ST.
LOUIS, May 26, 2022 /PRNewswire/ -- Wholly–owned
subsidiaries of Peabody (NYSE: BTU), PIC AU Holdings LLC, a
Delaware limited liability company
(the "Main Issuer"), and PIC AU Holdings Corporation, a
Delaware corporation (together
with the Main Issuer, the "Co–Issuers"), today announced that the
Co-Issuers successfully completed the repurchase of $50.0 million aggregate principal amount of the
Co-Issuers' 10.000% senior secured term loan due 2024 at a weighted
average purchase price of 103.91% of par, in accordance with the
Credit Agreement, dated January 29,
2021, among the Co-Issuers, as co-borrowers, the lenders
party thereto from time to time and Wilmington Trust, National
Association (as successor to JPMorgan Chase Bank, N.A.), as
administrative agent, which governs the term loans.
The Co-Issuers also announced today an offer to purchase (the
"Offer") for cash up to $50.0 million
aggregate principal amount (the " Offer Amount") of their 10.000%
Senior Secured Notes due 2024 (the "Notes"), at a purchase price
equal to 103.91% of the principal amount of the Notes repurchased
in the Offer, plus accrued and unpaid interest, if any, to, but
excluding, the settlement date for the Offer, on the terms and
subject to the conditions set forth in the Co-Issuer's Offer to
Purchase, dated May 26, 2022 (the
"Offer to Purchase"). The Notes are governed by an indenture, dated
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 in the Indenture) (as amended and restated
by the First Supplemental Indenture dated February 3, 2021, and as further amended,
supplemented, restated or otherwise modified to the date hereof,
the "Indenture").
Under the terms of the Indenture, no later than 30 business days
following any voluntary prepayment, repayment or repurchase of term
loans, the Co-Issuers are required to make an offer to purchase an
aggregate principal amount of Notes equal to the aggregate
principal amount of term loans so prepaid, repaid or repurchased.
The Offer is intended to satisfy this requirement.
The Offer will expire at 5:00
p.m., New York City time,
on June 27, 2022, unless extended or
earlier terminated by the Co-Issuers in accordance with the terms
of the Offer and the Indenture (the "Expiration Time"). Subject to
the Offer Amount, for each $1,000
principal amount of Notes validly tendered (and not validly
withdrawn) prior to the Expiration Time and accepted by the
Co-Issuers for purchase in the Offer, holders of Notes will receive
the Offer Price of $1,039.10 in cash,
plus accrued and unpaid interest as set forth in the Indenture, to,
but excluding, the settlement date for the Offer. Tendered Notes
may be validly withdrawn at any time prior to the Expiration Time,
unless extended or earlier terminated by the Co-Issuers. The
settlement date for the Offer is currently expected to be the
second business day following the Expiration Time.
If the aggregate principal amount of Notes tendered in the Offer
exceeds the Offer Amount of $50.0
million, the Co-Issuers will purchase Notes having an
aggregate principal amount equal to the Offer Amount on a pro rata
basis (subject to the applicable procedures of The Depository Trust
Company), with adjustments so that only Notes in multiples of
$1,000 principal amount (and in a
minimum principal amount of $2,000)
will be purchased.
This announcement is not an offer to purchase or sell, or a
solicitation of an offer to purchase or sell, any securities 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, providing
essential products for the production of affordable, reliable
energy and steel. Our commitment to sustainability underpins
everything we do and shapes our strategy for the future.
Contact:
Alice
Tharenos
314.342.7890
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, including statements regarding the
anticipated terms of the notes being offered, the completion,
timing and size of the proposed offering and the intended use of
the proceeds. 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. Among those risks and
uncertainties are market conditions, including market interest
rates, the trading price and volatility of Peabody's common stock
and risks relating to Peabody's business, including those described
in Peabody's most recent Annual Report on Form 10-K and in other
periodic reports that Peabody files from time to time with the SEC.
Peabody may not consummate the proposed offering described in this
press release and, if the proposed offering is consummated, cannot
provide any assurances regarding its ability to effectively apply
the net proceeds as described above. 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