ST. LOUIS, Dec. 24, 2020 /PRNewswire/ -- Peabody
(NYSE: BTU) today announced that it has commenced an offer to
exchange (the "Exchange Offer") any and all of its
outstanding 6.000% Senior Secured Notes due 2022, as set forth in
the table below (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 ("AU
HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect,
wholly-owned subsidiary of Peabody ("AU HoldingsCorp" and,
together with AU HoldingsCo, the "Co-Issuers"), 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. Concurrently with the Exchange Offer, Peabody is
soliciting consents (the "Consent Solicitation") to certain
proposed amendments to the indenture governing the Existing Notes
(the "Existing Notes 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 following table sets forth the total consideration per
$1,000 principal amount of Existing
Notes if validly tendered by the Early Tender Date (as defined
herein) and the exchange consideration per $1,000 principal amount of Existing Notes if
validly tendered after the Early Tender Date but prior to the
Expiration Date (as defined herein) and accepted for exchange in
the Exchange Offer:
|
|
|
|
|
Consideration per
$1,000 Principal Amount of Existing Notes Tendered
|
Existing
Notes
|
Total
Consideration
if Tendered by the Early Tender
Date(1)(2)(3)(4)(5)
|
Exchange
Consideration
if Tendered after the Early Tender Date but
prior to the Expiration Date(1)(3)(5)
|
CUSIP
Nos.
|
Aggregate
Principal
Amount
(millions)
|
Principal
Amount of
New Peabody
Notes
|
Pro Rata
Payment
|
Principal
Amount of
New Co-
Issuer Notes
|
Early
Tender
Premium(6)
|
Total
|
Principal
Amount of
New Peabody
Notes
|
Principal
Amount of
New Co-
Issuer Notes
|
Total
|
70457LAA2 (144A)
U7049LAA6 (Reg S)
|
$459.0
|
$551.69
|
$25.65
cash
|
$422.66
|
$10.00
cash
|
$1,010
|
$577.34
|
$422.66
|
$1,000
|
|
|
|
|
|
|
|
|
|
|
_________________
(1) Assumes 80% participation in the Exchange Offer by the Early
Tender Date and 100% participation in the Exchange Offer by the
Expiration Date. Subject to satisfaction of the conditions to the
Exchange Offer, regardless of the level of participation by the
Early Tender Date or the Expiration Date, for each $1,000 principal amount of Existing Notes
tendered in the Exchange Offer, Eligible Holders will receive
$1,000 in consideration in the form
of New Notes and, if applicable, cash.
(2) Eligible Holders will receive $10.00 of additional consideration per
$1,000 principal amount of Existing
Notes validly tendered by the Early Tender Date.
(3)
Eligible Holders will receive their pro rata share per $1,000 principal amount of Existing Notes validly
tendered of the $194.0 million
aggregate principal amount of New Co-Issuer
Notes.
(4) Eligible Holders will receive their Pro
Rata Share per $1,000 principal
amount of Existing Notes validly tendered by the Early Tender Date
of a cash payment of $9,420,000 (the
"Pro Rata Payment"). "Pro Rata Share" means per
$1,000 principal amount of Existing
Notes validly tendered by the Early Tender Date, the fraction, (x)
the numerator of which is $9,420,000
and (y) the denominator of which is the amount of $1,000 increments of principal amount of Existing
Notes tendered before the Early Tender Date by all holders of the
Existing Notes. The Pro Rata Payment will be determined based on
the participation level of Eligible Holders of Existing Notes
tendering Existing Notes prior to the Early Tender Date.
(5) Each $1,000 principal amount
of Existing Notes tendered on or prior to the Expiration Date
(including Existing Notes tendered prior to the 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.
(6) Represents a 1% early
tender premium per $1,000 principal
amount of Existing Notes validly tendered by the Early Tender
Date.
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
(the "Offering Memorandum").
Assuming 80% participation in the Exchange Offer by the Early
Tender Date and 100% participation in the Exchange Offer by the
Expiration Date, in exchange for each $1,000 principal amount of Existing Notes validly
tendered (and not validly withdrawn) (i) prior to 5:00 p.m., New York
City time, on January 8, 2021
(the "Early Tender Date") and accepted by Peabody, participating
Eligible Holders of Existing Notes will receive $422.66 principal amount of New Co-Issuer Notes,
$551.69 principal amount of New
Peabody Notes and the "Pro Rata Payment" of $25.65 in cash, as well as the "Early Tender
Premium" of $10.00 in cash and (ii)
after the 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 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. Tendered Existing Notes may be
validly withdrawn at any time prior to 5:00
p.m. New York City time, on
January 8, 2021, unless extended. 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 will be conditioned on the satisfaction,
or the waiver by the Company, of certain conditions described in
the Offering Memorandum and related Letter of Transmittal.
The New Co-Issuer Notes will be senior secured obligations of
the Co-Issuers. The New Co-Issuer Notes will not be guaranteed by
any of the Co-Issuers' subsidiaries; provided that to the extent
not resulting in a materially adverse tax consequence (and to the
extent not contractually prohibited (in each case, as determined by
Peabody in its reasonable business judgment), if PIC Acquisition
Corp., Wilpinjong Coal Pty Ltd, or any of its subsidiaries are not
at any time contractually prohibited from becoming a guarantor (as
determined by Peabody in its reasonable business judgment), PIC
Acquisition Corp., Wilpinjong Coal Pty Ltd or such subsidiary shall
become a guarantor. As further described in the Offering
Memorandum, the New Co-Issuer Notes will be guaranteed by Peabody
on a limited basis and will be secured by liens on substantially
all of the assets of the Co-Issuers, including by 100% of the
capital stock of PIC Acquisition Corp. owned by AU HoldingsCo (the
"Co-Issuer Collateral").
The New Peabody Notes will be senior secured obligations of
Peabody. The New Peabody Notes will be jointly and severally and
fully and unconditionally guaranteed on a senior secured basis by
substantially all of Peabody's material domestic subsidiaries
(excluding any unrestricted subsidiaries) (the "Peabody
Guarantors") and secured by (a) first priority liens over (i)
substantially all of the assets of Peabody, Peabody Global
Holdings, LLC (the "Pledgor") and the Peabody Guarantors,
except for certain excluded assets, (ii) 100% of the capital stock
of each domestic restricted subsidiary of Peabody and 100% of the
capital stock of each first tier foreign subsidiary of Peabody or a
foreign subsidiary holding company, except in each case to the
extent that such capital stock constitutes an excluded asset, (iii)
a legal charge by Pledgor of 65% of the voting capital stock and
100% of the non-voting capital stock of Peabody Investments
(Gibraltar) Limited and (iv) all
intercompany debt owed to Peabody, Pledgor or any Peabody
Guarantor, in each case, subject to certain exceptions, and (b)
second priority liens on the Co-Issuer Collateral.
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 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.
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 dated December 24, 2020. 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 and Consent
Solicitation Statement dated December
24, 2020. 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