ST. LOUIS, Feb. 10, 2021 /PRNewswire/ -- Peabody (NYSE: BTU)
today announced its offer to purchase (the "Offer") for cash
up to $22.5 million (the "Maximum
Tender Amount") in aggregate accreted value of its 8.500%
Senior Secured Notes due 2024 (the "2024 Notes") at a
purchase price equal to 80% of the accreted value of the 2024 Notes
to be repurchased, plus accrued and unpaid interest as set forth in
the indenture for the 2024 Notes, to, but excluding, the settlement
date, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 10,
2021 (the "Offer to Purchase"). The Offer is being
made to satisfy the requirements of the indenture for the 2024
Notes.
The Offer will expire at 5:00
p.m., New York City time,
on March 12, 2021, unless extended or
earlier terminated by Peabody (the "Expiration Time").
Subject to the Maximum Tender Amount, for each $1,000 accreted value of 2024 Notes validly
tendered (and not validly withdrawn) prior to the Expiration Time
and accepted by Peabody, holders of 2024 Notes will receive
$800.00 in cash, plus accrued and
unpaid interest as set forth in the indenture for the 2024 Notes,
to, but excluding, the settlement date. Tendered 2024 Notes may be
validly withdrawn at any time prior to the Expiration Time, unless
extended or earlier terminated by Peabody. The settlement date is
currently expected to be the second business day following the
Expiration Time.
If the aggregate accreted value of the 2024 Notes tendered in
the Offer exceeds $22.5 million in
aggregate accreted value, Peabody will select the Notes, subject to
the applicable procedures of the Depository Trust Company, to be
purchased on a pro rata basis with such adjustments as needed so
that no 2024 Notes in an unauthorized denomination are purchased in
part based on the aggregate accreted value of the 2024 Notes
tendered.
The 2024 Notes are governed by an indenture, dated as of
January 29, 2021, by and among
Peabody, the guarantors party thereto (the "Guarantors") and
Wilmington Trust, National Association, as trustee (the
"Trustee") (as amended and restated by the First
Supplemental Indenture, dated as of February
3, 2021, among Peabody, the Guarantors and the Trustee, and
as further amended, supplemented, restated or otherwise modified to
the date hereof, the "Indenture"). Under the terms of the
Indenture, within 15 days of the settlement date of Peabody's
previously-completed exchange offer (the "Exchange Offer"),
Peabody is obligated to offer to purchase for cash an aggregate
accreted value of up to the Maximum Tender Amount of its
outstanding 2024 Notes at the price described above. The Exchange
Offer settled on January 29,
2021.
None of Peabody, its board of directors (or any committee
thereof), Wilmington Trust, National Association, the depositary
for the Offer, or the Trustee or their respective affiliates is
making any recommendation as to whether or not holders should
tender all or any portion of their 2024 Notes in the Offer.
This announcement is not an offer to purchase or sell, or a
solicitation of an offer to purchase or sell any securities. The
Offer is being made solely by the Offer to Purchase. The
Offer is not being made to holders of 2024 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, providing
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. 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