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) |
(IRS 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 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on December 24, 2020, (i) Peabody Energy Corporation, a Delaware corporation (“Peabody” or the “Company”), (ii) certain of the Company’s subsidiaries, (iii) each of the revolving lenders (the “Revolving Lenders”) under the Company’s first lien secured credit facility, dated April 3, 2017 (as modified, amended or supplemented from time to time, “Credit Agreement”), among Peabody, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (as successor to Goldman Sachs Bank USA in its capacity as administrative agent) (the “Administrative Agent”), and other lenders party thereto, (iv) the Administrative Agent, and (v) certain holders, or investment advisors, sub-advisors, or managers of discretionary accounts that hold (together with their respective successors and permitted assigns, each, a “Consenting Noteholder” and, collectively, the “Consenting Noteholders”) the Company’s 6.000% Senior Secured Notes due 2022, entered into a transaction support agreement (together with all exhibits, annexes and schedules thereto, and as further amended and restated on December 31, 2020, the “Amended and Restated Transaction Support Agreement”) to agree to support the series of previously announced transactions (collectively, the “Recapitalization Transactions”) to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility.
On January 29, 2021, and in connection with the previously announced settlement of the Recapitalization Transactions, the Company entered into an amendment (the “TSA Amendment”) with the parties to the Amended and Restated Transaction Support Agreement, including certain of the Company’s subsidiaries, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders. The TSA Amendment, among other things, amends the Amended and Restated Transaction Support Agreement by requiring the Company to amend the indentures that govern the new notes to be issued in connection with the Recapitalization Transactions by no later than February 3, 2021, to add additional restrictive covenants and events of default and provide the holders of the new notes with certain additional remedies or prepayment rights, such that the new notes have substantially the same terms as the credit agreements being entered into with the Revolving Lenders in connection with the Recapitalization Transactions. Such amendments to the indentures to the new notes will be effected following the settlement of the Recapitalization Transactions in accordance with the terms of the TSA Amendment and the applicable indentures.
The foregoing summary of the TSA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the TSA Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. The exhibits to the TSA Amendment will be filed by amendment to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | First Amendment to Amended and Restated Transaction Support Agreement, dated as of January 29, 2021, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders (without exhibits) | |
| 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 | ||||||
| January 29, 2021 |
By: | /s/ Scott T. Jarboe | ||||
| Name: | Scott T. Jarboe | |||||
| Title: | Chief Legal Officer | |||||
Exhibit 10.1
FIRST AMENDMENT TO
AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT
This First Amendment to Amended and Restated Transaction Support Agreement, dated as of January 29, 2021 (this “Amendment”), is entered into by and among (a) the Company Parties, (b) each of the Revolving Lenders, (c) the Administrative Agent and (d) the Consenting Noteholders (collectively, the “Parties”), each as defined in that certain Amended and Restated Transaction Support Agreement, dated as of December 31, 2020 (together with the exhibits thereto, the ”Transaction Support Agreement”).1
RECITALS
WHEREAS, the Company Parties, each of the Revolving Lenders, the Administrative Agent and the Consenting Noteholders are parties to the Transaction Support Agreement;
WHEREAS, Section (2)(c) of the Transaction Support Agreement provides, among other things, that “it is the intent of the Parties for the terms of the Definitive Noteholder Closing Documents to provide substantially the same terms to holders of the New Notes as are provided to the Revolving Lenders under the terms of the Definitive RCF Closing Documents . . .”;
WHEREAS, on the Settlement Date, certain Company Parties, the Revolving Lenders and the Administrative Agent are executing the Definitive RCF Closing Documents, including the Wilpinjong Credit Agreement and the RemainCo Letters of Credit Agreement;
WHEREAS, on the Settlement Date, certain Company Parties and the RemainCo Notes Indenture Trustee are executing the RemainCo Notes Indenture and issuing the RemainCo Notes in an aggregate principal amount of $195,142,000.00 and the 2022 Notes reflected on the Consenting Noteholders’ signature pages hereto will be exchanged in part for RemainCo Notes in an aggregate principal amount of $146,120,965.20 on the Settlement Date, representing 74.88% of the aggregate principal amount of RemainCo Notes outstanding on the Settlement Date;
WHEREAS, on the Settlement Date, certain Company Parties and the Wilpinjong Notes Indenture Trustee are executing the Wilpinjong Notes Indenture and issuing the Wilpinjong Notes in an aggregate principal amount of $193,884,000.00 and the 2022 Notes reflected on the Consenting Noteholders’ signature pages hereto will be exchanged in part for Wilpinjong Notes in an aggregate principal amount of $145,169,260.60 on the Settlement Date, representing 74.87% of the aggregate principal amount of Wilpinjong Notes outstanding on the Settlement Date;
WHEREAS, the Settlement Date is occurring on January 29, 2021, concurrently with the execution and delivery of this Amendment;
WHEREAS, the RemainCo Notes Indenture and the Wilpinjong Notes Indenture are Definitive Noteholder Closing Documents; and
WHEREAS, the Parties have agreed to amend the Transaction Support Agreement to give effect to Section 2(c) thereof;
| 1 | Capitalized terms used but not defined herein have the meanings given to such terms in the Transaction Support Agreement. |
NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
AGREEMENT
| 1. | Amendment. The Transaction Support Agreement is hereby amended as follows: |
| (a) | Section 1 of the Transaction Support Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order: |
| (i) | “Amended and Restated RemainCo Notes Indenture” has the meaning set forth in Section 2(d) hereof. |
| (ii) | “Amended and Restated Wilpinjong Notes Indenture” has the meaning set forth in Section 2(d) hereof. |
| (iii) | “RemainCo Notes Blackline” has the meaning set forth in Section 2(d) hereof. |
| (iv) | “Wilpinjong Notes Blackline” has the meaning set forth in Section 2(d) hereof. |
| (b) | The definition of “Definitive Noteholder Closing Documents” in Section 1 of the Transaction Support Agreement is hereby deleted and replaced in its entirety by the following: |
“Definitive Noteholder Closing Documents” means any indentures and any ancillary or other documents related thereto to be entered into in connection with the Transaction, including the Wilpinjong Notes Indenture, the RemainCo Notes Indenture, the Amended and Restated RemainCo Notes Indenture, and the Amended and Restated Wilpinjong Notes Indenture.
| (c) | The definition of “Settlement Date” in Section 1 of the Transaction Support Agreement is hereby deleted and replaced in its entirety by the following: |
“Settlement Date” means the date on which the Transaction is consummated in accordance with the terms and conditions set forth in this Agreement, the Term Sheet, and each of the Definitive Documents; provided that the non-execution of the Amended and Restated RemainCo Notes Indenture or the Amended and Restated Wilpinjong Notes Indenture will not prevent, delay or otherwise affect the occurrence of the Settlement Date.
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| (d) | Section 2(c) of the Transaction Support Agreement is hereby amended and restated in its entirety as follows: |
Without limiting any applicable consent rights of the Consenting Noteholders or the Revolving Lenders with respect to the Definitive Documents, if the Definitive RCF Closing Documents impose restrictive covenants on any Company Party or contain events of default that, in either case, irrespective of whether such covenant or event of default is set forth in the Term Sheet, are less favorable to such Company Party than similar obligations or restrictions imposed on such Company Party under the New Notes as set forth in the Descriptions of Notes (as reasonably determined in good faith by the Ad Hoc Group Advisors in consultation with counsel to the Company Parties), then the Definitive Noteholder Closing Documents shall contain terms that impose the same restrictive covenants on such Company Party, contain the same events of default, and/or provide to the holders of New Notes the same remedies or prepayment rights provided to the Revolving Lenders that are set forth in the Definitive RCF Closing Documents, or terms that are reasonably equivalent (as reasonably determined in good faith by the Ad Hoc Group Advisors in consultation with counsel to the Company Parties). Each Party hereto acknowledges and agrees that (i) the Term Sheet sets forth the material terms of the Revolving Lenders’ agreement, (ii) the Descriptions of Notes set forth the material terms of the Consenting Noteholders’ agreement, (iii) certain economic terms set forth in the Term Sheet and the Descriptions of Notes are different, and (iv) subject to section 2(a), the material terms in the Definitive Documents will be consistent with the Term Sheet and Descriptions of Notes, as applicable (subject to the foregoing sentence and paragraph 34 below); however, for terms in the Definitive Documents other than economic terms specifically addressed in the Term Sheet, it is the intent of the Parties for the terms of the Definitive Noteholder Closing Documents to provide substantially the same terms to holders of the New Notes as are provided to the Revolving Lenders under the terms of the Definitive RCF Closing Documents and that it would be an exercise of reasonable discretion if a Party were to withhold its consent to the form or substance of any Definitive Document if such Definitive Document deviated from the foregoing intent in any material respect; provided, that the obligations in this Section 2(c) shall survive the Termination Date to the extent necessary to provide terms to holders of the New Notes as favorable, to the extent required in this Section 2(c), as those provided to the Revolving Lenders under the terms of the Definitive RCF Closing Documents through the Amended and Restated RemainCo Notes Indenture and the Amended and Restated Wilpinjong Notes Indenture.
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| (e) | Immediately after Section 2(c) of the Transaction Support Agreement, the following is hereby added as new Section 2(d): “Not later than February 3, 2021, each applicable Company Party shall execute and enter into, and cause to become fully effective as a valid and enforceable amendment to the respective indentures, (i) the Amended and Restated RemainCo Notes Indenture (the “Amended and Restated RemainCo Notes Indenture”), which Amended and Restated RemainCo Notes Indenture shall validly amend and restate the RemainCo Notes Indenture, be consistent in all respects with the RemainCo Notes Blackline attached hereto as Exhibit F (the “RemainCo Notes Blackline”) and attach the RemainCo Notes Blackline as an exhibit thereto and (ii) the Amended and Restated Wilpinjong Notes Indenture (the “Amended and Restated Wilpinjong Notes Indenture”), which Amended and Restated Wilpinjong Notes Indenture shall validly amend and restate the Wilpinjong Notes Indenture, be consistent in all respects with the Wilpinjong Notes Blackline attached hereto as Exhibit G (the “Wilpinjong Notes Blackline”) and attach the Wilpinjong Notes Blackline as an exhibit thereto; provided, that nothing in this paragraph 2(d) shall affect the applicable consent rights of each Revolving Lender and each Consenting Noteholder as described in the definition of “Definitive Documents” in Section 1 herein; provided, further, that the obligations in this Section 2(d) shall survive the Termination Date.” |
| (f) | Section 7(f) of the Transaction Support Agreement is hereby amended and restated in its entirety as follows: |
Termination Date and Survival. The date on which this Agreement is terminated in accordance with this Section 7 shall be referred to as the “Termination Date” and the provisions of this Agreement shall terminate on the Termination Date; provided that Sections 1, 2(c) (solely to the limited extent explicitly set forth therein), 2(d), 3(h), 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, 22, 23, 24, 26, 27, 28, 29, 30, 31 and 33 hereof shall survive the Termination Date.
| (g) | Immediately after Exhibit E to the Transaction Support Agreement, (i) Exhibit 1 hereto shall be added as new Exhibit F and (ii) Exhibit 2 hereto shall be added as new Exhibit G. |
2. Consent to Supplemental Indentures. By executing this Amendment, each Consenting Noteholder, effective on the Settlement Date and in its capacity on that date as a holder of New Notes, hereby consents to the terms of the RemainCo Notes Blackline and the Wilpinjong Notes Blackline, as applicable, the forms of which are attached to this Amendment as Exhibit 1 and Exhibit 2, respectively, and to the entry into the Amended and Restated RemainCo Notes Indenture and the Amended and Restated Wilpinjong Notes Indenture.
3. Mutual Termination. Pursuant to Section 7(d) of the Transaction Support Agreement, the Company, all of the Revolving Lenders, and all of the Consenting Noteholders hereby consent to the termination of the Transaction Support Agreement upon the occurrence of the Settlement Date. For the avoidance of doubt, such termination shall not affect any of the provisions of the Transaction Support Agreement that expressly survive termination in accordance with the terms thereof.
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4. Agreement in Full Force and Effect Except as Amended. Except for the limited amendment set forth herein, all provisions of the Transaction Support Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly consent, waive, amend or supplement any provision of the Transaction Support Agreement other than as expressly set forth herein.
5. Effect of Amendment. From and after the date of this Amendment, each reference in the Transaction Support Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import shall be deemed to mean the Transaction Support Agreement as modified by this Amendment.
6. Entire Agreement. This Amendment constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior negotiations and agreements relating to such subject matter.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (PDF) or by DocuSign.
8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction. Section 24 of the Transaction Support Agreement is hereby incorporated herein by reference.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers, all as of the day and year first written above.
| PEABODY ENERGY CORPORATION | ||
| By: | /s/ Mark A. Spurbeck | |
| Name: | Mark A. Spurbeck | |
| Title: | Executive Vice President, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer | |
| PIC AU Holdings LLC | ||
| By: | /s/ Robert F. Bruer | |
| Name: | Robert F. Bruer | |
| Title: | President | |
| PIC AU Holdings Corporation | ||
| By: | /s/ Robert F. Bruer | |
| Name: | Robert F. Bruer | |
| Title: | President | |
[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]
| AMERICAN LAND DEVELOPMENT, LLC |
| AMERICAN LAND HOLDINGS OF COLORADO, LLC |
| AMERICAN LAND HOLDINGS OF ILLINOIS, LLC |
| AMERICAN LAND HOLDINGS OF INDIANA, LLC |
| AMERICAN LAND HOLDINGS OF KENTUCKY, LLC |
| BIG RIDGE, INC. |
| BTU WESTERN RESOURCES, INC. |
| COALSALES II, LLC |
| CONSERVANCY RESOURCES, LLC |
| EL SEGUNDO COAL COMPANY, LLC |
| HAYDEN GULCH TERMINAL, LLC |
| HILLSIDE RECREATIONAL LANDS, LLC |
| KAYENTA MOBILE HOME PARK, INC. |
| KENTUCKY UNITED COAL, LLC |
| MOFFAT COUNTY MINING, LLC |
| NEW MEXICO COAL RESOURCES, LLC |
| PEABODY AMERICA, LLC |
| PEABODY ARCLAR MINING, LLC |
| PEABODY ASSET HOLDINGS, LLC |
| PEABODY BEAR RUN MINING, LLC |
| PEABODY BEAR RUN SERVICES, LLC |
| PEABODY CABALLO MINING, LLC |
| PEABODY CARDINAL GASIFICATION, LLC |
| PEABODY CHINA, LLC |
| PEABODY COALSALES, LLC |
| PEABODY COALTRADE, LLC |
| PEABODY COLORADO OPERATIONS, LLC |
| PEABODY COLORADO SERVICES, LLC |
| PEABODY COULTERVILLE MINING, LLC |
| PEABODY DEVELOPMENT COMPANY, LLC |
| PEABODY ELECTRICITY, LLC |
| PEABODY EMPLOYMENT SERVICES, LLC |
| PEABODY GATEWAY NORTH MINING, LLC |
| PEABODY GATEWAY SERVICES, LLC |
| PEABODY GLOBAL FUNDING, LLC |
| PEABODY HOLDING COMPANY, LLC |
| PEABODY IC FUNDING CORP. |
| PEABODY ILLINOIS SERVICES, LLC |
| PEABODY INDIANA SERVICES, LLC |
| PEABODY INTERNATIONAL INVESTMENTS, INC. |
| PEABODY INTERNATIONAL SERVICES, INC. |
| PEABODY MIDWEST MANAGEMENT SERVICES, LLC |
| PEABODY MIDWEST MINING, LLC |
| PEABODY MIDWEST OPERATIONS, LLC |
| PEABODY MIDWEST SERVICES, LLC |
| PEABODY MONGOLIA, LLC |
| PEABODY NATURAL GAS, LLC |
[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]
| PEABODY NATURAL RESOURCES COMPANY |
| PEABODY NEW MEXICO SERVICES, LLC |
| PEABODY OPERATIONS HOLDING, LLC |
| PEABODY POWDER RIVER MINING, LLC |
| PEABODY POWDER RIVER OPERATIONS, LLC |
| PEABODY POWDER RIVER SERVICES, LLC |
| PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC |
| PEABODY ROCKY MOUNTAIN SERVICES, LLC |
| PEABODY SCHOOL CREEK MINING, LLC |
| PEABODY SERVICES HOLDINGS, LLC |
| PEABODY TWENTYMILE MINING, LLC |
| PEABODY VENEZUELA COAL CORP. |
| PEABODY VENTURE FUND, LLC |
| PEABODY WILD BOAR MINING, LLC |
| PEABODY WILD BOAR SERVICES, LLC |
| PEABODY WILLIAMS FORK MINING, LLC |
| PEABODY WYOMING SERVICES, LLC |
| PEABODY-WATERSIDE DEVELOPMENT, L.L.C. |
| PEC EQUIPMENT COMPANY, LLC |
| SAGE CREEK HOLDINGS, LLC |
| SAGE CREEK LAND & RESERVES, LLC |
| SENECA PROPERTY, LLC |
| SHOSHONE COAL CORPORATION |
| TWENTYMILE COAL, LLC |
| UNITED MINERALS COMPANY, LLC |
| By: | /s/ Eric R. Waller | |
| Name: Eric R. Waller | ||
| Title: Secretary |
[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]
| PEABODY INVESTMENTS CORP. | ||||
| By: | /s/ Scott T. Jarboe | |||
| Name: | Scott T. Jarboe | |||
| Title: | Senior Vice President & General Counsel – Corporate & Assistant Secretary | |||
| BIG SKY COAL COMPANY | ||||
| NGS ACQUISITION CORP., LLC | ||||
| PEABODY SAGE CREEK MINING, LLC | ||||
| PEABODY SOUTHEAST MINING, LLC | ||||
| PEABODY WESTERN COAL COMPANY | ||||
| By: | /s/ Christopher W. Wittenauer | |||
| Name: | Christopher W. Wittenauer | |||
| Title: | Secretary | |||
| SENECA COAL COMPANY, LLC | ||||
| By: | /s/ Charles R. Otec | |||
| Name: | Charles R. Otec | |||
| Title: | President | |||
| PEABODY INTERNATIONAL HOLDINGS, LLC | ||||
| By: | Peabody Investments Corp., as its sole member | |||
| By: | /s/ Scott T. Jarboe | |||
| Name: | Scott T. Jarboe | |||
| Title: | Senior Vice President & General Counsel – Corporate & Assistant Secretary | |||
[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]
| PEABODY GLOBAL HOLDINGS, LLC | ||||
| By: | /s/ James A. Tichenor | |||
| Name: | James A. Tichenor | |||
| Title: | Vice President and Treasurer | |||
[Signature Page to First Amendment to Amended & Restated Transaction Support Agreement]
[Revolving Lender Signature Pages Omitted]
[Consenting Noteholder Signature Pages Omitted]
Exhibit 1
RemainCo Notes Blackline
Exhibit 2
Wilpinjong Notes Blackline
Document and Entity Information |
Jan. 29, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | PEABODY ENERGY CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0001064728 |
| Document Type | 8-K |
| Document Period End Date | Jan. 29, 2021 |
| 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 |