ST. LOUIS, Jan. 8, 2021 /PRNewswire/ -- Peabody
(NYSE: BTU) today announced that as of 5:00 p.m., New York
City time, on January 8, 2021
(the "Original Early Tender Date"), at least
$391.2 million in aggregate principal
amount of its outstanding 6.000% Senior Secured Notes due 2022 (the
"Existing Notes"), representing approximately 85% of the
total outstanding principal amount of Existing Notes, had been
validly tendered and not validly withdrawn in connection with
Peabody's previously announced offer to exchange (the "Exchange
Offer") any and all of its Existing 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
limited liability company and an indirect, wholly-owned subsidiary
of Peabody, and PIC AU Holdings Corporation, a Delaware corporation and an indirect,
wholly-owned subsidiary of Peabody, and (ii) new 8.500% Senior
Secured Notes due December 31, 2024
(the "New Peabody Notes" and together with the New
Co-Issuer Notes, the "New Notes") to be issued by
Peabody.
Peabody also announced the extension of the Original Early
Tender Date to 5:00 p.m.,
New York City time, on
January 15, 2021, unless extended
(the "New Early Tender Date"). Accordingly, assuming 95%
participation in the Exchange Offer by the New Early Tender Date
and 100% participation in the Exchange Offer by the Expiration Date
(as defined below), in exchange for each $1,000 principal amount of Existing Notes validly
tendered (and not validly withdrawn) (i) prior to the New Early
Tender Date and accepted by Peabody, participating Eligible Holders
(as defined below) of Existing Notes will receive $422.66 principal amount of New Co-Issuer Notes,
$555.74 principal amount of New
Peabody Notes and a pro rata share per $1,000 principal amount of Existing Notes
tendered by the New Early Tender Date of a cash payment of
$9,420,000 equal to $21.60 in cash (the "Pro Rata Payment"),
as well as the early tender premium of $10.00 in cash and (ii) after the New Early
Tender Date but prior to 11:59 p.m.,
New York City time, on
January 25, 2021 (the "Expiration
Date") and accepted by Peabody, participating Eligible Holders
of Existing Notes will receive $422.66 principal amount of New Co-Issuer Notes
and $577.34 principal amount of New
Peabody Notes. Subject to satisfaction of the conditions to the
Exchange Offer, each $1,000 principal
amount of Existing Notes tendered on or prior to the Expiration
Date (including Existing Notes tendered prior to the New Early
Tender Date) will be exchanged into an amount of New Peabody Notes
that, together with New Co-Issuer Notes received in exchange and
the Pro Rata Payment (if applicable), will amount to $1,000 aggregate consideration received for each
$1,000 of principal amount of
Existing Notes tendered.
As of 5:00 p.m., New York City time, on January 8, 2021, the right to withdraw tenders of
Existing Notes and related consents has expired. Accordingly,
Existing Notes tendered for exchange may not be validly withdrawn
and consents may not be revoked, unless required by applicable law
or regulation, or Peabody determines in the future in its sole
discretion to permit withdrawal and revocation rights.
Concurrently with the Exchange Offer, Peabody has been
soliciting consents (the "Consent Solicitation") from
holders of Existing Notes to certain proposed amendments to the
indenture governing the Existing Notes (the "Existing
Indenture") to (i) eliminate substantially all of the
restrictive covenants, certain events of default applicable to the
Existing Notes and certain other provisions contained in the
Existing Notes Indenture, and (ii) release the collateral securing
the Existing Notes and eliminate certain other related provisions
contained in the Existing Notes Indenture (the "Existing
Indenture Amendments"). The Existing Indenture Amendments
require the consent of holders of a majority in aggregate principal
amount of the outstanding 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 outstanding Existing Notes. Peabody
has received consents sufficient to approve the Existing Indenture
Amendments and has, together with the parties to the Existing
Indenture, entered into a supplemental indenture containing such
proposed amendments, which amendments will not become operative
until completion of the Exchange Offer. Following the
Existing Indenture Amendments becoming operative, any remaining
Existing Notes will no longer be secured or have the benefit of the
restrictive covenants, events of default and other provisions
referred to above.
Peabody is making the Exchange Offer and Consent Solicitation
pursuant to the terms of and subject to the conditions set forth in
the confidential offering memorandum and consent solicitation
statement dated December 24, 2020 (as
supplemented by Supplement No. 1 dated December 31, 2020, the "Offering
Memorandum").
Any Eligible Holder who validly tenders (and does not validly
withdraw) their Existing Notes pursuant to the Exchange Offer will
be deemed to have delivered their related consents to the Existing
Indenture Amendments by effecting such tender. Eligible Holders
will not be permitted to validly tender their Existing Notes
without delivering the related consents to the Existing Indenture
Amendments. The settlement date is currently expected to be the
third business day following the Expiration Date (the
"Settlement Date"). The Exchange Offer is conditioned on the
satisfaction, or the waiver by Peabody, of certain conditions
described in the Offering Memorandum and related Letter of
Transmittal.
The Offering Memorandum and other documents relating to the
Exchange Offer and Consent Solicitation will only be distributed to
Eligible Holders of Existing Notes who complete and return an
eligibility form confirming that they are either (a) a person
that is in the United States and
is (i) a "Qualified Institutional Buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or (ii) an institutional "accredited
investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act), or (b) a person that is outside
the "United States" and is
(i) not a "U.S. person," as those terms are defined in Rule
902 under the Securities Act, and (ii) a "non-U.S. qualified
offeree" (as defined in the Offering Memorandum) (such holders, the
"Eligible Holders"). Holders of Existing Notes who
desire to obtain and complete an eligibility form should either
visit the website for this purpose at
https://gbsc-usa.com/eligibility/peabody or call Global Bondholder
Services Corporation, the Information Agent and Exchange Agent for
the Exchange Offer and Consent Solicitation at (212) 430-3774 (for
banks and brokers) or (866) 470-4500 (toll free).
On December 24, 2020, Peabody
entered into a Transaction Support Agreement (the "Transaction
Support Agreement") with certain of its subsidiaries, each of
the revolving lenders under Peabody's credit agreement, the
administrative agent under Peabody's credit agreement, and certain
holders, or investment advisors, sub-advisors, or managers of
discretionary accounts that hold the Existing Notes, pursuant to
which the parties agreed, among other things and subject to the
terms thereof, to effectuate the Exchange Offer described
herein. On December 31, 2020,
the same parties entered into an Amended and Restated Transaction
Support Agreement, which clarifies certain provisions detailed in
the term sheet and descriptions of notes attached as exhibits to
the Transaction Support Agreement.
In connection with the Exchange Offer and within 15 days of the
Settlement Date, Peabody has agreed to make an offer to purchase up
to $22.5 million in aggregate
accreted value of the New Peabody Notes at a purchase price equal
to 80% of the accreted value of the New Peabody Notes, plus accrued
and unpaid interest, if any, to, but excluding, the applicable
purchase date.
The New Notes have not been and will not be registered under the
Securities Act, or any state securities laws. Therefore, the
New Notes may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act, and any applicable state securities laws.
The complete terms and conditions of the Exchange Offer are
described in the Offering Memorandum. Requests for
documentation should be directed to Global Bondholder Services
Corporation at (212) 430-3774 (for banks and brokers) or (866)
470-4500 (toll-free).
None of Peabody, its board of directors (or any committee
thereof), the dealer manager, the information agent, the exchange
agent, the trustee for the Existing Notes, the trustee for the New
Peabody Notes, the trustee for the New Co-Issuer Notes or their
respective affiliates is making any recommendation as to whether or
not holders should exchange all or any portion of their Existing
Notes in the Exchange Offer.
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 Exchange Offer
is being made solely by the Offering Memorandum. The Exchange
Offer is not being made to holders of Existing 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 a leading coal producer, serving
customers in more than 25 countries on six continents. We provide
essential products to fuel baseload electricity for emerging and
developed countries and create the steel needed to build
foundational infrastructure. Our commitment to sustainability
underpins our activities today and helps to shape our strategy for
the future. For further information, visit PeabodyEnergy.com.
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 Peabody expects
will occur in the future are forward-looking statements, including
the Company's ability to consummate the Exchange Offer and Consent
Solicitation and the Company's expectations regarding future
liquidity, cash flows, mandatory debt payments and other
expenditures. They may also include estimates of sales targets,
cost savings, capital expenditures, other expense items, actions
relating to strategic initiatives, demand for the company's
products, liquidity, capital structure, market share, industry
volume, other financial items, descriptions of management's plans
or objectives for future operations and 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 ongoing impact of the
COVID-19 pandemic 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/peabody-announces-early-tender-results-of-exchange-offer-and-consent-solicitation-and-extension-of-early-tender-date-301203633.html
SOURCE Peabody