direct the vote: 0

 

  iii. Sole power to dispose or to direct the disposition of: 111,230,899

 

  iv. Shared power to dispose or to direct the disposition of: 0

 

  4. Christopher Cline

 

  a. Amount beneficially owned: 111,355,899 (includes 64,307,087 units issuable upon conversion of subordinated units)

 

  b. Percent of class: 85.9%

 

  c. Number of units as to which the person has:

 

  i. Sole power to vote or to direct the vote: 111,355,899

 

  ii. Shared power to vote or to direct the vote: 0

 

  iii. Sole power to dispose or to direct the disposition of: 111,355,899

 

  iv. Shared power to dispose or to direct the disposition of: 0

 

Page 7

Item 5. Ownership of five percent or less of a class: Not applicable.

 

Item 6. Ownership of more than five Percent on behalf of another person: Not applicable.

 

Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person: Not applicable.

 

Item 8. Identification and classification of members of the group: Not applicable.

 

Item 9. Notice of dissolution of group: Not applicable.

 

Item 10. Certifications: Not applicable.

 

Page 8

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated: February 17, 2015 FORESIGHT RESERVES, LP
By Insight Resource, LLC, general partner of Foresight Reserves, LP
By: Cline Resource and Development Company, sole manager of Insight Resource LLC
By:

/s/ John F. Dickinson, II

Name: John F. Dickinson, II
Title:

President

INSIGHT RESOURCE, LLC
By Cline Resource and Development Company, sole manager of Insight Resource LLC
By:

/s/ John F. Dickinson, II

Name:

John F. Dickinson, II

Title:

President

CLINE RESOURCE AND DEVELOPMENT COMPANY
By:

/s/ John F. Dickinson, II

Name: John F. Dickinson, II
Title:

President

CHRISTOPHER CLINE
By:

/s/ Christopher Cline

Name: Christopher Cline

[Signature Page – Schedule 13G]

LIST OF EXHIBITS

 

Exhibit
No.

   

Description

99.1    Joint Filing Agreement
 EX-99.1 2 d876637dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Foresight Energy LP. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

Dated: February 17, 2015 FORESIGHT RESERVES, LP
By Insight Resource, LLC, general partner of Foresight Reserves, LP
By: Cline Resource and Development Company, sole manager of Insight Resource LLC
By:

/s/ John F. Dickinson, II

Name: John F. Dickinson, II
Title:

President

INSIGHT RESOURCE, LLC
By Cline Resource and Development Company, sole manager of Insight Resource LLC
By:

/s/ John F. Dickinson, II

Name:

John F. Dickinson, II

Title:

President

CLINE RESOURCE AND DEVELOPMENT COMPANY
By:

/s/ John F. Dickinson, II

Name: John F. Dickinson, II
Title:

President

CHRISTOPHER CLINE
By:

/s/ Christopher Cline

Name: Christopher Cline