Item 1.01
|
Entry into a Material Definitive Agreement
|
As previously disclosed, on April 13,
2016, Peabody Energy Corporation, a Delaware corporation (the Company), and a majority of the Companys wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with the Company, the
Debtors), filed voluntary petitions under Chapter 11 of Title 11 of the U.S. Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Eastern District of Missouri (the Bankruptcy Court). The
Debtors Chapter 11 cases (collectively, the Chapter 11 Cases) are being jointly administered under the caption
In re Peabody Energy Corporation
,
et al.
, Case No. 16-42529.
Also as previously disclosed, on December 22, 2016, the Debtors filed with the Bankruptcy Court a Joint Plan of Reorganization under
Chapter 11 of the Bankruptcy Code (the Plan) and a related Disclosure Statement (the Disclosure Statement).
On
January 11, 2017, the Debtors obtained an exit facility commitment letter (the Exit Facility Commitment Letter) from Goldman Sachs Bank USA
(
Goldman Sachs), JPMorgan Chase Bank, N.A. (JPMorgan), Credit
Suisse AG (acting through such of its affiliates or branches as it deems appropriate, CS), Credit Suisse Securities (USA) LLC (CS Securities and, together with Goldman Sachs and JPMorgan, the Arrangers), Macquarie
Capital Funding LLC (together with Goldman Sachs, CS and JPMorgan, the Initial Lenders) and Macquarie Capital (USA) Inc. (collectively with the Arrangers and the Initial Lenders, the Commitment Parties), pursuant to which, in
connection with the consummation of the proposed Plan, the Initial Lenders have agreed to provide a senior secured term loan facility (the Term Loan Facility) in an aggregate amount of (a) $1.5 billion, less (b) the aggregate
principal amount of privately placed debt securities (Notes) of the Company, or special purpose escrow issuer, issued on or prior to the closing date of the Term Loan Facility (the Closing Date), plus (c) any amount of
additional senior secured term loans funded on the Closing Date at the sole discretion of the Arrangers and the Company.
The commitments
of the Commitment Parties to provide the Term Loan Facility are subject to certain conditions set forth in the Exit Facility Commitment Letter, including but not limited to the occurrence or waiver of all conditions precedent to the effectiveness of
the Plan, other than the closing and funding of the Term Loan Facility (and the Notes issued in lieu thereof, if any).
The Exit Facility
Commitment Letter will terminate upon the occurrence of certain events described therein. In addition, the Initial Lenders commitments to provide and arrange the Term Loan Facility will terminate on a dollar-for-dollar basis to the extent of
the issuance of the Notes. The outside termination date for the Exit Facility Commitment Letter is May 1, 2017.
On January 11,
2017, the Debtors filed a motion with the Bankruptcy Court seeking authorization to enter into and perform under the Exit Facility Commitment Letter.
The foregoing description of the Exit Facility Commitment Letter is qualified in its entirety by reference to the Exit Facility Commitment
Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.