ST. LOUIS, Dec. 24, 2020 /PRNewswire/ -- Peabody (NYSE:
BTU) has entered into a transaction support agreement with 100
percent of its revolving lenders and letter of credit issuers and
approximately 65 percent of its 6.000% senior secured notes due
2022 that contemplates a comprehensive financing solution to extend
certain of Peabody's debt maturities and grant financial covenant
relief, while maintaining sufficient operating liquidity and
financial flexibility.
"Today's announcement is significant for the company as well as
its many stakeholders," said Peabody President and Chief Executive
Officer Glenn Kellow. "Closing
of the exchange transaction will provide Peabody with the
flexibility needed to continue to pursue operational improvements
across our operations as well as capture potential seaborne met and
thermal market improvements."
Pursuant to the transaction support agreement, the creditors
have agreed, subject to the terms thereof, to support the
implementation of an offer to exchange the 2022 senior secured
notes for new 2024 notes to be issued by Peabody and certain
subsidiaries. The company's revolving credit lenders have
also agreed to convert the existing revolving credit facility into
new term loans and a letter of credit facility due in December
2024. The transaction support agreement follows the
previously announced surety bond collateral standstill agreement
reached in November 2020, which
remains contingent on Peabody closing on the recently launched
proposed exchange transactions.
"We are pleased to have reached a support agreement with a
substantial number of our creditors that lays the financial
foundation for future success and value creation," said
Executive Vice President and Chief Financial Officer Mark
Spurbeck. "This agreement would extend our nearest debt
maturity to December 2024, eliminate
the restrictive net leverage covenant from our credit agreement and
along with the surety collateral standstill, provide a greater line
of sight into future liquidity requirements."
Following a successful closing of the exchange offer, Peabody's
pro forma capital structure would include $1.52 billion of funded debt and a $324 million letter of credit facility.
Peabody will be filing a Form 8-K with the Securities and
Exchange Commission (SEC) regarding the transaction support
agreement and related matters. The Form 8-K is currently
available on PeabodyEnergy.com under "Investor Relations –
Presentations" and will be available on the SEC website on
Dec. 28, 2020. The related
investor presentation will also be furnished as part of the Form
8-K filing and is currently available on PeabodyEnergy.com under
"Investor Relations – Presentations." Any exchange
transaction questions should be directed to Lazard or Jones Day.
On Dec. 28, 2020 at 10:00am
CST, Peabody will host a conference call to discuss the
details of the transactions. Participants can access
Peabody's call at PeabodyEnergy.com or using the following dial-in
numbers:
U.S. and
Canada
|
(888)
312-3049
|
Australia
|
1800 849
976
|
United
Kingdom
|
0808 238
9907
|
All other international participants, please contact Peabody
Investor Relations at IR@peabodyenergy.com prior to the call to
receive your dial-in number.
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.
No Offer or Solicitation
This press release is not intended to and does
not constitute an offer to sell or purchase, or the solicitation of
an offer to sell or purchase, or the solicitation of tenders or
consents with respect to any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction. In the case of the exchange offer and consent
solicitation, the exchange offer and consent solicitation are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement, dated December 24,
2020 (the "Offering Memorandum") and only to such persons
and in such jurisdictions as is permitted under applicable
law. The Offering Memorandum and other documents relating to
the exchange offer and consent solicitation will only be
distributed to Eligible Holders of the Company's 6.000% senior
secured notes due 2022 (the "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). The complete
terms and conditions of the exchange offer and consent solicitation
are described in the Offering Memorandum.
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SOURCE Peabody