Peabody Announces Expiration And Ultimate Success Of Exchange Give And Consent Solicitation

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ST. LOUIS, Jan. 26, 2021 /PRNewswire by using COMTEX/ —
ST. LOUIS, Jan. 26, 2021 /PRNewswire/ — Peabody (NYSE: BTU) today declared the expiration and final results of its earlier introduced present to trade (the “Trade Provide“) any and all of its 6.000% Senior Secured Notes thanks 2022 (the “Current Notes“) for (i) new 10.000% Senior Secured Notes due December 31, 2024 (the “New Co-Issuer Notes“) to be co-issued by PIC AU Holdings LLC, a Delaware restricted liability enterprise and an oblique, wholly-owned subsidiary of Peabody, and PIC AU Holdings Company, a Delaware company and an oblique, wholly-owned subsidiary of Peabody, and (ii) new 8.500% Senior Secured Notes owing December 31, 2024 (the New Peabody Take notes” and collectively with the New Co-Issuer Notes, the “New Notes“) to be issued by Peabody.

The Exchange Give expired at 11:59 p.m., New York Town time, on January 25, 2021 (the “Expiration Date“).  As of the Expiration Date, in accordance to data furnished to Peabody by Worldwide Bondholder Services Company, the Details Agent and Trade Agent for the Exchange Offer you, about $398.69 million in mixture principal total of the Present Notes, symbolizing close to 86.86% of the total outstanding principal amount of money of the Existing Notes, experienced been validly tendered and recognized for trade by Peabody in connection with the Trade Give.

Peabody expects the settlement of the Trade Give to manifest on or about January 29, 2021 (the “Settlement Date“), subject to customary closing situations.  In connection with the settlement of the Exchange Provide, Peabody expects that each $1,000 principal sum of Present Notes tendered on or prior to the Expiration Date will be exchanged into an quantity of New Peabody Notes that, alongside one another with New Co-Issuer Notes gained in trade, the Pro Rata Payment (as described underneath) and the early tender premium, will amount of money to $1,010 mixture thought acquired for just about every $1,000 of principal total of Present Notes tendered. Accordingly, at the participation degree of 86.86%, in trade for each $1,000 principal sum of Present Notes validly tendered and acknowledged by Peabody, collaborating suitable holders of Current Notes will acquire $486.59 principal volume of New Co-Issuer Notes, $489.78 principal amount of money of New Peabody Notes and a professional rata share for each $1,000 principal total of Existing Notes tendered by the Expiration Date of a money payment of $9,420,000 equivalent to $23.63 in funds (the “Pro Rata Payment“), as well as the early tender high quality of $10.00 in cash.

Concurrently with the Trade Present, Peabody solicited consents (the “Consent Solicitation“) from holders of Current Notes to certain proposed amendments to the indenture governing the Present Notes (the “Existing Indenture“) to (i) remove considerably all of the restrictive covenants, specific situations of default relevant to the Existing Notes and sure other provisions contained in the Existing Indenture, and (ii) launch the collateral securing the Existing Notes and remove particular other relevant provisions contained in the Current Indenture (the “Present Indenture Amendments“). The Current Indenture Amendments need the consent of holders of a the greater part in aggregate principal amount of the fantastic Existing Notes, with the exception of the amendments to release all of the collateral securing the Existing Notes, which require the consent of holders of 66-2/3% in aggregate principal amount of the excellent Current Notes.  As of the withdrawal deadline, Peabody experienced been given consents enough to approve the Existing Indenture Amendments and on January 8, 2021, together with the events to the Current Indenture, entered into a supplemental indenture made up of these Present Indenture Amendments, which amendments will not develop into operative till completion of the Exchange Supply on the Settlement Day.  Pursuing the Existing Indenture Amendments turning into operative, any Existing Notes that continue to be remarkable adhering to the Settlement Date will no more time be secured or have the benefit of the restrictive covenants, gatherings of default and other provisions referred to higher than.

On December 24, 2020, Peabody entered into a Transaction Assistance Settlement (the “Transaction Assist Settlement“) with particular of its subsidiaries, every single of the revolving creditors below Peabody’s credit agreement, the administrative agent less than Peabody’s credit history arrangement, and sure holders, or financial commitment advisors, sub-advisors, or administrators of discretionary accounts that hold the Present Notes, pursuant to which the events agreed, among the other issues and subject matter to the conditions thereof, to effectuate the Exchange Provide described herein.  On December 31, 2020, the identical get-togethers entered into an Amended and Restated Transaction Guidance Settlement, which clarifies selected provisions in depth in the term sheet and descriptions of notes hooked up as exhibits to the Transaction Assist Agreement.

In relationship with the Trade Provide and in just 15 days of the Settlement Day, Peabody has agreed to make an give to obtain up to $22.5 million in aggregate accreted value of the New Peabody Notes at a acquire price equivalent to 80% of the accreted worth of the New Peabody Notes, as well as accrued and unpaid interest, if any, to, but excluding, the applicable order day.

The New Notes have not been and will not be registered beneath the Securities Act of 1933, as amended (the “Securities Act“), or any state securities legislation.  Therefore, the New Notes may well not be available or offered in the United States absent registration or an applicable exemption from the registration needs of the Securities Act, and any applicable condition securities legal guidelines.

This announcement is not an give to invest in or provide, a solicitation of an provide to invest in or promote or a solicitation of consents with respect to any securities.  The Trade Provide is not being manufactured to holders of Current Notes in any jurisdiction in which the creating or acceptance thereof would not be in compliance with the securities, blue sky or other guidelines of these jurisdiction.

Peabody (NYSE: BTU) is a top coal producer, serving consumers in additional than 25 nations around the world on 6 continents. We provide critical products to gas baseload electricity for emerging and designed countries and build the metal wanted to develop foundational infrastructure. Our determination to sustainability underpins our things to do right now and assists to form our technique for the upcoming. For more details, pay a visit to PeabodyEnergy.com.

Call: 
Julie Gates 
314.342.4336   

Ahead-wanting Statements

This press release contains ahead-hunting statements within just the indicating of the securities rules. Forward-hunting statements can be recognized by the point that they do not relate strictly to historic or present-day info. They frequently incorporate terms or variation of words and phrases these types of as “expects,” “anticipates,” “intends,” “ideas,” “believes,” “seeks,” “estimates,” “tasks,” “forecasts,” “targets,” “would,” “will,” “ought to,” “objective,” “could” or “may well” or other identical expressions. Ahead-hunting statements give management’s latest anticipations or predictions of foreseeable future ailments, occasions or outcomes. All statements that tackle operating overall performance, gatherings, or developments that Peabody expects will take place in the upcoming are forward-looking statements, like the Firm’s capability to consummate the Trade Offer you and Consent Solicitation and the Company’s expectations regarding upcoming liquidity, dollars flows, necessary personal debt payments and other expenditures. They could also contain estimates of gross sales targets, price personal savings, cash expenditures, other expense objects, actions relating to strategic initiatives, need for the firm’s solutions, liquidity, cash composition, market place share, marketplace quantity, other monetary items, descriptions of management’s designs or goals for long term operations and descriptions of assumptions fundamental any of the previously mentioned. All forward-searching statements converse only as of the day they are produced and mirror Peabody’s good faith beliefs, assumptions and expectations, but they are not guarantees of foreseeable future effectiveness or functions. Also, Peabody disclaims any obligation to publicly update or revise any forward-searching assertion, except as required by law. By their character, ahead-hunting statements are subject matter to dangers and uncertainties that could lead to precise outcomes to differ materially from these prompt by the forward-searching statements. Factors that could bring about these kinds of discrepancies involve, but are not restricted to, a assortment of economic, aggressive and regulatory variables, quite a few of which are outside of Peabody’s handle, together with the ongoing impact of the COVID-19 pandemic and things that are described in Peabody’s Annual Report on Variety 10-K for the fiscal 12 months ended Dec. 31, 2019, and other elements that Peabody may well describe from time to time in other filings with the SEC. You may well get this sort of filings for no cost at Peabody’s web-site at www.peabodyenergy.com. You really should fully grasp that it is not possible to forecast or establish all such components and, as a result, you ought to not contemplate any these types of listing to be a finish established of all prospective threats or uncertainties. 

 

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