PEABODY ENERGY CORP false 0001064728 0001064728 2020-04-03 2020-04-03

 

 

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): April 3, 2020

 

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-16463

 

13-4004153

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

701 Market Street, St. Louis, Missouri

 

63101-1826

(Address of Principal Executive Offices)

 

(Zip Code)

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

 

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:

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 Stock, par value $0.01 per share

 

BTU

 

New York Stock Exchange

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

 

 


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

On April 3, 2020, out of an abundance of caution, Peabody Energy Corporation (the “Company”) borrowed $300.0 million under its $565.0 million revolving credit facility that is scheduled to mature in September 2023 (the “Revolving Facility”) to ensure it maintains ample financial flexibility in light of the current uncertainty in the global markets caused by the COVID-19 outbreak. While the Company does not currently expect to use the proceeds from these borrowings for any liquidity needs, the Company may use the proceeds in the future for general corporate purposes. As of December 31, 2019, no loans were outstanding under the Revolving Facility and there were $66.4 million of letters of credit issued and outstanding under the Revolving Facility. The Company believes that the proceeds from these borrowings, when combined with cash on hand (which was approximately $732 million as of December 31, 2019), provides it with adequate flexibility in the current environment.

The Revolving Facility was established pursuant to that certain credit agreement, dated as of April 3, 2017 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among the Company, as borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent. The current interest rate for borrowings under the Revolving Facility is LIBOR or an alternate base rate plus an applicable rate, which is determined based on the Company’s first lien leverage ratio, which are currently 3.00% and 2.00%, respectively.

Forward-looking statements.

This Current Report on Form 8-K 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 Peabody expects 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 Peabody’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, Peabody 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 Peabody’s control, including the impact of the COVID-19 outbreak and factors that are described in Peabody’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2019, and other factors that Peabody may describe from time to time in other filings with the SEC. You may get such filings for free at Peabody’s website at www.peabodyenergy.com. 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.


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.

 

 

PEABODY ENERGY CORPORATION

             

April 3, 2020

 

 

By:

 

/s/ Mark A. Spurbeck

 

 

Name:

 

Mark A. Spurbeck

 

 

Title:

 

Interim Chief Financial Officer

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