ST. LOUIS, Jan. 15, 2021 /PRNewswire/ -- Peabody (NYSE: BTU)
today announced that as of 5:00 p.m.,
New York City time, on
January 15, 2021 (the
"Extended Early Tender Date"), at least $397.5 million in aggregate principal amount of
its outstanding 6.000% Senior Secured Notes due 2022 (the
"Existing Notes"), representing approximately 86.6% of the
total outstanding principal amount of Existing Notes, had been
validly tendered and not validly withdrawn in connection with
Peabody's previously announced offer to exchange (the "Exchange
Offer") any and all of its 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, and PIC AU Holdings Corporation, a Delaware corporation and an indirect,
wholly-owned subsidiary of Peabody, 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.
Peabody also announced the further extension of the Extended
Early Tender Date to 11:59 p.m.,
New York City time, on
January 25, 2021, which is the
"Expiration Date" for the Exchange Offer. 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 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 (as
defined below), will amount to $1,000
aggregate consideration received for each $1,000 of principal amount of Existing Notes
tendered. Accordingly, at the current exchange participation
level of 86.6%, in exchange for each $1,000 principal amount of Existing Notes validly
tendered and accepted by Peabody, participating Eligible Holders
(as defined below) of Existing Notes will receive $488.06 principal amount of New Co-Issuer Notes,
$488.24 principal amount of New
Peabody Notes and a pro rata share per $1,000 principal amount of Existing Notes
tendered by the New Early Tender Date of a cash payment of
$9,420,000 equal to $23.70 in cash (the "Pro Rata Payment"),
as well as the early tender premium of $10.00 in cash.
Finally, Peabody announced that it has waived the minimum tender
condition (the "Minimum Tender Condition") of the Exchange
Offer. The Minimum Tender Condition originally required that at
least 95% of the aggregate outstanding principal amount of Existing
Notes be validly tendered, and not validly withdrawn, prior to the
Expiration Date. Pursuant to the terms of the Amended and
Restated Transaction Support Agreement (as defined below), with the
approval of a majority of the Revolving Lenders (as defined below)
and 66-2/3% of the Consenting Noteholders (as defined below),
Peabody has waived the Minimum Tender Condition provided that at
least 85% of the aggregate outstanding principal amount of Existing
Notes be validly tendered, and not validly withdrawn, prior to the
Expiration Date (the "New Minimum Tender Condition").
Therefore, the New Minimum Tender Condition to the consummation of
the Exchange Offer has been satisfied. The remainder of the
conditions to the consummation of the Exchange Offer described in
the Offering Memorandum (as defined below) remain unchanged.
As of 5:00 p.m., New York City time, on January 8, 2021 (the "Withdrawal
Deadline"), the right to withdraw tenders of Existing Notes and
related consents expired. Accordingly, Existing Notes tendered for
exchange may not be validly withdrawn and consents may not be
revoked, unless required by applicable law or regulation, or
Peabody determines in the future in its sole discretion to permit
withdrawal and revocation rights.
Concurrently with the Exchange Offer, Peabody has been
soliciting consents (the "Consent Solicitation") from
holders of Existing Notes to certain proposed amendments to the
indenture governing the Existing Notes (the "Existing
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 Existing Indenture Amendments
require the consent of holders of a majority in aggregate principal
amount of the outstanding Existing Notes, with the exception of the
amendments to release all of the collateral securing the Existing
Notes, which require the consent of holders of 66-2/3% in aggregate
principal amount of the outstanding Existing Notes. As of the
Withdrawal Deadline, Peabody had received consents sufficient to
approve the Existing Indenture Amendments and on January 8, 2021, together with the parties to the
Existing Indenture, entered into a supplemental indenture
containing such Existing Indenture Amendments, which amendments
will not become operative until completion of the Exchange
Offer. Following the Existing Indenture Amendments becoming
operative, any Existing Notes that remain outstanding following the
completion of the Exchange Offer will no longer be secured or have
the benefit of the restrictive covenants, events of default and
other provisions referred to above.
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 (as
supplemented by Supplement No. 1 dated December 31, 2020, the "Offering
Memorandum").
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 is conditioned on the
satisfaction, or the waiver by Peabody, of certain conditions
described in the Offering Memorandum and related Letter of
Transmittal.
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 (the "Transaction
Support Agreement") with certain of its subsidiaries, each of
the revolving lenders under Peabody's credit agreement (the
"Revolving Lenders"), 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 (the "Consenting Noteholders"),
pursuant to which the parties agreed, among other things and
subject to the terms thereof, to effectuate the Exchange Offer
described herein. On December 31,
2020, the same parties entered into an Amended and Restated
Transaction Support Agreement (the "Amended and Restated
Transaction Support Agreement"), which clarifies certain
provisions detailed in the term sheet and descriptions of notes
attached as exhibits to the Transaction Support Agreement.
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. 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. 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