UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 16, 2015 (March 16, 2015)

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (314) 342-3400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate 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:

As described below, on March 16, 2015, Peabody Energy Corporation (“Peabody”) completed its previously announced offering of 10% Senior Secured Second Lien Notes due 2022 and funded the early tender payment for any 7 3/8% Senior Notes due 2016 (the “2016 Notes”) tendered by the holders thereof prior to the early tender deadline. As a result of the early settlement of the tender offer and the issuance of the new notes, Peabody estimates that it will incur early debt extinguishment charges of approximately $59 million and additional interest expense of approximately $3 million in the first quarter of 2015, or $0.23 per share, assuming no additional 2016 Notes are tendered prior to the expiration of the tender offer. Peabody’s previous EPS guidance did not include any charges or expenses related to these transactions. Peabody expects to redeem any remaining 2016 Notes on April 15, 2015.

As provided in General Instruction B.2 of Form 8-K, the information included under this Item shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Certain statements in this report are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Peabody uses words such as “anticipate,” “believe,” “expect,” “may,” “forecast,” “project,” “should,” “estimate,” “plan,” “outlook,” “target” or other similar words to identify forward-looking statements. These forward-looking statements are based on numerous assumptions that Peabody believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations as of March 16, 2015. These factors are difficult to accurately predict and may be beyond Peabody’s control. Peabody does not undertake to update its forward-looking statements. Factors that could affect Peabody’s results include, but are not limited to: global supply and demand for coal, including seaborne thermal and metallurgical coal; price volatility and customer procurement practices, particularly in international seaborne products and in Peabody’s trading and brokerage businesses; impact of alternative energy sources, including natural gas and renewables; global steel demand and the downstream impact on metallurgical coal prices; impact of weather and natural disasters on demand and production; reductions and/or deferrals of purchases by major customers and ability to renew sales contracts; credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, banks and other financial counterparties; geologic, equipment, permitting, site access, operational risks and new technologies related to mining; transportation availability, performance and costs; availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires; impact of take-or-pay agreements for rail and port commitments for the delivery of coal; successful implementation of business strategies; negotiation of labor contracts, employee relations and workforce availability; changes in postretirement benefit and pension obligations and their related funding requirements; replacement and development of coal reserves; availability, access to and related cost of capital and financial markets; ability to secure Peabody’s obligations for land reclamation, federal and state workers’ compensation, federal coal leases and other obligations related to Peabody’s operations; effects of changes in interest rates and currency exchange rates (primarily the Australian dollar); effects of acquisitions or divestitures; economic strength and political stability of countries in which Peabody has operations or serves customers; legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements; changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations; litigation, including claims not yet asserted; and other risks detailed in Peabody’s reports filed with the United States Securities and Exchange Commission.

On March 16, 2015, Peabody issued a press release announcing the closing of its previously announced offering of 10% Senior Secured Second Lien Notes due 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 16, 2015, Peabody issued a press release announcing the expiration of the early tender deadline of its previously announced tender offer to purchase for cash any and all of the $650 million aggregate principal amount outstanding of its 2016 Notes as specified in the offer to purchase dated March 2, 2015. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

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.

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EXHIBIT INDEX

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Exhibit 99.1

				News Release
				CONTACT:
				Chris Curran
				(314) 588-2765

FOR IMMEDIATE RELEASE

March 16, 2015

PEABODY ENERGY ANNOUNCES CLOSING OF $1.0 BILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED SECOND LIEN NOTES

ST. LOUIS, March 16, 2015 – Peabody Energy (NYSE: BTU) announced today that it successfully completed its previously announced offering of $1.0 billion aggregate principal amount of 10% senior secured second lien notes due 2022. Peabody will use the net proceeds from the sale of the notes to fund the previously announced tender offer to purchase for cash any and all of the $650 million aggregate principal amount outstanding of its 7 3/8% Senior Notes due 2016 (the “2016 notes”), to fund the redemption of all 2016 notes that are not tendered in the tender offer and for general corporate purposes, which may include the payment of its federal coal lease expenditures.

The notes are secured by a second-priority lien on all of the assets that secure the company’s and the guarantors’ obligations under the company’s senior secured credit facility, subject to permitted liens and other limitations.

The notes and related guarantees were offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The notes were not registered under the Securities Act, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Peabody Energy is the world’s largest private-sector coal company and a global leader in sustainable mining, energy access and clean coal solutions. The company serves metallurgical and thermal coal customers in more than 25 countries on six continents.

Exhibit 99.2

				News Release
				CONTACT:
				Chris Curran
				(314) 588-2765

FOR IMMEDIATE RELEASE

March 16, 2015

PEABODY ENERGY ANNOUNCES COMPLETION OF EARLY TENDER PERIOD

ST. LOUIS, March 16, 2015 – Peabody Energy (NYSE: BTU) announced today that the early tender period for the previously announced tender offer to purchase for cash any and all of the $650 million aggregate principal amount outstanding of its 7 3/8% Senior Notes due 2016 expired at 5:00 p.m., New York City time, on March 13, 2015. Holders of notes that were validly tendered and not validly withdrawn on or prior to 5:00 p.m. on March 13, 2015, received the total consideration of $1,102.71 per $1,000 principal amount, which consists of a $30.00 early tender premium for each $1,000 principal amount of notes plus the tender offer consideration of $1,072.71 per $1,000 principal amount. Holders whose notes were accepted for purchase also received accrued and unpaid interest on their purchased notes from the applicable last interest payment date to, but not including, March 16, 2015.

At the deadline of 5:00 p.m., New York City time, March 13, 2015, $565,651,000 principal amount of all outstanding notes were tendered and not validly withdrawn, representing approximately 87% of all outstanding notes.

The offer is scheduled to expire at 11:59 p.m., New York City time, on March 27, 2015, unless extended. Holders who have not already tendered their notes may do so at any time on or prior to 11:59 p.m., New York City time, on March 27, 2015. Such holders will only be eligible to receive the tender offer consideration. The offer includes an early settlement option which the Company elected to use and the initial settlement date was today, March 16, 2015. Peabody issued a notice of redemption with respect to any notes not tendered in the tender offer and expects to redeem any such notes on April 15, 2015. Peabody reserves the right to terminate, withdraw or amend the offer at any time, as described in the offer to purchase.

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the tender offer, which may be made only pursuant to the terms and conditions contained in the offer to purchase and in the related letter of transmittal.

Holders are urged to read the tender offer documents carefully. Copies may be obtained from the information agent, Global Bondholder Services Corporation, by calling toll-free at U.S. 866-470-4500, and for banks and brokers only, at U.S. 212-430-3774.

BofA Merrill Lynch and Morgan Stanley are the dealer managers for the tender offer. Questions regarding the offer may be directed to BofA Merrill Lynch by calling toll-free at U.S. 888-292-0070 or collect at 980-387-3907, or to Morgan Stanley by calling toll-free at U.S. 800-624-1808 or collect at 212-761-1057.

Peabody Energy is the world’s largest private-sector coal company and a global leader in sustainable mining, energy access and clean coal solutions. The company serves metallurgical and thermal coal customers in more than 25 countries on six continents.