ST. LOUIS, Jan. 26, 2021 /PRNewswire/ -- Peabody (NYSE:
BTU) today announced the expiration and final results of its
previously announced offer to exchange (the "Exchange
Offer") any and all of its 6.000% Senior Secured Notes due 2022
(the "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.
The Exchange Offer expired at 11:59
p.m., New York City time,
on January 25, 2021 (the
"Expiration Date"). As of the Expiration Date,
according to information provided to Peabody by Global Bondholder
Services Corporation, the Information Agent and Exchange Agent for
the Exchange Offer, approximately $398.69
million in aggregate principal amount of the Existing Notes,
representing approximately 86.86% of the total outstanding
principal amount of the Existing Notes, had been validly tendered
and accepted for exchange by Peabody in connection with the
Exchange Offer.
Peabody expects the settlement of the Exchange Offer to occur on
or about January 29, 2021 (the
"Settlement Date"), subject to customary closing
conditions. In connection with the settlement of the Exchange
Offer, Peabody expects that each $1,000 principal amount of Existing Notes
tendered on or prior to the Expiration Date will be exchanged into
an amount of New Peabody Notes that, together with New Co-Issuer
Notes received in exchange, the Pro Rata Payment (as defined below)
and the early tender premium, will amount to $1,010 aggregate consideration received for each
$1,000 of principal amount of
Existing Notes tendered. Accordingly, at the participation level of
86.86%, in exchange for each $1,000
principal amount of Existing Notes validly tendered and accepted by
Peabody, participating eligible holders of Existing Notes will
receive $486.59 principal amount of
New Co-Issuer Notes, $489.78
principal amount of New Peabody Notes and a pro rata share per
$1,000 principal amount of Existing
Notes tendered by the Expiration Date of a cash payment of
$9,420,000 equal to $23.63 in cash (the "Pro Rata Payment"),
as well as the early tender premium of $10.00 in cash.
Concurrently with the Exchange Offer, Peabody solicited 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 Indenture, and (ii) release
the collateral securing the Existing Notes and eliminate certain
other related provisions contained in the Existing 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. As of the withdrawal deadline, Peabody had
received consents sufficient to approve the Existing Indenture
Amendments and on January 8, 2021,
together with the parties to the Existing Indenture, entered into a
supplemental indenture containing such Existing Indenture
Amendments, which amendments will not become operative until
completion of the Exchange Offer on the Settlement Date.
Following the Existing Indenture Amendments becoming operative, any
Existing Notes that remain outstanding following the Settlement
Date will no longer be secured or have the benefit of the
restrictive covenants, events of default and other provisions
referred to above.
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 of 1933, as amended (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.
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 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.
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SOURCE Peabody