ST. LOUIS, Dec. 31, 2020 /PRNewswire/ -- Peabody (NYSE: BTU)
today announced that it has entered into an amended and restated
Transaction Support Agreement (the "Amended and Restated
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
approximately 65 percent of its outstanding 6.000% senior secured
notes due 2022 (the "Existing Notes").
The Amended and Restated Transaction Support Agreement amends
and restates the previously announced Transaction Support Agreement
(the "Transaction Support Agreement"), dated December 24, 2020 (the "Effective Date"),
in which the same parties agreed, among other things, to effectuate
the previously announced exchange offer and consent
solicitation. Under the Transaction Support Agreement, the
parties agreed to endeavor to modify the Transaction Support
Agreement during a limited period after the Effective Date to
remedy errors, ambiguities or inconsistencies. To that end, the
Amended and Restated Transaction Support Agreement clarifies
certain provisions detailed in the term sheet and descriptions of
notes attached as exhibits to the Transaction Support
Agreement. There have been no changes to the consideration
offered or the other terms and conditions of the exchange offer and
consent solicitation.
In addition, Peabody issued a supplement ("Supplement No.
1") to amend the Confidential Offering Memorandum and Consent
Solicitation Statement, dated December 24,
2020 (as supplemented by Supplement No. 1 and as it may be
further supplemented and amended from time to time, the
"Offering Memorandum"), relating to the exchange offer and
consent solicitation. Among other things, Supplement No. 1
updates the Offering Memorandum for the amendments described in the
Amended and Restated Transaction Support Agreement.
The Offering Memorandum, Supplement No. 1 and other documents
relating to the exchange offer and consent solicitation will only
be distributed to Eligible Holders (as defined below) of Existing
Notes who complete and return an eligibility form. 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.
Peabody will be filing a Form 8-K with the Securities and
Exchange Commission (the "SEC") regarding the Amended and
Restated Transaction Support Agreement and Supplement No. 1.
The Form 8-K is currently available on PeabodyEnergy.com under
"Investor Relations – Presentations" and will be available on the
SEC website on January 4, 2021.
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 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 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/peabody-announces-amended-and-restated-transaction-support-agreement-and-supplement-to-offering-memorandum-301199837.html
SOURCE Peabody