ST. LOUIS, Sept. 7, 2021 /PRNewswire/ -- Peabody (NYSE: BTU)
today announced the expiration and final results of its previously
announced offer to purchase (the "Offer") for cash up to
$13.281 million (the
"Available Repurchase Amount") in aggregate accreted value
of its 8.500% Senior Secured Notes due 2024 (the "2024
Notes") at a purchase price equal to 73.840% of the accreted
value of the 2024 Notes to be repurchased, plus accrued and unpaid
interest as set forth in the Indenture (as defined below), to, but
excluding, the settlement date, on the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 7, 2021 (the "Offer to Purchase").
Concurrently with the Offer, Peabody made a debt repurchase offer
(the "Concurrent LC Agreement Offer") under the Credit
Agreement, dated as of January 29,
2021, among Peabody, the lenders party thereto from time to
time and JPMorgan Chase Bank, N.A., as Administrative Agent (the
"LC Agreement").
The Offer expired at 5:00 p.m.,
New York City time, on
September 3, 2021 (the "Expiration
Time"). As of the Expiration Time, $66,943.00 in aggregate accreted value of
the 2024 Notes had been validly tendered and not validly withdrawn
prior to the Expiration Time. As of September 3, 2021, no Priority Lien Obligations
(as defined in the LC Agreement) under the LC Agreement had been
validly tendered and not validly withdrawn prior to the expiration
date in the Concurrent LC Agreement Offer.
Subject to the Available Repurchase Amount as further described
below, 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of 2024 Notes validly tendered (and not validly withdrawn) prior to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 $738.40 in cash
(the "Offer Price"), plus accrued and unpaid interest as set
forth in the Indenture, to, but excluding, the settlement date.
Because the aggregate accreted value for all 2024 Notes tendered
in the Offer and Priority Lien Obligations tendered in the
Concurrent LC Agreement Offer collectively did not exceed the
Available Repurchase Amount of $13.281 million, Peabody will purchase
$66,943.00 aggregate accreted
value of 2024 Notes pursuant to the Offer and no Priority Lien
Obligations under the LC Agreement pursuant to the Concurrent LC
Agreement Offer. Payment for such accepted 2024 Notes will be made
on September 8, 2021. After giving
effect to the purchase of the tendered and accepted 2024 Notes,
$156.276 million in aggregate
accreted value of the 2024 Notes will remain outstanding.
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 30 days of June 30,
2021, the end of Peabody's second fiscal quarter (such
fiscal quarter, the "Debt Repurchase Quarterly Period"),
Peabody was obligated to offer to purchase for cash an aggregate
accreted value of up to the Available Repurchase Amount of its
outstanding 2024 Notes at the price described above. The Offer was
intended to satisfy this requirement.
The Available Repurchase Amount for the Offer is equal to 25% of
$53.127 million, which is the total
aggregate principal and commitment amounts of Priority Lien Debt
(as defined in the Indenture) repurchased by Peabody pursuant to
open-market repurchases during the Debt Repurchase Quarterly
Period. In addition, the Offer Price of $738.40 represents the price per $1,000 accreted value of Notes that is the
weighted-average repurchase price for all Priority Lien Debt
repurchased by Peabody during the Debt Repurchase Quarterly
Period.
This announcement is not an offer to purchase or sell, or a
solicitation of an offer to purchase or sell any securities 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:
Alice
Tharenos
314.342.7890
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, 2020,
Peabody's Quarterly Report on Form 10-Q for the three months ended
June 30, 2021 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