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Item 1.01.
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Entry into a Material Definitive Agreement.
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As previously disclosed, on January 29, 2021, Peabody Energy Corporation, a Delaware corporation (“Peabody” or the “Company”), completed a series of transactions (collectively, the “Recapitalization Transactions”) designed to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility.
As part of the Recapitalization Transactions, $398,683,000 aggregate principal amount of the Company’s 6.000% Senior Secured Notes due 2022 were exchanged for aggregate consideration consisting of (a) $193,884,000 aggregate principal amount of new 10.000% Senior Secured Notes due 2024 (the “New Co-Issuer Notes”) co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company (“AU HoldingsCo”), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of the Company (together, the “Co-Issuers”), (b) $195,142,000 aggregate principal amount of new 8.500% Senior Secured Notes due 2024 issued by the Company (the “New Peabody Notes” and, together with the New Co-Issuer Notes, the “New Notes”), and (c) a cash payment of approximately $9,420,000.
The terms of the New Co-Issuer Notes are governed by an indenture, dated as of January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth therein) (the “New Co-Issuer Notes Indenture”). The terms of the New Peabody Notes are governed by an indenture, dated as of January 29, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (the “New Peabody Notes Indenture” and, together with the New Co-Issuer Notes Indenture, the “New Indentures”). A description of the New Indentures is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2021, and amended on February 1, 2021, which description is incorporated by reference herein.
In connection with the Recapitalization Transactions, on January 29, 2021, the Company entered into an amendment (the “TSA Amendment”) with the parties to its Amended and Restated Transaction Support Agreement that, among other things, required the Company to amend the New Indentures to add additional restrictive covenants and events of default, and provide the holders of the New Notes with certain additional remedies or prepayment rights, such that the New Notes would have substantially the same terms as the credit agreements being entered into in connection with the Recapitalization Transactions (the “New Indenture Amendments”).
On February 3, 2021, the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth therein) entered into a first supplemental indenture (the “New Co-Issuer Notes Supplemental Indenture”) to the New Co-Issuer Notes Indenture, and Peabody, the guarantors party thereto and Wilmington Trust, National Association, as trustee, entered into a first supplemental indenture (the “New Peabody Notes Supplemental Indenture” and, together with the New Co-Issuer Notes Supplemental Indentures, the “New Supplemental Indentures”) to the New Peabody Notes Indenture. The New Supplemental Indentures amended and restated the New Indentures to implement the New Indenture Amendments.
The foregoing summary of the New Supplemental Indentures does not purport to be complete and is subject to, and qualified in its entirety by, the full texts of the New Co-Issuer Notes Supplemental Indenture and New Peabody Notes Supplemental Indenture, copies of which are attached as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated by reference herein.