Daily News: March 16, 2015

Deutsche Leads Murray Facilities

Murray Energy announced it entered into a definitive agreement with Foresight Reserves (Reserves), an affiliate of the Cline Group, to purchase an 80% voting interest in Foresight Energy GP LLC with a 77.5% interest in the incentive distribution rights and approximately 50%\ of the limited partner interest in Foresight Energy LP.

In connection with the acquisition, Foresight is expected to refinance its existing term loan and revolving credit facilities with new facilities arranged by Deutsche Bank and Goldman Sachs, with Deutsche Bank acting as lead.

Murray Energy expects to finance the acquisition and pay related fees and expenses with the proceeds of debt financing arranged by Deutsche Bank Securities and Goldman, Sachs & Co., with Deutsche Bank acting as lead, together with cash on hand. Subject to market and other conditions, the debt financing is expected to consist of a new $1,600 million term loan facility (which will refinance Murray Energy’s existing term loan B) and approximately $860 million of second lien senior secured notes. In addition, Murray Energy plans to amend its existing ABL facility, and to solicit consents to amend certain items in the indentures relating to its existing 9.500% 2nd lien notes, due 2020 and its existing 8.625% 2nd lien notes, due 2021, in each case in order to permit the acquisition and related financing transactions. The consent solicitation regarding the notes will be announced by a separate press release.

Subject to market and other conditions, the new facilities are expected to consist of a new $625 million term loan facility and a $125 million asset-based revolving credit facility. If the acquisition closes, it would constitute a Change of Control event for the existing Foresight 7.875% notes, due 2020, unless the indenture governing those notes is amended. Any notes that are tendered pursuant to a change of control offer are expected to be refinanced with indebtedness of Foresight and its subsidiaries.

Murray Energy has not obtained any financing commitments in connection with the acquisition.

Deutsche Bank acted as sole financial advisor to Murray Energy. Kirkland & Ellis\ acted as counsel to the company.