UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d)~~

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): March 1130, 2020

FORESIGHT ENERGY LP

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-36503	80-0778894
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(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)

~~211~~(Registrant’s ~~North~~telephone ~~Broadway~~number, including area code): (314) 932-6160

~~Suite~~ (Former ~~2600~~Name or Former Address, if Changed Since Last Report)

~~St.~~Check ~~Louis,~~the MOappropriate ~~63102~~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):

~~(Address,~~☐Written ~~including~~communications ~~zip~~pursuant ~~code,~~to ofRule ~~principal~~425 ~~executive~~under ~~offices~~the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 under the Exchange Act (~~314)~~17 ~~932~~CFR 240.14a-~~6160~~12)

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.14d-2(b))

☐ ~~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		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as ~~deﬁned~~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, ~~indicate~~indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ~~ﬁnancial~~ financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~Into Material Definitive Agreement~~Events.

On March 1125, 2020, (the ~~“Closing~~Securities ~~Date”),~~and ~~Foresight~~Exchange ~~Energy~~Commission ~~LP,~~issued aan ~~Delaware~~order ~~limited~~under ~~partnership,~~Section as36 a(Release ~~debtor~~No. ~~and debtor~~IA-~~in-possession (“Holdings”~~5469), ~~Foresight Energy~~of ~~LLC~~the Exchange Act, agranting ~~Delaware~~exemptions ~~limited~~from ~~liability~~specified ~~company,~~provisions asof athe Exchange ~~debtor~~ Act and ~~debtor-in-possession,~~certain asrules ~~borrower~~thereunder (the ~~“Borrower”~~"Order"),. ~~Foresight~~The ~~Energy~~Order GPprovides ~~LLC,~~that ~~the~~a ~~general~~registrant ~~partner~~subject ofto ~~Holdings,~~the asreporting arequirements ~~debtor~~of ~~and~~Exchange ~~debtor-in-possession~~Act Section 13(~~the~~a) ~~“General~~or ~~Partner”~~15(d), ~~certain~~ ~~subsidiaries~~and ofany ~~Borrower,~~person ~~each~~required asto amake ~~debtor~~any ~~and~~filings ~~debtor-in-possession,~~with asrespect ~~guarantors~~to ~~(“Guarantors”~~such ~~and~~a ~~together~~registrant, ~~with~~is ~~Holdings,~~exempt ~~the~~from ~~Borrower~~any ~~and~~requirement ~~the~~to ~~General~~file ~~Partner,~~or furnish materials with the ~~“Debtors”),~~Securities ~~each~~and ~~lender~~Exchange ~~from~~Commission ~~time~~under toExchange ~~time~~Act ~~party~~Sections ~~thereto~~ 13(~~collectively~~a), ~~the~~13(f), ~~“Lenders”~~13(g), ~~and~~14(a), ~~individually~~14(c), a14(f), ~~“Lender”~~15(d) and ~~Cortland~~Regulations ~~Capital Market Services LLC~~13A, asRegulation ~~administrative~~13D-G ~~agent~~(except ~~and~~for ~~collateral~~those ~~agent~~provisions ~~(“Agent”~~mandating ~~and~~the ~~together~~filing ~~with~~of ~~the~~Schedule ~~Debtors~~13D ~~and~~or ~~the~~amendments ~~Lenders,~~to ~~the~~Schedule ~~“Parties”~~13D) ~~entered~~, ~~into~~14A, a14C ~~senior~~and ~~secured~~15D, ~~superpriority~~and Exchange ~~debtor~~Act Rules 13f-in1, and 14f-~~possession~~1, ~~credit~~as ~~and~~applicable, ~~guaranty~~where ~~agreement~~certain ~~(the~~conditions ~~“DIP~~are ~~Facility”)~~satisfied.

The ~~DIP~~Partnership ~~Facility~~is ~~has~~providing athe ~~180-day~~information ~~term~~in ~~unless,~~this ~~prior~~Current Report on Form 8-K to indicate its reliance on the ~~end~~Order ofin ~~such~~connection ~~180-day~~with ~~period,~~the ~~one~~Partnership’s orfiling ~~more~~of ~~termination~~its ~~events~~Annual ~~(including~~Report on Form 10-K for the ~~consummation~~fiscal ofyear aended ~~plan~~December of31, ~~reorganization with~~2019, ~~respect~~as toa result of the ~~Debtors)~~circumstances ~~occurs~~set forth below.

~~The~~As ~~amount~~a ~~committed~~result ~~and made available under the DIP Facility is $175 million, which consists~~ of ~~a $100 million new money multi-draw term loan (with $55 million funded on~~ the ~~Closing~~global ~~Date~~outbreak ~~and $45 million available on a delayed draw basis upon the entry~~ of ~~a final order approving~~ the ~~DIP~~coronavirus ~~Facility~~disease (~~the~~COVID ~~“Final~~– ~~Order”~~19) ~~by the bankruptcy court hearing the Debtors’ bankruptcy cases)~~ and, ~~subject~~out toof ~~the~~an ~~entry~~abundance of ~~the Final Order~~caution, acertain ~~$75~~employees ~~million roll-up term loan~~ of the ~~first~~Partnership, ~~lien~~including ~~claims~~financial ofreporting ~~the~~and ~~Lenders. The~~accounting ~~DIP~~staff, ~~Facility~~have ~~bears~~been ~~interest~~working ~~based~~remotely beginning on, ator ~~the~~about ~~Borrower’s~~March ~~option~~13, ~~an adjusted LIBOR rate plus an applicable margin of 11~~2020.~~00%~~ As ~~(subject to~~ a ~~1.00%~~result, ~~floor)~~the orPartnership ~~an alternate~~has ~~base~~limited ~~rate~~access ~~plus an applicable margin of 10.00% (subject~~ to aits ~~2.00%~~corporate ~~floor). In~~headquarters ~~addition~~office towhere ~~paying~~certain ~~interest~~financial ondata ~~outstanding~~and ~~principal~~work ~~under~~papers ~~the~~are ~~DIP Facility~~kept, ~~the~~is ~~Borrower~~unable ~~will be required~~ to ~~pay~~determine aat ~~commitment~~this ~~fee~~time towhen ~~the~~such ~~Lenders~~access incan ~~respect~~be ~~of the~~made ~~delayed~~safely, ~~draw~~and ~~term~~is ~~loan~~unable ~~commitment at a rate equal~~ to ~~1.00%~~complete ~~per~~its ~~annum. The~~Annual ~~DIP~~Report ~~Facility~~on ~~also~~Form ~~provides~~10-K for the ~~payment~~year ofended ~~cash~~December ~~upfront~~31, ~~fees~~2019 ~~and payment~~ in ~~newly-issued common equity upon consummation of the Debtors’ bankruptcy cases of put option premium and exit fees (or, in the event of~~ a ~~termination~~timely ~~of the DIP Facility prior thereto, payment of such amounts in cash)~~manner.

~~The~~Accordingly, ~~DIP~~in ~~Facility~~reliance ~~contains~~upon ~~certain~~the ~~customary~~Order, ~~affirmative~~the ~~covenants.~~Partnership ~~The~~expects ~~negative~~to ~~covenants~~file inits ~~the~~Annual ~~DIP~~Report ~~Facility,~~on ~~include,~~Form ~~among~~10-K ~~other~~for ~~things,~~the ~~limitations~~year ~~on our~~ended ~~ability~~December to31, do2019, ~~the~~no ~~following,~~later ~~subject~~than to45 ~~certain~~days ~~exceptions~~after ~~and~~March ~~baskets:~~30, 2020.

•The ~~incur~~Partnership ~~additional~~is ~~debt;~~supplementing the risk factors previously disclosed in its 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 its subsequently filed Quarterly Reports on Form 10-Q with the following risk factor:

•Other ~~create~~events ~~liens~~beyond onour ~~certain~~control, ~~assets;~~including a global or domestic health crisis, may result in unexpected adverse operating results.

•Our ~~make~~results ~~certain~~could ~~loans~~be affected in various ways by global or ~~investments~~domestic events beyond our control. Most recently, we have considered the impacts of a coronavirus disease (~~including~~COVID ~~acquisitions~~– 19); on our overall operations. While the full impact of this disease and the worldwide reaction to it remain unknown at this time, any widespread growth in infections, travel restrictions, quarantines, or site closures as a result of the disease could, among other things, impact the ability of our employees to perform their duties and lead to disruptions in our supply chain and transportation network. Any of these outcomes could have a material adverse effect on our business.

~~• pay dividends on or make distributions in respect of our capital stock or make other restricted junior payments;~~2

~~• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;~~SIGNATURES

•Pursuant ~~sell~~to orthe ~~otherwise~~requirements ~~dispose~~of the Securities Exchange Act of ~~assets;~~1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

• enter into certain transactions with our affiliates;

	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: March 30, 2020

~~• enter into sale leaseback transactions;~~3

• change our lines of business;

• restrict liens;

• change our fiscal year; and

• modify the terms of certain debt or organizational agreements.

The DIP Facility has (i) a maximum capital expenditure covenant calculated on a cumulative basis with testing beginning as of March 31, 2020 and continuing thereafter monthly through July 31, 2020 and (ii) a minimum liquidity covenant of (1) $20 million prior to the funding of delayed draw term loans and (2) $40 million on or after the funding of delayed draw term loans. Moreover, the DIP Facility includes a budget covenant restricting us from (1) realizing aggregate operating receipts,

(2) making aggregate operating disbursements (other than certain affiliate payments, payments of interest and payment of professional fees) and (3) making certain affiliate operating disbursements that, in the case of aggregate operating receipts, fail to at least equal a certain percentage of an agreed budgeted amount and, in the case of operating disbursements, exceed by more than a certain percentage an agreed budgeted amount over each applicable two-week or four-week budget testing period.

Subject to certain exceptions, the DIP Facility is secured by priming, first-priority liens on substantially all assets of the Debtors pursuant to an order of the bankruptcy court hearing the Debtors’ bankruptcy cases.

The DIP Facility contains certain customary events of default, including relating to certain events (which include failure to satisfy agreed milestones) in respect of the Debtors’ bankruptcy cases. If an event of default occurs and is continuing, the lenders under the DIP Facility will be entitled to take various actions, including the acceleration of amounts due under the DIP Facility.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the new credit agreement, attached hereto as Exhibit 10.1, incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this item by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

10.1 Senior Secured Superpriority Debtor-in-Possession Credit and Guaranty Agreement, dated as of March 11, 2020, by and among Holdings, the Borrower, the General Partner, the Guarantors, the Lenders and the Agent.

SIGNATURE

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 hereunto duly authorized.

Date: March 13, 2020	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

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