8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2021

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-16463	13-4004153
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Market Street, St. Louis, Missouri	63101-1826
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (314) 342-3400

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
Common Stock, par value $0.01 per share	BTU	New York Stock Exchange

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.

On January 29, 2021 (the “Settlement Date”), Peabody Energy Corporation, a Delaware corporation (“Peabody” or the “Company”), completed a 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. The material terms of the Recapitalization Transactions are summarized herein.

Exchange Offer

On January 29, 2021, the Company settled its previously announced exchange offer (the “Exchange Offer”) pursuant to which $398,683,000 aggregate principal amount of the Company’s 6.000% Senior Secured Notes due 2022 (the “Existing Notes”) were validly tendered, accepted by the Company and exchanged for aggregate consideration consisting of (a) $193,884,000 aggregate principal amount of new 10.000% Senior Secured Notes due 2024 (the “New Co-Issuer Notes”) co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company (“AU HoldingsCo”), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of the Company (together, the “Co-Issuers”), (b) $195,142,000 aggregate principal amount of new 8.500% Senior Secured Notes due 2024 issued by the Company (the “New Peabody Notes”), and (c) a cash payment of approximately $9,420,000. In connection with the settlement of the Exchange Offer, the Company also paid early tender premiums totaling $3,986,830 in cash.

The New Co-Issuer Notes and the New Peabody Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Issuance of the New Co-Issuer Notes

The terms of the New Co-Issuer Notes are governed by an indenture, dated as of January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and the Company (on a limited basis, to the extent of its obligations specifically set forth therein) (the “New Co-Issuer Notes Indenture”).

The New Co-Issuer Notes bear interest at an annual rate of 10.000%, which is payable on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2021. The New Co-Issuer Notes will mature on December 31, 2024.

The New Co-Issuer Notes Indenture contains customary covenants that, among other things, limit the Co-Issuers’ and their subsidiaries’ ability to incur additional indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Co-Issuers.

The New Co-Issuer Notes are not guaranteed by any of the Co-Issuers’ subsidiaries and thus are structurally subordinated to any existing or future indebtedness or other liabilities, including trade payables, of any such subsidiaries; provided that to the extent not resulting in a materially adverse tax consequence (as determined by Peabody in its good faith reasonable business judgment), if any of PIC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of AU HoldingsCo (“PIC Acquisition Corp.”), Wilpinjong Coal Pty Ltd, an indirect wholly owned subsidiary of Peabody (“Wilpinjong”), or any of AU HoldingsCo’s direct or indirect subsidiaries at any time is not contractually prohibited from becoming a guarantor (as determined by Peabody in its good faith reasonable business judgment), PIC Acquisition Corp., Wilpinjong or such subsidiary shall become a guarantor. The New Co-Issuer Notes initially are secured by liens on substantially all of the assets of the Co-Issuers, including by (i) 100% of the capital stock of PIC Acquisition Corp. owned by AU HoldingsCo and (ii) all other property subject or purported to be subject, from time to time, to a lien under the Co-Issuers’ collateral trust agreement.

The Co-Issuers may redeem some or all of the New Co-Issuer Notes at the redemption prices and on the terms specified in the New Co-Issuer Notes Indenture.

The New Co-Issuer Notes Indenture contains certain events of default, including, in certain circumstances, (i) specified events occurring at the Wilpinjong Mine, (ii) the termination or modification of the Surety Transaction Support Agreement, (iii) Peabody’s failure to comply with any obligation under the Transaction Support Agreement, and (iv) the termination of the Management Services Agreements. If the New Co-Issuer Notes are accelerated or otherwise become due and payable as a result of an event of default, the greater of (x) the Applicable Premium and (y) the amount by which the applicable redemption price exceeds the principal amount of the New Co-Issuer Notes will also be due and payable as though the New Co-Issuer Notes had been optionally redeemed on the date of such acceleration. Capitalized terms appearing in this paragraph but not defined have the meanings assigned to such terms in the New Co-Issuer Notes Indenture.

The foregoing summary of the New Co-Issuer Notes Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Co-Issuer Notes Indenture, a copy of which will be filed by an amendment to this Current Report on Form 8-K.

Issuance of the New Peabody Notes

The terms of the New Peabody Notes are governed by an indenture, dated as of January 29, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (the “New Peabody Notes Indenture”).

The New Peabody Notes bear interest at an annual rate of 8.500%, consisting of 6.000% per annum in cash and an additional 2.500% per annum to be paid-in-kind entirely by increasing the principal amount of the outstanding New Peabody Notes, which is payable on June 30 and December 31 of each year, commencing on June 30, 2021. The New Peabody Notes will mature on December 31, 2024.

The New Peabody Notes Indenture contains customary covenants that, among other things, limit Peabody’s and its restricted subsidiaries’ ability to incur additional indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of its assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to Peabody.

The New Peabody Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by substantially all of Peabody’s material domestic subsidiaries (excluding any unrestricted subsidiaries) (the “Peabody Guarantors”) and secured by (a) first priority liens over (i) substantially all of the assets of Peabody, Peabody Global Holdings, LLC (“Pledgor”) and the Peabody Guarantors, except for certain excluded assets, (ii) 100% of the capital stock of each domestic restricted subsidiary of Peabody and 100% of the capital stock of each first tier foreign subsidiary of Peabody or a foreign subsidiary holding company, except in each case to the extent that such capital stock constitutes an excluded asset, (iii) a legal charge by Pledgor of 100% of the voting capital stock and 100% of the non-voting capital stock of Peabody Investments (Gibraltar) Limited provided that, if at any time after the Settlement Date, in the good faith determination by Peabody that the pledge of 100% of the voting capital stock of Peabody Investments (Gibraltar) Limited could reasonably result in a material cash tax liability, the legal charge over the stock of Peabody Investments (Gibraltar) Limited shall be reduced to levels such that there is no such material cash tax liability and (iv) all intercompany debt owed to Peabody, Pledgor or any Peabody Guarantor, in each case, subject to certain exceptions, and (b) second priority liens on the Co-Issuer Collateral.

Peabody may redeem some or all of the New Peabody Notes at the redemption prices and on the terms specified in the New Peabody Notes Indenture.

The New Peabody Notes Indenture contains certain events of default, including, in certain circumstances, (i) the termination or modification of the Surety Transaction Support Agreement and (ii) Peabody’s failure to comply with any obligation under the Transaction Support Agreement. If the New Peabody Notes are accelerated or otherwise become due and payable as a result of an event of default, the greater of (x) the Applicable Premium and

(y) the amount by which the applicable redemption price exceeds the principal amount of the New Peabody Notes will also be due and payable as though the New Peabody Notes had been optionally redeemed on the date of such acceleration. Capitalized terms appearing in this paragraph but not defined have the meanings assigned to such terms in the New Peabody Notes Indenture.

The foregoing summary of the New Peabody Notes Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Peabody Notes Indenture, a copy of which will be filed by an amendment to this Current Report on Form 8-K.

Consent Solicitation; Seventh Supplemental Indenture

Concurrently with the Exchange Offer, the Company solicited consents from holders of the Existing Notes to certain proposed amendments to the indenture governing the Existing Notes (the “Existing Indenture”) to (i) eliminate substantially all of the restrictive covenants, certain events of default applicable to the Existing Notes and certain other provisions contained in the Existing Indenture and (ii) release the collateral securing the Existing Notes and eliminate certain other related provisions contained in the Existing Indenture. The Company received the requisite consents from holders of the Existing Notes and entered into a supplemental indenture, dated as of January 8, 2021 (the “Seventh Supplemental Indenture”), by and among the Company and Wilmington Trust, National Association, as trustee, to the Existing Indenture.

The Seventh Supplemental Indenture became effective upon execution thereof by the parties thereto and became operative on January 29, 2021 (the Settlement Date).

Following the settlement of the Exchange Offer, approximately $60,308,000 aggregate principal amount of the Existing Notes remain outstanding and are governed by the Existing Indenture, as amended by the Seventh Supplemental Indenture and any further amendments or supplements thereof.

The foregoing summary of the Seventh Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Seventh Supplemental Indenture, a copy of which is attached as Exhibit 4.3 hereto and incorporated herein by reference.

Eighth Supplemental Indenture

Concurrently with the settlement of the Exchange Offer, Peabody also entered into a supplemental indenture, dated as of January 29, 2021 (the “Eighth Supplemental Indenture”), by and among the Company and Wilmington Trust, National Association, as trustee, to the Existing Indenture. Among other things, the Eighth Supplemental Indenture amended and restated the definition of “Excluded Assets” in the Existing Indenture to effect certain conforming changes to the definition thereof.

The foregoing summary of the Eighth Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Eighth Supplemental Indenture, a copy of which is attached as Exhibit 4.4 hereto and incorporated herein by reference.

Company Revolver Transactions

In connection with the Recapitalization Transactions, the Company restructured the revolving loans under the Company’s existing Credit Agreement (the “Existing Credit Agreement”) by (i) making a pay down of revolving loans thereunder in the aggregate amount of $10.0 million, (ii) the Co-Issuers incurring $206.0 million of term loans under a Credit Agreement, dated as of January 29, 2021 (the “New Co-Issuer Term Loan Agreement”), (iii) the Company entering into a letter of credit facility (the “New Company LC Agreement”), and (iv) the Company amending the Existing Credit Agreement (collectively, the “Revolver Transactions”).

New Co-Issuer Term Loans

On January 29, 2021, the Company entered into the New Co-Issuer Term Loan Agreement, by and among the Co-Issuers, as borrowers, the Company, as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the

lenders party thereto, pursuant to which the Co-Issuers were deemed to have incurred $206.0 million of term loans thereunder (the “New Co-Issuer Term Loans”). The New Co-Issuer Term Loans mature on December 31, 2024 and bear interest at a rate of 10.00% per annum.

The New Co-Issuer Term Loan Agreement contains customary covenants that, among other things, limit the Co-Issuers’ and their subsidiaries’ ability to incur additional indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Co-Issuers.

The New Co-Issuer Term Loan Agreement is guaranteed and secured to the same extent as the New Co-Issuer Notes as described above. In addition, the New Co-Issuer Term Loan Agreement contains events of default substantially similar to those described above for the New Co-Issuer Indenture.

The foregoing summary of the New Co-Issuer Notes Term Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Co-Issuer Notes Term Loan Agreement, a copy of which will be filed by an amendment to this Current Report on Form 8-K.

Peabody L/C Agreement

On January 29, 2021, the Company entered into the New Company LC Agreement, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, pursuant to which the Company obtained a $324 million letter of credit facility under which the Company’s existing letters under the Existing Credit Agreement were deemed to be issued. The commitments under the New Company LC Agreement mature on December 31, 2024. Undrawn letters of credit under the New Company LC Agreement bear interest at 6.00% per annum and unused commitments are subject to a 0.50% per annum commitment fee.

The New Company LC Agreement is guaranteed and secured to the same extent of the New Peabody Notes as described above. In addition, the New Company LC Agreement contains events of default substantially similar to those described above for the New Peabody Notes.

The foregoing summary of the New Company LC Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Company LC Agreement, a copy of which will be filed by an amendment to this Current Report on Form 8-K.

Amendment of the Credit Agreement

In connection with the Revolver Transactions, on January 29, 2021, the Company amended its Existing Credit Agreement by entering into Amendment No. 8 to Credit Agreement (the “Existing Credit Agreement Amendment”), by and among the Company, the subsidiaries of the Company party thereto as reaffirming parties, JPMorgan Chase Bank N.A., as administrative agent and the lenders party thereto. Pursuant to the Existing Credit Agreement Amendment, the Company, among other things, made certain conforming changes to the Peabody L/C Agreement. After giving effect to the Revolver Transactions, there remain no revolving commitments or revolving loans under the Existing Credit Agreement.

The foregoing summary of the Existing Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Existing Credit Agreement Amendment, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

The foregoing summary of the Existing Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Existing Credit Agreement Amendment, a copy of which will be filed by an amendment to this Current Report on Form 8-K.

No Solicitation

Neither this Current Report on Form 8-K nor the agreements attached hereto constitute an offer to sell or the solicitation of an offer to buy the New Co-Issuer Notes or the New Peabody Notes, nor shall there be any sale of the New Co-Issuer Notes or the New Peabody Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of the Form 8-K, the disclosure set forth above under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On January 29, 2021, Peabody issued a press release announcing completion of the Recapitalization Transactions, including settlement of the Exchange Offer. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 8.01. Other Events.

On January 26, 2021, Peabody issued a press release announcing the expiration and final results for the Exchange Offer. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     No.	Description
4.1	Indenture dated as of January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and the Company (on a limited basis, to the extent of its obligations specifically set forth therein). (To be filed by amendment.)
4.2	Indenture dated as of January 29, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee. (To be filed by amendment.)
4.3	Seventh Supplemental Indenture, dated as of January 8, 2021, by and among the Company and Wilmington Trust, National Association, as trustee.
4.4	Eighth Supplemental Indenture, dated as of January 29, 2021, by and among the Company and Wilmington Trust, National Association, as trustee.
10.1	Credit Agreement, dated as of January 29, 2021, among the Co-Issuers, as borrowers, Peabody Energy Corporation, as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. (To be filed by amendment.)

10.2	Credit Agreement, dated as of January 29, 2021, among Peabody Energy Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. (To be filed by amendment.)
10.3	Amendment No. 8 to Credit Agreement, dated as of January 29, 2021, among Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as successor to Goldman Sachs Bank USA in its capacity as administrative agent). (To be filed by amendment.)
99.1	Press Release of Peabody Energy Corporation, dated January 29, 2021.
99.2	Press Release of Peabody Energy Corporation, dated January 26, 2021.
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

EX-4.3

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of January 8, 2021, among Peabody Energy Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of February 15, 2017 (as amended, supplemented or otherwise modified to the date hereof, the “Indenture”), providing for the issuance of 6.000% Senior Secured Notes due 2022 (the “Notes”) and 6.375% Senior Secured Notes due 2025;

WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding of such series (the “Majority Consents”), enter into a supplemental indenture for the purpose of amending the Indenture with respect to such series;

WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may, with the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding of such series (the “Collateral Consents” and, together with the Majority Consents, the “Requisite Consents”), enter into a supplemental indenture for the purpose of releasing the Liens on the Collateral securing the Notes of such series (the “Collateral Release”);

WHEREAS, the Company has commenced (a) an offer to acquire by exchange (the “Exchange Offer”) any and all of the outstanding Notes for (i) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company, and PIC AU Holdings Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and (ii) new 8.500% Senior Secured Notes due 2024 to be issued by the Company, and (b) a related consent solicitation (the “Consent Solicitation”) from each Holder of the Notes, upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated December 24, 2020, as supplemented by Supplement No. 1, dated December 31, 2020, and as it may be further amended, supplemented or modified from time to time (the “Statement”);

WHEREAS, the Consent Solicitation contemplates the majority amendments to the Indenture (the “Majority Amendments”) and the collateral release amendments to the Indenture (the “Collateral Release Amendments” and, together with the Majority Amendments, the “Proposed Amendments”) set forth herein and a supplemental indenture in respect of the Proposed Amendments being executed and delivered, with the operation of the Proposed Amendments being subject to, among other things, the receipt by the Company of the Requisite Consents, at or prior to the Expiration Time (as defined in the Statement) and the acceptance for exchange by the Company of at least 66-2/3% in aggregate principal amount of the outstanding Notes pursuant to the Exchange Offer;

WHEREAS, the Company has received the Requisite Consents to effect the Proposed Amendments with respect to the Notes and has furnished to the Trustee evidence of such Requisite Consents;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Seventh Supplemental Indenture with respect to the Notes with the Requisite Consents;

WHEREAS, pursuant to Sections 7.02, 9.05, 13.02 and 13.03 of the Indenture, an Officer’s Certificate and an Opinion of Counsel have been delivered to the Trustee each stating that this Seventh Supplemental Indenture is authorized or permitted by the Indenture, the Collateral Trust Agreement and the other Note Documents and that all conditions precedent provided for in the Indenture to the execution and delivery of this Seventh Supplemental Indenture have been satisfied;

WHEREAS, the Company has been authorized by a resolution adopted by its Board of Directors to enter into this Seventh Supplemental Indenture with respect to the Notes; and

WHEREAS, all other acts and proceedings required by law, the Indenture and the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company to execute and deliver this Seventh Supplemental Indenture with respect to the Notes, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Company and the Trustee hereby agree as follows:

Section 1. Majority Amendments to the Indenture.

(a) The Indenture is hereby amended, with respect to the Notes, by deleting the following sections of the Indenture and all references and definitions related thereto in their entirety, and replacing all such deleted sections, references and definitions with “[Intentionally Omitted]”:

Section 4.05 (Taxes);

Section 4.06 (Stay, Extension and Usury Laws);

Section 4.07 (Restricted Payments);

Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries);

Section 4.09 (Incurrence of Debt and Issuance of Disqualified Stock or Preferred Stock);

Section 4.10 (Asset Sales);

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Section 4.11 (Transactions with Affiliates);

Section 4.12 (Liens);

Section 4.14 (Offer to Repurchase Upon Change of Control);

Section 4.15 (Additional Note Guarantees);

Section 4.16 (Designation of Restricted and Unrestricted Subsidiaries);

Section 4.18 (Issuer Status Prior to the Assumption on the Escrow Release Date);

Article V (Successors); and

Section 6.01(c), (d), (e), (f) and (j) (Events of Default).

(b) Section 4.04 (Compliance Certificate) of the Indenture is hereby amended, with respect to the Notes, to read as follows: “The Company shall comply with § 314(a)(4) of the Trust Indenture Act of 1939, as amended.”

(c) The amendments in this Section 1 apply only as to the Notes and not as to the 6.375% Senior Secured Notes due 2025 issued under the Indenture.

Section 2. Collateral Release Amendments to the Indenture.

(a) In accordance with Section 12.05(4) of the Indenture, with respect to the Notes, all Liens on the Collateral are hereby released, terminated and discharged in full and all such Collateral is hereby reconveyed to the Company and the Guarantors, as applicable, as is, where is, without recourse or representation or warranty of any kind.

(b) With respect to the Notes, Section 12.01 is deleted in its entirety and replaced with the following:

“Section 12.01 Release of Collateral

From and after the date of execution of that certain Seventh Supplemental Indenture between the Company and the Trustee, the Notes shall cease to be secured by the Collateral and the Notes shall represent unsecured Obligations of the Company. The Collateral Trustee is hereby appointed on behalf of the Holders to act on behalf of the Holders in accordance with this Article XII, and is directed and authorized to take all actions (including, without limitation, any applicable filings, releases or terminations) as may be reasonably requested by the Company to provide or evidence that the Liens shall cease to secure the Notes pursuant to the Indenture and the other Security Documents and to enter into any amendments, modifications or releases to the Security Documents or with respect to the Collateral Trust Agreement. The provisions of this Article XII that continue to be in effect are in effect solely for the purpose of effecting the foregoing and providing the Trustee and the Collateral Trustee (as applicable) with the authority, exculpations and indemnity relating to such actions. Each Holder consents and agrees to the release of Liens on the Collateral and any actions taken by the Trustee and the Collateral Trustee in connection with the foregoing.”

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(c) The Indenture is hereby amended, with respect to the Notes, by deleting the following sections of the Indenture and all references and definitions related thereto in their entirety, and replacing all such deleted sections, references and definitions with “[Intentionally Omitted]”:

Section 4.19 (Creation and Perfection of Certain Security Interests After the Escrow Release Date);

Section 12.02 (Collateral Trust Agreement);

Section 12.03 (Collateral Trustee);

Section 12.04 (Release of Liens on Collateral);

Section 12.05 (Release of Liens in Respect of Notes);

Section 12.06 (Equal and Ratable Sharing of Collateral by Holders of Priority Lien Debt);

Section 12.07 (Relative Rights);

Section 12.08 (Further Assurances; Insurance); and

Section 12.09 (Intercreditor Agreement).

(d) Each reference to “6.000% Senior Secured Notes due 2022” in the Indenture, the Notes or any Security Document is hereby deemed changed to “6.000% Senior Notes due 2022” without any further action by the Trustee or the Collateral Trustee.

(e) The amendments in paragraphs (a) – (c) of this Section 2 apply only as to the Notes and not as to the 6.375% Senior Secured Notes due 2025 issued under the Indenture.

Section 3. Effect and Operation of Seventh Supplemental Indenture.

This Seventh Supplemental Indenture shall be effective and binding immediately upon its execution and thereupon this Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of a Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby; provided, however, that notwithstanding anything in the Indenture or this Seventh Supplemental Indenture to the contrary, (i) the provisions of Section 1 hereof shall not be operative until the Company has accepted for exchange validly tendered Notes representing a majority in aggregate principal amount of the outstanding Notes pursuant to the Exchange Offer and (ii) the provisions of Section 2 hereof shall not be operative until the Company has accepted for exchange validly tendered Notes representing 66-2/3% in aggregate principal amount of the outstanding Notes pursuant to the Exchange Offer, with the result that the amendments to the Indenture effected by Section 1 and Section 2 of this Seventh

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Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such acceptance for exchange shall not occur with respect to a majority or 66-2/3%, as applicable, in aggregate principal amount of the outstanding Notes. Following the acceptance for exchange by the Company of a majority or 66-2/3% in aggregate principal amount of the outstanding Notes, the Company will promptly deliver an Officer’s Certificate to the Trustee stating that the provisions of Section 1 and/or Section 2 hereof, as applicable, have become operative.

Section 4. Reference to and Effect on the Indenture.

(a) On and after the effective date of this Seventh Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this Seventh Supplemental Indenture unless the context otherwise requires, and every Holder of a Note heretofore or hereafter authenticated and delivered shall be bound hereby.

(b) Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 5. Construction.

Except as otherwise herein expressly provided or unless the context otherwise requires, the rules of construction set forth in Section 1.03 of the Indenture shall apply to this Seventh Supplemental Indenture mutatis mutandis.

Section 6. Governing Law.

THIS SEVENTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7. Trustee Disclaimer.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. In acting pursuant to the terms of this Seventh Supplemental Indenture, the Trustee shall be entitled to all of the rights, privileges and immunities of the Trustee set forth in the Indenture, the Collateral Trust Agreement and the other Note Documents, as though fully set forth herein.

Section 8. Counterparts and Method of Execution.

The parties may sign multiple counterparts of this Seventh Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. The exchange of copies of this Seventh Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

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Section 9. Headings.

The headings of this Seventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 10. Separability.

Each provision of this Seventh Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Seventh Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11. Successors.

All agreements of each of the Company in this Seventh Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee and the Company in this Seventh Supplemental Indenture shall bind their respective successors and permitted assigns.

Section 12. Collateral Trustee.

The Collateral Trustee is an express third party beneficiary of this Seventh Supplemental Indenture. In acting pursuant to the terms of this Seventh Supplemental Indenture, the Collateral Trustee shall be entitled to all of the rights, privileges and immunities of the Collateral Trustee set forth in the Indenture, the Collateral Trust Agreement and the other Note Documents, as though fully set forth herein. Notwithstanding anything to the contrary herein, the rights, privileges and immunities of the Collateral Trustee set forth in the Indenture, the Collateral Trust Agreement and the other Note Documents shall survive the effectiveness and operation of this Seventh Supplemental Indenture.

[Signatures are on the following pages.]

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IN WITNESS HEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and attested, all as of the date first above written.

PEABODY ENERGY CORPORATION
By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Vice President and Treasurer

[Signature Page to Seventh Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Sarah Vilhauer
	Name: Sarah Vilhauer
	Title: Banking Officer

[Signature Page to Seventh Supplemental Indenture]

EX-4.4

Exhibit 4.4

EIGHTH SUPPLEMENTAL INDENTURE

EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of January 29, 2021, among Peabody Energy Corporation, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Company and the Trustee are party to an indenture, dated as of February 15, 2017 (as amended, supplemented or otherwise modified to the date hereof, the “Indenture”), providing for the issuance of 6.000% Senior Secured Notes due 2022 (the “2022 Notes”) and 6.375% Senior Secured Notes due 2025 (the “2025 Notes”);

WHEREAS, on December 24, 2020, the Company commenced (a) an offer to acquire by exchange (the “Exchange Offer”) any and all of the outstanding 2022 Notes for (i) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company, and PIC AU Holdings Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of the Company, and (ii) new 8.500% Senior Secured Notes due 2024 to be issued by the Company (the “2024 Notes”), and (b) a related consent solicitation (the “Consent Solicitation”) from each Holder of the 2022 Notes, upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated December 24, 2020, as supplemented by Supplement No. 1 thereto, dated December 31, 2020;

WHEREAS, on January 8, 2021, following receipt of the requisite consents from the Holders of the 2022 Notes pursuant to the Consent Solicitation, the Company and the Trustee entered into the Seventh Supplemental Indenture, which Seventh Supplemental Indenture reflects certain amendments to the Indenture that (i) eliminate substantially all of the restrictive covenants, certain events of default applicable to the 2022 Notes and certain other provisions contained in the Indenture with respect to the 2022 Notes, and (ii) release the Collateral securing the 2022 Notes and eliminate certain other related provisions contained in the Indenture with respect to the 2022 Notes, each as specified in the Seventh Supplemental Indenture;

WHEREAS, on January 29, 2021, in connection with the consummation of the Exchange Offer and the Consent Solicitation, the Company and certain guarantors have entered into an indenture with Wilmington Trust, National Association, as trustee thereunder, providing for the issuance of $195,142,000 aggregate principal amount of 2024 Notes;

WHEREAS, in connection with the consummation of the Exchange Offer and the Consent Solicitation, (a) certain revolving commitments under the Credit Agreement, dated April 3, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (as successor to Goldman Sachs Bank USA in its capacity as administrative agent), and other lenders party thereto, have been converted into a letter of credit facility pursuant to the Credit Agreement, dated January 29, 2021 (as amended, restated, amended and

restated, supplemented or otherwise modified, the “L/C Agreement”), among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and other lenders party thereto, and (b) the Credit Agreement has been amended (the “Credit Agreement Amendment”) to permit certain other transactions contemplated in connection with the Exchange Offer and the Consent Solicitation;

WHEREAS, pursuant to Section 9.01(a)(8) of the Indenture, the Company, the Trustee and the Collateral Trustee, as applicable, may amend or supplement the Indenture, the Notes and the other Note Documents without notice to or the consent of any Holder of a Note to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents;

WHEREAS, in connection with the consummation of the Exchange Offer and the Consent Solicitation, and the Company’s entry into the L/C Agreement and the Credit Agreement Amendment, the Company desires to add additional Collateral in favor of the 2025 Notes (the “Collateral Increase”), such that the Holders of the 2025 Notes, as holders of Priority Lien Obligations along with the holders of other Priority Lien Obligations under the 2024 Notes, the Credit Agreement and the L/C Agreement, will have the benefit of a valid and enforceable perfected Lien on all the Collateral in favor of the Collateral Trustee for the Holders of the 2025 Notes and holders of such other Priority Lien Obligations, to the extent required by, and with the Lien priority required under, the Secured Debt Documents;

WHEREAS, pursuant to Section 9.01(a)(8) of the Indenture, the Trustee is authorized to execute and deliver this Eighth Supplemental Indenture with respect to the 2025 Notes;

WHEREAS, pursuant to Sections 7.02, 9.05, 13.02 and 13.03 of the Indenture, an Officer’s Certificate and an Opinion of Counsel have been delivered to the Trustee, each stating that this Eighth Supplemental Indenture is authorized or permitted by the Indenture, the Collateral Trust Agreement and the other Note Documents, and that all conditions precedent provided for in the Indenture to the execution and delivery of this Eighth Supplemental Indenture have been satisfied;

WHEREAS, the Company has been authorized by a resolution adopted by its Board of Directors to enter into this Eighth Supplemental Indenture with respect to the 2025 Notes; and

WHEREAS, all other acts and proceedings required by law, the Indenture and the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company to execute and deliver this Eighth Supplemental Indenture with respect to the 2025 Notes, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, concurrent with the settlement of the Exchange Offer and the consummation of the Exchange Offer and the Consent Solicitation, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the 2025 Notes, the Company and the Trustee hereby agree as follows:

Section 1. Amendments to the Indenture.

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(a) Solely with respect to the 2025 Notes, Section 2 of the definition of “Excluded Assets” is amended and restated in its entirety, from and after the date hereof, as follows, with additions shown in bold, underlined text and deletions shown in strikethrough:

“(2) commercial tort claims where the amount of the net proceeds claimed is less than $10.0 million;”

(b) Solely with respect to the 2025 Notes, Section 3 of the definition of “Excluded Assets” is amended and restated in its entirety, from and after the date hereof, as follows, with additions shown in bold, underlined text and deletions shown in strikethrough:

“(3) (i) any lease, license or other written agreement or written obligation (each, a “Contract”) and any leased or licensed asset under a Contract or asset financed pursuant to a purchase money financing Contract or Capital Lease Obligation, in each case that is the direct subject of such Contract (so long as such Contract is not entered into for purposes of circumventing or avoiding the collateral requirements of this Indenture), in each case only for so long as the granting of a security interest therein (x) would be prohibited by, cause a default under or result in a breach of such Contract (unless the Company or any Controlled Subsidiary may unilaterally waive it) or would give another Person (other than the Company or any Controlled Subsidiary) a right to terminate or accelerate the obligations under such Contract or to obtain a Lien to secure obligations owing to such Person (other than the Company or any Controlled Subsidiary) under such Contract (in each case, except to the extent any such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of the UCC or other applicable law) or (y) would require obtaining the consent of any Person (other than the Company or any Controlled Subsidiary) or applicable Governmental Authority, except to the extent that such consent has already been obtained (but with respect to any leasehold interest that is Material Real Property, only to extent the applicable Grantor could not obtain the required third party consent after using commercially reasonable efforts to obtain such consent (x) with respect to interests held on the Eighth Amendment Effective Date, for 90 days after the Eighth Amendment Effective Date or (y) with respect to interests acquired after the Eighth Amendment Effective Date, for 90 days after the acquisition thereof); provided that there shall be no requirement to pay any sums to the applicable lessor other than customary legal fees and administrative expenses (it is understood, for avoidance of doubt, that, without limiting the foregoing obligations of the Company set forth in this clause, any failure to grant a security interest in any such leasehold interest as a result of a failure to obtain a consent shall not be a Default hereunder, and, for avoidance of doubt, the Company and its Restricted Subsidiaries shall no longer be required to use commercially reasonable efforts to obtain any such consent after such above-mentioned time period to obtain a consent has elapsed) or such consent is unenforceable or overridden after giving effect to applicable anti-assignment provisions of the UCC or other applicable law or (ii) any asset the granting of a security interest therein in favor of the Secured Parties would be prohibited by any applicable law (other than any organizational document) (except to the extent such prohibition is unenforceable or overriden after giving effect to applicable anti-assignment provisions of the UCC or other applicable law, and in each case in respect of clause (i)

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and (ii) above,, other than proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibitions),”

(c) Solely with respect to the 2025 Notes, Section 9 of the definition of “Excluded Assets” is amended and restated in its entirety, from and after the date hereof, as follows, with additions shown in bold, underlined text and deletions shown in strikethrough:

“(9) (i) any Equity Interest that is Voting Stock of a first-tier Foreign Subsidiary that or a Foreign Subsidiary Holdco in excess of 65% of the Voting Stock of such Subsidiary, [reserved] (ii) if the Company determines in good faith that a pledge to the Priority Collateral Trustee for the benefit of the Secured Parties of 100% of the Voting Stock of Peabody Investments (Gibraltar) Limited (or any successor thereto) could reasonably result in a material tax liability to the Company or its Subsidiaries, the amount of Voting Stock of such Subsidiary in excess of 65% of such Voting Stock such that there is no such material tax liability, provided that any such Voting Stock is acknowledged as an “Excluded Asset” under the Company’s credit agreement entered into as of January 29, 2021, (iiiii) any Equity Interests in the Gibraltar Pledgor, Peabody International Investments, Inc., and each other Subsidiary, whether now owned or hereafter acquired, substantially all of the assets of which consists of Equity Interests in the Gibraltar Pledgor and any successor to any of the foregoing, (iiiiv) any Equity Interests of captive insurance subsidiaries and not-for-profit subsidiaries, (ivv) any Equity Interests in, or assets of, any Securitization Subsidiary (to the extent a pledge of the Equity Interests in such Securitization Subsidiary is prohibited under any Permitted Receivables Financing entered into by such Securitization Subsidiary), (vvi) margin stock and (vivii) any Equity Interests in any Subsidiary that is not wholly-owned by the Company or any Restricted Subsidiary or in a Joint Venture, if the granting of a security interest therein (A) would be prohibited by, cause a default under or result in a breach of, or would give another Person (other than the Company or any Controlled Subsidiary) a right to terminate, under any organizational document, shareholders, joint venture or similar agreement applicable to such Subsidiary or Joint Venture or (B) would require obtaining the consent of any Person (other than the Company or any Controlled Subsidiary), in each case in respect of sub-clauses (A) and (B) of this Section 9, after giving effect to applicable anti-assignment provisions in the UCC or other applicable law; provided that 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in Peabody Investments (Gibraltar) Limited shall not constitute Excluded Assets;”

(d) Solely with respect to the 2025 Notes, the definition of “Eighth Amendment Effective Date” is added, from and after the date hereof, as follows:

“Eighth Amendment Effective Date” means January 29, 2021.

(e) Solely with respect to the 2025 Notes, the definition of “Material Real Property” is amended and restated in its entirety, from and after the date hereof, as follows, with additions shown in bold, underlined text and deletions shown in strikethrough:

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“Material Real Property” means (a) any fee owned real property Real Property interest held by the Company or any of its Restricted Subsidiaries in an active Mine or any leasehold interest in real property Real Property of the Company or any of its Restricted Subsidiaries in an active Mine, (b) any real property Real Property owned by the Company or any of its Restricted Subsidiaries or in which the Company or any of its Restricted Subsidiaries has a leasehold interest located on a Reserve Area on the Issue Date that has a net book value in excess of $10.0 million (c) any real property acquired or otherwise owned by the Company or any of its Restricted Subsidiaries or in which the Company or any of its Restricted Subsidiaries acquires a leasehold interest after the Issue Date located on a Reserve Area that has a total net book value in excess of $25.0 million and (d) any other fee owned real property $2,500,000, and (c) any other parcel of owned Real Property interest held by the Company or any of its Restricted Subsidiaries (other than the types of property described in clauses (a) throughand (cb) above) with a total net book value in excess of $10.0million2,500,000 as of the date of acquisition of such real property Real Property; provided that Material Real Property shall not include (x) any real property Real Property disclosed to the Trustee prior to the Release Date as a property intended to be sold following the Release Date or (y) any leasehold interests of the Company or any of its Restricted Subsidiaries in commercial real property Real Property constituting offices of the Company and its Subsidiaries; provided further that, any future coal reserve or access to a coal reserve (1) that is fee owned by the Company or any of its Restricted Subsidiaries or in which the Company or any of its Restricted Subsidiaries has a leasehold interest and (2) that is located adjacent to, contiguous with, or in close proximity to, both geographically and geologically (according to reasonable standards used in the mining industry) an active Mine or Reserve Area, may, in the reasonable discretion of the administrative agent under the New Credit Facility (in consultation with the Company), be deemed part of an active Mine or Reserve Area and, as a result, a “Material Real Property” in the future. For purposes of this definition of “Material Real Property,” net book value shall be based on aggregated net book value of tracts that are located adjacent to, contiguous with or in close proximity, both geographically and geologically (according to reasonable standards used in the mining industry), with each other.

(f) The amendments in paragraphs (a), (b), (c), (d) and (e) of this Section 1 apply only as to the 2025 Notes and not as to the 2022 Notes.

Section 2: Creation and Perfection of Certain Security Interests After the Settlement Date

In connection with the Collateral Increase, the Company and the Guarantors agree to do or cause to be done all acts and things that may be required to have all security interests pertaining to the Collateral Increase duly created and enforceable and perfected, to the extent required by the existing security documents, but in no event later than 90 days after January 29, 2021, the settlement date of the Exchange Offer (or such later date as may be agreed to in accordance with that certain Amended and Restated Transaction Support Agreement, dated as of December 31, 2020, by and among, among others, the Company, the Co-Issuers, and the Consenting Noteholders defined therein, as amended, modified or replaced from time to time, as certified to the Trustee by the Company in an Officer’s Certificate). Further, the Company and

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the Guarantors agree to use commercially reasonable efforts to obtain any required consents needed in connection with the Collateral Increase no later than 180 days after January 29, 2021.

Section 3. Effect and Operation of Eighth Supplemental Indenture.

This Eighth Supplemental Indenture shall be effective and binding immediately upon its execution and thereupon this Eighth Supplemental Indenture shall form a part of the Indenture for all purposes with respect to the 2025 Notes, and every Holder of a 2025 Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

Section 4. Reference to and Effect on the Indenture.

(a) On and after the effective date of this Eighth Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this Eighth Supplemental Indenture unless the context otherwise requires, and every Holder of a 2025 Note heretofore or hereafter authenticated and delivered shall be bound hereby.

(b) Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 5. Construction.

Except as otherwise herein expressly provided or unless the context otherwise requires, the rules of construction set forth in Section 1.03 of the Indenture shall apply to this Eighth Supplemental Indenture mutatis mutandis.

Section 6. Governing Law.

THIS EIGHTH SUPPLEMENTAL INDENTURE AND THE 2025 NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7. Trustee Disclaimer.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. In acting pursuant to the terms of this Eighth Supplemental Indenture, the Trustee shall be entitled to all of the rights, privileges and immunities of the Trustee set forth in the Indenture, the Collateral Trust Agreement and the other Note Documents, as though fully set forth herein.

Section 8. Counterparts and Method of Execution.

The parties may sign multiple counterparts of this Eighth Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. The exchange of copies of this Eighth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this

6

instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 9. Headings.

The headings of this Eighth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 10. Separability.

Each provision of this Eighth Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Eighth Supplemental Indenture or the 2025 Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 11. Successors.

All agreements of each of the Company in this Eighth Supplemental Indenture and the 2025 Notes shall bind their respective successors. All agreements of the Trustee and the Company in this Eighth Supplemental Indenture shall bind their respective successors and permitted assigns.

Section 12. Collateral Trustee.

The Collateral Trustee is an express third party beneficiary of this Eighth Supplemental Indenture. In acting pursuant to the terms of this Eighth Supplemental Indenture, the Collateral Trustee shall be entitled to all of the rights, privileges and immunities of the Collateral Trustee set forth in the Indenture, the Collateral Trust Agreement and the other Note Documents, as though fully set forth herein. Notwithstanding anything to the contrary herein, the rights, privileges and immunities of the Collateral Trustee set forth in the Indenture, the Collateral Trust Agreement and the other Note Documents shall survive the effectiveness and operation of this Eighth Supplemental Indenture.

[Signatures are on the following pages.]

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IN WITNESS HEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

PEABODY ENERGY CORPORATION
By:	/s/ James A. Tichenor
Name: James A. Tichenor
Title:   Vice President and Treasurer

[Signature Page to Eighth Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Sarah Vilhauer
	Name: Sarah Vilhauer
	Title:   Banking Officer

[Signature Page to Eighth Supplemental Indenture]

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

PEABODY COMPLETES EXCHANGE TRANSACTION, EXTENDS SUBSTANTIAL PORTION OF NEAR-TERM DEBT MATURITIES, ELIMINATES NET LEVERAGE RATIO, FINALIZES SURETY STANDSTILL AGREEMENT

ST. LOUIS, Jan. 29, 2021 – Peabody (NYSE: BTU) announced today that it has completed its previously announced exchange transaction following the tender of 86.86 percent of its senior secured notes due 2022. The closing of this transaction extends a substantial portion of Peabody’s debt maturities to December 2024, eliminates its net leverage ratio covenant and finalizes a four-year standstill with its surety bond providers.    

“Closing of this transaction today is a significant milestone for the company and its many stakeholders,” said Peabody President and Chief Executive Officer Glenn Kellow. “With the majority of our nearest term funded debt maturities now at the end of 2024, we believe these steps provide us with the additional flexibility needed to continue to pursue operational improvements as well as capture potential seaborne market improvements.”

Key components of the transaction include the following:

2022 Notes Exchange Offer and Consent Solicitation: $398.7 million of former 2022 senior secured notes were tendered by 2022 noteholders and exchanged for $195.1 million of new 8.5 percent 2024 senior secured notes issued by Peabody, $193.9 million of new 10.0 percent 2024 senior secured notes issued by certain subsidiaries of Peabody that indirectly own the company’s Wilpinjong mine and $13.4 million in additional cash consideration, plus accrued and unpaid interest.

Approximately 13 percent, or $60.3 million, of the 2022 notes did not participate in the exchange offer, leaving those notes as Peabody’s only funded debt currently maturing prior to December 2024. Given the level of support for the exchange offer, the amendments to the indenture governing the 2022 notes are now operative. As a result, the 2022 notes are now unsecured and will no longer have the benefit of substantially all of the restrictive covenants. The 2022 notes will continue to bear interest at an annual rate of 6.0 percent and mature in March 2022.

In connection with the exchange, Peabody has agreed to commence by February 13, 2021 an offer to purchase up to $22.5 million in aggregate accreted value of the new Peabody 2024 notes at a purchase price equal to 80 percent of the accreted value of the new 2024 notes, plus accrued and unpaid interest, if any, to, but excluding the redemption date for the offer to purchase.

Revolving Credit Facility Lender Exchange: Peabody also exchanged $540 million of revolving credit facility commitments with its revolving lenders for $206.0 million of new structurally senior term loans under a credit agreement between the lenders and certain subsidiaries of Peabody that indirectly own the company’s Wilpinjong mine, a new $324.0 million senior secured letter of credit facility between the lenders and Peabody, $10.0 million of cash consideration and 100 basis points of exchange fees.

Following this exchange with Peabody’s revolving lenders, the first lien net leverage ratio covenant under the company’s existing credit agreement has been eliminated.

Surety Agreement: The global surety agreement was also finalized, which substantially reduces contingent liquidity risk by resolving outstanding collateral requests and limiting future collateral requirements of the sureties through the maturity date of the credit agreement.

In line with this agreement, Peabody posted $75 million of letters of credit in the fourth quarter of 2020 and will post an additional $25 million of collateral per year beginning in 2021 through 2024 for the benefit of the sureties, plus other amounts in accordance with the surety agreement. Surety providers have agreed to a standstill agreement under which they have agreed not to demand any additional collateral for existing bonds; draw on letters of credit posted for the benefit of themselves; or cancel, or attempt to cancel, any existing surety bond.

Lazard served as financial advisor and Jones Day served as legal advisor to Peabody on this transaction. Houlihan Lokey Capital, Inc. served as financial advisor and Davis Polk & Wardwell LLP served as legal advisor to an ad hoc group of noteholders on this transaction. PJT Partners LP served as financial advisor and Freshfields Bruckhaus Deringer LLP served as legal advisor to the administrative agent under the credit facilities on this transaction.

Peabody (NYSE: BTU) is a leading coal producer, serving customers in more than 25 countries on six continents. We provide 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, including the Company’s ability to consummate the Exchange Offer and Consent Solicitation and the Company’s expectations regarding future liquidity, cash flows, mandatory debt payments and other expenditures. 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

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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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EX-99.2

Exhibit 99.2

News Release

FOR IMMEDIATE RELEASE

PEABODY ANNOUNCES EXPIRATION AND FINAL RESULTS OF EXCHANGE OFFER AND CONSENT SOLICITATION

ST. LOUIS, Jan. 26, 2021 – Peabody (NYSE: BTU) today announced the expiration and final results of its previously announced offer to exchange (the “Exchange Offer”) any and all of its 6.000% Senior Secured Notes due 2022 (the “Existing Notes”) for (i) new 10.000% Senior Secured Notes due December 31, 2024 (the “New Co-Issuer Notes”) to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody, and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody, and (ii) new 8.500% Senior Secured Notes due December 31, 2024 (the “New Peabody Notes” and together with the New Co-Issuer Notes, the “New Notes”) to be issued by Peabody.

The Exchange Offer expired at 11:59 p.m., New York City time, on January 25, 2021 (the “Expiration Date”). As of the Expiration Date, according to information provided to Peabody by Global Bondholder Services Corporation, the Information Agent and Exchange Agent for the Exchange Offer, approximately $398.69 million in aggregate principal amount of the Existing Notes, representing approximately 86.86% of the total outstanding principal amount of the Existing Notes, had been validly tendered and accepted for exchange by Peabody in connection with the Exchange Offer.

Peabody expects the settlement of the Exchange Offer to occur on or about January 29, 2021 (the “Settlement Date”), subject to customary closing conditions. In connection with the settlement of the Exchange Offer, Peabody expects that each $1,000 principal amount of Existing Notes tendered on or prior to the Expiration Date will be exchanged into an amount of New Peabody Notes that, together with New Co-Issuer Notes received in exchange, the Pro Rata Payment (as defined below) and the early tender premium, will amount to $1,010 aggregate consideration received for each $1,000 of principal amount of Existing Notes tendered. Accordingly, at the participation level of 86.86%, in exchange for each $1,000 principal amount of Existing Notes validly tendered and accepted by Peabody, participating eligible holders of Existing Notes will receive $486.59 principal amount of New Co-Issuer Notes, $489.78 principal amount of New Peabody Notes and a pro rata share per $1,000 principal amount of Existing Notes tendered by the Expiration Date of a cash payment of $9,420,000 equal to $23.63 in cash (the “Pro Rata Payment”), as well as the early tender premium of $10.00 in cash.

Concurrently with the Exchange Offer, Peabody solicited consents (the “Consent Solicitation”) from holders of Existing Notes to certain proposed amendments to the indenture governing the Existing Notes (the “Existing Indenture”) to (i) eliminate substantially all of the restrictive covenants, certain events of default applicable to the Existing Notes and certain other provisions contained in the Existing Indenture, and (ii) release the collateral securing the Existing Notes and eliminate certain other related provisions contained in the Existing Indenture (the “Existing Indenture Amendments”). The Existing Indenture Amendments require the consent of holders of a majority in aggregate principal amount of the outstanding Existing Notes, with the exception of the amendments to release all of the collateral securing the Existing Notes, which require the consent of holders of 66-2/3% in aggregate principal amount of the outstanding Existing Notes. As of the withdrawal deadline, Peabody had received consents sufficient to approve the Existing Indenture Amendments and on January 8, 2021, together with the parties to the Existing Indenture, entered into a supplemental indenture containing such Existing Indenture Amendments, which amendments will not become operative until completion of the Exchange Offer on the Settlement Date. Following the Existing Indenture Amendments becoming operative, any Existing Notes that remain outstanding following the Settlement Date will no longer be secured or have the benefit of the restrictive covenants, events of default and other provisions referred to above.

On December 24, 2020, Peabody entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with certain of its subsidiaries, each of the revolving lenders under Peabody’s credit agreement, the administrative agent under Peabody’s credit agreement, and certain holders, or investment advisors, sub-advisors, or managers of discretionary accounts that hold the Existing Notes, pursuant to which the parties agreed, among other things and subject to the terms thereof, to effectuate the Exchange Offer described herein. On December 31, 2020, the same parties entered into an Amended and Restated Transaction Support Agreement, which clarifies certain provisions detailed in the term sheet and descriptions of notes attached as exhibits to the Transaction Support Agreement.

In connection with the Exchange Offer and within 15 days of the Settlement Date, Peabody has agreed to make an offer to purchase up to $22.5 million in aggregate accreted value of the New Peabody Notes at a purchase price equal to 80% of the accreted value of the New Peabody Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable purchase date.

The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and any applicable state securities laws.

This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The Exchange Offer is not being made to holders of Existing 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, serving customers in more than 25 countries on six continents. We provide 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, including the Company’s ability to consummate the Exchange Offer and Consent Solicitation and the Company’s expectations regarding future liquidity, cash flows, mandatory debt payments and other expenditures. 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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Document and Entity Information	Jan. 26, 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. 26, 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