ST. LOUIS, Oct. 22, 2021 /PRNewswire/ -- Peabody (NYSE: BTU)
today announced its offer to purchase (the "Offer") for cash
up to $15.842 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 73.590% 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 October 22, 2021 (the "Offer to
Purchase"). The Offer is being made to satisfy the requirements
of the Indenture.
The Offer will expire at 5:00
p.m., New York City time,
on November 22, 2021, unless extended
or earlier terminated by Peabody (the "Expiration Time"). Subject
to the Available Repurchase 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tendered (and not validly withdrawn) prior to the Expiration Time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
$735.90 in cash (the "Offer Price"),
plus accrued and unpaid interest as set forth in the Indenture, 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validly withdrawn at any time prior to the Expiration Time, unless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. Concurrently, Peabody is making 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").
If the aggregate accreted value of the 2024 Notes tendered in
the Offer and the aggregate principal and commitment amounts of
Priority Lien Debt (as defined in the LC Agreement) under the LC
Agreement tendered in the Concurrent LC Agreement Offer
collectively exceed the Available Repurchase Amount of $15.842 million, 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.
For example, if $15 million
aggregate accreted value of Notes are tendered in the Offer and
$10 million in aggregate principal
and commitment amounts of Priority Lien Debt incurred under the LC
Agreement are tendered in the Concurrent LC Agreement Offer,
Peabody would purchase $9,505,200
aggregate accreted value of Notes in the Offer, with such Notes to
be purchased on a pro rata basis in accordance with the procedures
set forth in the preceding paragraph. Under this example, Peabody
also would purchase $6,336,800 of
Priority Lien Debt under the LC Agreement pursuant to the
Concurrent LC Agreement Offer.
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 September 30, 2021, the end of
Peabody's third fiscal quarter (such fiscal quarter, the "Debt
Repurchase Quarterly Period"), Peabody is 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 is intended to satisfy this
requirement.
The Available Repurchase Amount for the Offer is equal to 25% of
$63.371 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 $735.90 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.
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:
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 and
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