ST. LOUIS, Sept. 11, 2019 /PRNewswire/ -- Peabody
(NYSE: BTU) announced today that, as of 5:00
p.m., New York City time,
on September 11, 2019 (the
"Consent Payment Deadline"), as reported by the tender
agent, it had received tenders and consents from holders of
approximately $495.3 million, or
99.06 percent, of the principal amount of its outstanding 6.000%
Senior Secured Notes due 2022 (the "2022 Notes"), and it had
received tenders and consents from holders of approximately
$481.0 million, or 96.21 percent, of
the principal amount of its outstanding 6.375% Senior Secured Notes
due 2025 (the "2025 Notes" and, together with the 2022
Notes, the "Notes"), in connection with its previously
announced tender offers (the "Offers") and consent
solicitations (the "Consent Solicitations") in respect of
the 2022 Notes and the 2025 Notes, respectively.
On September 11, 2019, Peabody
executed a supplemental indenture with respect to the 2022 Notes
that would (i) eliminate substantially all restrictive covenants,
certain events of default applicable to the 2022 Notes and certain
other provisions contained in the indenture governing the Notes
(the "Indenture") and (ii) release the collateral securing
the 2022 Notes and eliminate certain other related provisions
contained in the Indenture (the "2022 Supplemental
Indenture"). On September 11,
2019, Peabody also executed a supplemental indenture with
respect to the 2025 Notes that would (i) eliminate substantially
all restrictive covenants, certain events of default applicable to
the 2025 Notes and certain other provisions contained in the
Indenture and (ii) release the collateral securing the 2025 Notes
and eliminate certain other related provisions contained in the
Indenture (the "2025 Supplemental Indenture"). The
2022 Supplemental Indenture and the 2025 Supplemental Indenture,
however, will not become operative until Peabody has purchased at
least 66-2/3% in principal amount of the 2022 Notes and the 2025
Notes, respectively, pursuant to the terms of the Offers.
Peabody's obligation to accept for purchase, and to pay for, any
of the 2022 Notes and the 2025 Notes, respectively, pursuant to the
Offers is subject to a number of conditions that are set forth in
the Offer to Purchase and Consent Solicitation Statement, dated
August 28, 2019, including the
satisfaction of a financing condition whereby Peabody would
complete one or more new debt financings with sufficient net
proceeds to pay the applicable consideration for all tendered 2022
Notes and 2025 Notes.
Subject to the satisfaction or waiver of the remaining customary
conditions to the Offers, Peabody expects to pay to all holders who
validly tendered their 2022 Notes prior to the Consent Payment
Deadline, and did not withdraw them prior to 5:00 p.m., New York
City time, on September 11,
2019 (the "Withdrawal Deadline"), the total
consideration of $1,032.50 per
$1,000 principal amount of 2022
Notes, which includes a $30.00
consent payment, on or before the final settlement date described
below. In addition, subject to the satisfaction or waiver of
the remaining customary conditions to the Offers, Peabody expects
to pay to all holders who validly tendered their 2025 Notes prior
to the Consent Payment Deadline, and did not withdraw them prior to
the Withdrawal Deadline, the total consideration of $1,047.50 per $1,000 principal amount of 2025 Notes, which
includes a $30.00 consent payment, on
or before the final settlement date described below.
The Offers are scheduled to expire at 11:59 p.m., New York
City time, on September 25,
2019, unless extended or earlier terminated (the
"Expiration Time"). Holders who validly tender their
2022 Notes or 2025 Notes after the Consent Payment Deadline but
before the Expiration Time will be eligible to receive on the final
settlement date only the tender offer consideration, which is
$1,002.50 for each $1,000 principal amount of 2022 Notes and
$1,017.50 for each $1,000 principal amount of 2025 Notes, neither of
which includes a consent payment. The final settlement date
is expected to be September 27,
2019.
Holders whose 2022 Notes or 2025 Notes are purchased in the
Offers, respectively, will also receive accrued and unpaid interest
from the last interest payment date to, but not including, the
applicable settlement date.
The Withdrawal Deadline has passed, so previously tendered 2022
Notes or 2025 Notes, as the case may be, may no longer be
withdrawn, and holders who tender their 2022 Notes or 2025 Notes,
as the case may be, thereafter will not have withdrawal rights.
The complete terms and conditions of the Offers are described in
the Offer to Purchase and Consent Solicitation Statement, dated
August 28, 2019, copies of which may
be obtained from Global Bondholder Services Corporation, the tender
agent and information agent for the Offers, by calling (866)
807-2200 (U.S. toll-free), (212) 430-3774 (banks and brokers) or by
emailing contact@gbsc-usa.com.
Peabody has also retained Goldman Sachs & Co. LLC and J.P.
Morgan Securities LLC as the dealer managers for the Offers and
solicitation agents for the Consent Solicitations. Questions
regarding the terms of the Offers may be directed to Goldman Sachs
& Co. LLC by calling (212) 902-6941 (collect) or (800) 828-3182
(US toll-free) or to J.P. Morgan Securities LLC by calling (212)
834-3424 (collect) or (866) 834-4666 (US toll-free).
None of Peabody, its board of directors (or any committee
thereof), the dealer managers, the tender agent, the information
agent, the trustee for the Notes or their respective affiliates is
making any recommendation as to whether or not holders should
tender all or any portion of their Notes in the Offers.
This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities. The Offers are being
made solely by the Offer to Purchase and Consent Solicitation
Statement dated August 28,
2019. The Offers are not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
Peabody (NYSE: BTU) is the leading global pure-play coal company
and a member of the Fortune 500, serving power and steel customers
in more than 25 countries on six continents. The company
offers significant scale, high-quality assets, and diversity in
geography and products. Peabody is guided by seven core
values: safety, customer focus, leadership, people, excellence,
integrity and sustainability.
Contact:
Julie
Gates
314.342.4336
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the securities laws. Forward-looking statements can
be identified by the fact that they do not relate strictly to
historical or current facts. They often include words or variation
of words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "projects," "forecasts,"
"targets," "would," "will," "should," "goal," "could" or "may" or
other similar expressions. Forward-looking statements provide
management's current expectations or predictions of future
conditions, events or results. All statements that address
operating performance, events or developments that we expect or
anticipate will occur in the future are forward-looking statements.
They may include estimates of revenues, income, earnings per share,
cost savings, capital expenditures, dividends, share repurchases,
liquidity, capital structure, market share, industry volume, or
other financial items, descriptions of management's plans or
objectives for future operations, or descriptions of assumptions
underlying any of the above. All forward-looking statements speak
only as of the date they are made and reflect the company's good
faith beliefs, assumptions and expectations, but they are not
guarantees of future performance or events. Furthermore, the
company disclaims any obligation to publicly update or revise any
forward-looking statement, except as required by law. By their
nature, forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. Factors
that might cause such differences include, but are not limited to,
a variety of economic, competitive and regulatory factors, many of
which are beyond the company's control, that are described in our
Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2018 and most recent quarterly report on
Form 10-Q, as well as additional factors we may describe from time
to time in other filings with the SEC. You should understand that
it is not possible to predict or identify all such factors and,
consequently, you should not consider any such list to be a
complete set of all potential risks or uncertainties.
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SOURCE Peabody