UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on September 29, 2020, Peabody Energy Corporation (the “Company” or “Peabody”) announced that the U.S. District Court had concluded its review and was supporting Federal Trade Commission efforts to block the formation of a joint venture combining the respective Powder River Basin and Colorado mining operations of Peabody and Arch Resources, Inc. (f/k/a Arch Coal, Inc.) (“Arch”).
On October 5, 2020, the Company and Arch executed a mutual termination agreement (the “Termination Agreement”), effective as of September 30, 2020, to terminate that certain Implementation Agreement, dated June 18, 2019, between Peabody and Arch (the “Implementation Agreement”) to establish the joint venture between Peabody and Arch. Neither Peabody nor Arch will be required to pay the other a termination fee as a result of the mutual decision to terminate the Implementation Agreement.
The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Termination Agreement, dated as of October 5, 2020, between Peabody Energy Corporation and Arch Resources, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PEABODY ENERGY CORPORATION | ||||||
| October 6, 2020 | By: | /s/ Scott T. Jarboe | ||||
| Name: | Scott T. Jarboe | |||||
| Title: | Chief Legal Officer | |||||
Exhibit 10.1
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”), signed October 5, 2020 and effective as of September 30, 2020, is between Peabody Energy Corporation, a Delaware corporation (“Peabody”), and Arch Resources, Inc., a Delaware corporation (“Arch”). Arch and Peabody are each a “Party” and collectively the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Implementation Agreement (as hereinafter defined).
RECITALS
WHEREAS, the Parties entered into that certain Implementation Agreement, dated as of June 18, 2019 (the “Implementation Agreement”); and
WHEREAS, the Parties now desire to terminate the Implementation Agreement.
NOW THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties agree as follows:
1. Mutual Termination. The Implementation Agreement is hereby terminated in all respects by mutual written agreement of Peabody and Arch pursuant to Section 9.1(a) of the Implementation Agreement. Except as set forth in Section 9.2 of Implementation Agreement, (a) the Implementation Agreement is of no further force or effect and no Party shall have any further rights or obligations under the Implementation Agreement and (b) no terms or conditions of the Implementation Agreement shall survive the termination thereof. The Confidentiality Agreement and the Common Interest Agreement shall remain in full force and effect in accordance with their terms.
2. Mutual Release. Notwithstanding anything in the Implementation Agreement (including Section 9.2 thereof) to the contrary, none of the Parties, any of their respective Affiliates or any Representative of any of the foregoing shall have any liability of any kind for any breach of the Implementation Agreement prior to the date hereof.
3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, between the Parties with respect to the subject matter hereof.
4. Miscellaneous. Sections 1.2, 10.2 and 10.4 through 10.12 of the Implementation Agreement are hereby incorporated herein by reference, mutatis mutandis.
5. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and when taken together shall constitute the entire and same agreement. Delivery of an executed signature page to this Agreement by any Party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such Party.
[Signature Page Follows]
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first written above.
| PEABODY ENERGY CORPORATION | ||
| By: | /s/ Glenn L. Kellow | |
| Name: | Glenn L. Kellow | |
| Title: | President and Chief Executive Officer | |
| ARCH RESOURCES, INC. | ||
| By: | /s/ Paul A. Lang | |
| Name: | Paul A. Lang | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Termination Agreement]
Document and Entity Information |
Sep. 30, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | PEABODY ENERGY CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001064728 |
| Document Type | 8-K |
| Document Period End Date | Sep. 30, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-16463 |
| Entity Tax Identification Number | 13-4004153 |
| Entity Address, Address Line One | 701 Market Street |
| Entity Address, City or Town | St. Louis |
| Entity Address, State or Province | MO |
| Entity Address, Postal Zip Code | 63101-1826 |
| City Area Code | (314) |
| Local Phone Number | 342-3400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | BTU |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |