SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)

Peabody Energy Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

704549203

(CUSIP Number)

Michael A. Schwartz, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

Telephone: (212) 728-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 17, 2017

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the common shares, par value $0.01 per share, of Peabody Energy Corporation, a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on October 24, 2016, as amended by Amendment No. 1 filed on December 9, 2016 (collectively, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4 is hereby supplemented and amended by adding the following information thereto:

On January 20, 2017, the Master Fund along with certain other equity holders and certain members of the Ad Hoc Group of Non-Consenting Creditors in the Chapter 11 Cases (together with the Master Fund, the “Commitment Parties”) executed and delivered to Peabody Energy Corporation (the “Company”) and the Official Committee of Unsecured Creditors a Backstop Commitment Letter (the “Backstop Commitment Letter”). On or about January 17, 2017, the Commitment Parties submitted a restructuring proposal to the Company, but the Company informed the Commitment Parties of certain concerns it had regarding the restructuring proposal. The Backstop Commitment Letter supersedes such restructuring proposal in all respects.

The Backstop Commitment Letter provides that, if the Debtors countersign the Backstop Commitment letter, the Commitment Parties and the Debtors will cooperate and negotiate in good faith the terms of a long-form agreement (the “Backstop Commitment Agreement”) consistent with the terms of the Backstop Commitment Letter that would supersede the Backstop Commitment Letter.

Under the Backstop Commitment Letter, the Commitment Parties have committed, among other things, to exercise any subscription rights that remain unfilled at the conclusion of a proposed $1,770,000,000 equity rights offering (the “Rights Offering”) of reorganized Peabody Energy Corporation (“Reorganized Peabody”), which will provide a portion of the financing for a proposed restructuring of the Debtors contemplated by the Backstop Commitment Letter (the “Alternative Transaction”). The Alternative Transaction would be different from the plan of reorganization filed by the Debtors with the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”) on December 22, 2016.

The Alternative Transaction is described in the “Plan Term Sheet,” attached as Exhibit C to the Backstop Commitment Letter. Pursuant to the Alternative Transaction, each holder of equity (including the Master Fund) of the Company will receive its pro rata share of warrants for 5% of the shares of Reorganized Peabody exercisable for seven years at a valuation at which convertible noteholders receive a par recovery. The price per share in the Rights Offering is to be determined using a plan enterprise value of $6,750,000,000 (the “Plan Enterprise Value”) and applying a 45% discount thereto. The Master Fund believes that the actual enterprise value of the Debtors is substantially higher than the Plan Enterprise Value but agreed to become a Commitment Party for the investment opportunity of acquiring equity of Reorganized Peabody at a price substantially lower than its intrinsic value.

In addition, the Alternative Transaction contemplates, among other things, that (i) each holder of an Allowed First Lien Lender Claim¹ will receive its aggregate pro rata share of cash equal to the full amount of its Allowed First Lien Lender Claims, including interest at the default rate, (ii) each holder of an Allowed Second Lien Notes Claim will receive either (A) Reinstatement of any Allowed Second Lien Notes Claim or (B) an option to exchange such Second Lien Notes for its pro rata share (based on 100% of the Allowed Second Lien Note Claims) of (x) $750 million in cash (75% of the stated principal amount of the Second Lien Notes, excluding accrued and unpaid interest) and (y) 17.4% of the shares in Reorganized Peabody (which shall be subject to dilution as described in the Plan Term Sheet), (iii) each holder of an Allowed Unsecured Senior Notes Claim will receive the holder’s pro rata share of (A) 100% of shares of Reorganized Peabody less any shares of Reorganized Peabody that holders of Allowed Second Lien Notes Claims elect to receive (which shall be subject to dilution as described in the Plan Term Sheet) and (B) the Section 1145 Equity Rights and (iv) each holder of convertible notes will receive its pro rata share of warrants for 20% of shares of Reorganized Peabody, exercisable for seven years at a valuation at which participating holders of Allowed Unsecured Senior Notes Claims receive a par recovery. Participants in the Rights Offering will also be granted oversubscription rights such that any subscription rights that remain unfilled by the participants of the Rights Offering may be subscribed for by other Rights Offering participants.

The obligations of the Debtors to issue shares in the Rights Offering, and of the Commitment Parties to purchase their commitments contemplated by the Backstop Commitment Letter, are subject to certain conditions, including, among other things, (i) execution and delivery by the Commitment Parties and the Debtors of the Backstop Commitment Agreement in form and substance reasonably acceptable to the requisite number of Commitment Parties and the Debtors, (ii) consummation of the transactions contemplated by the Backstop Commitment Letter and (iii) receipt of final orders from the Bankruptcy Court approving the transactions contemplated by the Backstop Commitment Letter. In exchange for their commitments to exercise any unfilled subscription rights, the Commitment Parties would receive, among other things, a backstop commitment premium (payable in the form of new common stock of Reorganized Peabody) and penny warrants for shares of Reorganized Peabody.

The Backstop Commitment Letter is subject to termination (i) automatically upon execution and delivery of the Backstop Commitment Agreement, (ii) upon approval or authorization by the Bankruptcy Court of any reorganization or similar transaction other than the Alternative Transaction or if the Debtors enter into any agreement providing for any such transaction, (iii) on April 28, 2017 (which date may be extended or waived (but not to a date later than June 30, 2017) in certain circumstances) (iv) if the board of directors of Peabody Energy Corporation determines in good faith, based upon the advice of outside legal counsel, that continued performance under the Backstop Commitment Letter would be inconsistent with the exercise of its fiduciary duties under applicable law, and (v) upon the occurrence of material breaches of a party’s representations, warranties or covenants contained in the Backstop Commitment Letter if such breaches remain uncured for 5 business days following written notice thereof.

The foregoing description of the Backstop Commitment Letter and any exhibits thereto is qualified in its entirety by reference to the form of the Backstop Commitment Letter, including the Plan Term Sheet attached as Exhibit C thereto, which is filed as Exhibit 99.3 to this Amendment No. 2.

The information contained in this Amendment No. 2 is not intended, and should not be construed, as part of any “solicitation” process or related purpose, as such term is defined, described, or referenced under title 11 of the United States Code or otherwise. Such information is included in this Amendment No. 2 for the purpose of compliance with Regulation 13D-G under the Securities Exchange Act of 1934, as amended.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby supplemented and amended by adding the following information thereto:

The information contained in Item 4 of this Amendment No. 2 is incorporated herein by reference.

[Signatures on following page]

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Exhibit 99.3

January 20, 2017

CONFIDENTIAL

Peabody Energy Corporation

701 Market Street

St. Louis, MO 63101

Attention: A. Verona Dorch, Chief Legal Officer

Official Committee of Unsecured Creditors of Peabody Energy Corporation

Morrison & Forrester LLP

250 55th Street

New York, New York 10019-9601

Attention: Lorenzo Marinuzzi

Backstop Commitment Letter

Ladies and Gentlemen:

Peabody Energy Corporation (the “Company”), and its direct and indirect subsidiaries (the Company , together with its direct and indirect subsidiaries, each a “Debtor” and, collectively, the “Debtors”) filed on April 13, 2016 voluntary cases under title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as now in effect or hereinafter amended, and the rules and regulations promulgated hereunder, the “Bankruptcy Code”), in the United States Bankruptcy Court for the Eastern District of Missouri, (together with any court with jurisdiction over such cases, the “Bankruptcy Court”), which cases are being jointly administered under the case number 16-42529-399 (Bankr. E.D. Mo.) (the “Chapter 11 Cases”). Each of the Debtors has continued to operate its business as a debtor and debtor in possession during its Chapter 11 Cases. In connection with the financing of a proposed plan of reorganization described below, certain equity holders and certain members of the Ad Hoc Group of Non-Consenting Creditors that are signatories hereto as of January 20, 2017 (which shall be the effective date of this backstop commitment letter (this “Commitment Letter”)) (the “Commitment Parties”) and are holders of unsecured notes claims of the Debtors, second lien notes issued by the Debtors and convertible notes issued by the Debtors are prepared to “backstop” an equity rights offering to be consummated through a joint chapter 11 plan of reorganization for the Debtors upon the terms and conditions set forth on Exhibit A hereto (such Exhibit, hereinafter referred to as the “Term Sheet”). Each Commitment Party and each entity that, after the date hereof and in accordance with this Commitment Letter, as to which a Backstop Commitment (as defined below) is transferred pursuant to the second paragraph of Section 6 hereof, is referred to herein, individually, as a “Commitment Party” and, collectively, as the “Commitment Parties”. Capitalized terms used in this Commitment Letter that are not otherwise defined shall have the meanings ascribed to such terms in the Term Sheet. The term “Business Day” as used herein shall mean any day, other than a Saturday, Sunday or legal holiday, as defined in Bankruptcy Rule 9006(a).

The Term Sheet provides, among other things, that each holder of claims evidenced by, arising under or in connection with (a) the 2018/2021 Senior Notes Indenture (as it relates to the 6.00% senior unsecured notes due November 2018), the 6.00% senior unsecured notes due November 2018 or other agreements related thereto, against the Company, the Debtors set forth on Exhibit B under the heading “Encumbered Guarantor Debtors” (the “Encumbered Guarantor Debtors”) and the Debtors set forth on Exhibit B under the heading “Gold Fields Debtors” (the “Gold Fields Debtors”); (b) the 2020 Senior Notes Indenture, the 6.50% senior unsecured notes due September 2020 or other agreements related thereto, against the Company, the Encumbered Guarantor Debtors and the Gold Fields Debtors; (c) the 2018/2021 Senior Notes Indenture (as it relates to the 6.25% senior unsecured notes due November 2021), the 6.25% senior unsecured notes due November 2021 or other agreements related thereto, against the Company, the Encumbered Guarantor Debtors and the Gold Fields Debtors; and (d) the 2026 Senior Notes Indenture, the 7.875% senior unsecured notes due November 2026 or other agreements related thereto, against the Company, the Encumbered Guarantor Debtors and the Gold Fields Debtors (collectively, the “Allowed Senior Unsecured Notes Claims”), as of the record date set therefor, shall be granted rights (the “Subscription Rights”) entitling such holder to subscribe for up to its pro rata share of a number of common shares of reorganized Peabody Energy Corporation (or a newly-formed Delaware corporation or other entity as successor thereto), in each case, as provided for in the Term Sheet (the “Shares”) in a rights offering (the “Rights Offering”, and such Shares offered thereunder, the “Rights Offering Shares”), which Rights Offering Shares, collectively, will reflect an aggregate purchase price of $1,770,000,000 calculated by multiplying the number of Shares offered in the Rights Offering by a price per Share reflective of the Plan Enterprise Value less a 45% discount thereto (the “Purchase Price”). All holders of Allowed Senior Unsecured Notes Claims shall have the right, but not the obligation, to participate in the Rights Offering as provided in the Term Sheet. Each holder of Allowed Senior Unsecured Notes Claims, including, the Commitment Parties, that exercises all of it Subscription Rights to purchase the Rights Offering Shares shall have the right. but not the obligation, to subscribe, for the Per Share Price (as defined in the Term Sheet) and otherwise on the terms and subject to the conditions set forth in the Plan and the Rights Offering Procedures (as defined in the Term Sheet), for any Rights Offering Shares that have not been subscribed by holders of Allowed Senior Unsecured Notes Claims.

The proposed plan of reorganization (the “Plan”), the principal terms of which are set forth on the restructuring term sheet annexed hereto as Exhibit C (the “Restructuring Term Sheet”), provides, among other things:

(a) an enterprise value of $6,750,000,000;

(b) Exit Facility and potentially New Second Lien Notes in an aggregate amount of $2,000,000,000;

(c) the Rights Offering;

(d) exit costs in the amount of $500,000,000; and

(e) a long-term management incentive plan on market terms and at market economics.

As a result of the Plan,

(a) First Lien Lender Claims will be paid in full in cash;

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(b) The Second Lien Notes will either be reinstated or holders of Second Lien Notes Claims will have the option to exchange their Second Lien Notes Claims for the right to receive their pro rata share (based on 100% of the Second Lien Note Claims) of $750 million in cash and 17.4% of the reorganized equity, subject to dilution, as described in the Term Sheet;

(c) Allowed Senior Unsecured Notes Claims will have subscription rights as described in the Term Sheet and will receive 100% of the reorganized equity less any reorganized equity holders of Second Lien Notes Claims elect to receive, subject to dilution, as described in the Term Sheet;

(d) Unsecured Subordinated Debenture Claims will receive Cashless A Warrants, as defined and described in the Term Sheet;

(e) PEC Interests will receive Cashless B Warrants, as defined and described in the Term Sheet; and

(f) Non-Note General Unsecured Claims shall receive their pro rata share of $70,000,000 in cash and/or certain other consideration as provided for in the Restructuring Term Sheet (including the option to share in the recovery given to Allowed Senior Unsecured Notes Claims).

1. Backstop Commitment.

(a) Each Commitment Party shall (i) fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise at the Purchase Price (each a “Subscription Rights Commitment” and, collectively, the “Subscription Rights Commitments”) (ii) vote all of its claims held against the Debtors in favor of the Plan, and (iii) purchase (on a several and not joint basis) the Rights Offering Shares (at a price per Share equal to the Purchase Price) that are not purchased as part of the Rights Offering by holders of Allowed Unsecured Notes Claims that are not Commitment Parties, in accordance with the percentage set forth on Schedule I hereto opposite the name of such Commitment Party, as the percentage on such Schedule I may be adjusted from time to time in accordance with Section 6 hereof (as to each Commitment Party, its “Backstop Commitment Percentage”), on the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheet (each a “Backstop Commitment” and, collectively, the “Backstop Commitments”). The Subscription Rights Commitment together with the Backstop Commitment of a Commitment Party are referred to herein as the “Commitment” of such Commitment Party, and, collectively with the Commitment of each other Commitment Party, the “Commitments”. The issuance of Rights Offering Shares to the Commitment Parties in respect of the Backstop Commitments shall be exempt from the registration requirements of the securities laws pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, or another available exemption from registration.

(b) The Commitment Parties and, by countersigning this Commitment Letter, the Debtors, hereby agree to cooperate, negotiate in good faith and seek to execute promptly following the date hereof a long-form “backstop commitment agreement” (including any exhibits and schedules thereto, hereinafter collectively referred to as the “Backstop Commitment Agreement”) on terms consistent with the Term Sheet, containing such other terms as are customary for transactions of this type and mutually acceptable and otherwise in form and substance acceptable to (i) the Commitment Parties holding at least 66^2/3% of the aggregate

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Backstop Commitment Percentage, and (ii) at least one-half in number of the Commitment Parties (with all funds and accounts that are affiliates of, or managed or advised by, the same Commitment Party or other entity to be considered as a single Commitment Party and all such Commitment Parties in clauses (i) and (ii), the “Requisite Commitment Parties”), and the Debtors. Upon its execution by the Commitment Parties, the Backstop Commitment Agreement shall supersede this Commitment Letter.

2. Certain Conditions.

The obligations of the Debtors to issue the Rights Offering Shares and the Commitment Parties to purchase their Commitments hereunder shall be subject to the execution and delivery by the Commitment Parties and the Debtors (which execution and delivery by the Debtors may be by order of the Court or pursuant to a confirmed plan of reorganization) of the Backstop Commitment Agreement, which shall be on terms consistent with the Term Sheet, containing such other terms as are customary for transactions of this type and mutually acceptable, and otherwise in form and substance reasonably acceptable to the Requisite Commitment Parties and the Debtors.

3. Termination.

This Commitment Letter shall terminate (i) automatically, without further action or notice by any person, upon the execution and delivery of the Backstop Commitment Agreement by the Company subsequent to its execution of this Commitment Letter and each Commitment Party and each other additional Commitment Party, if any, that joins this Commitment Letter pursuant to Section 6 hereof, (ii) upon consummation of any Alternative Transaction (as defined in the Term Sheet), (iii) April 28, 2017 (the “Outside Date”); provided, that the Outside Date may be waived or extended (but in no event beyond June 30, 2017) with the prior written consent of the Requisite Commitment Parties, (iv) subsequent to its execution of this Commitment Letter, upon written notice by the Company if the board of directors of the Company determines that continued performance under this Commitment Letter (including taking any action or refraining from taking any action) would be inconsistent with the exercise of its fiduciary duties under applicable law (as reasonably determined by the board of directors of the Company in good faith after consultation with outside legal counsel and based on the advice of such counsel), or (v) subsequent to its execution of this Commitment Letter, upon written notice by the Company, on the one hand, or the Requisite Commitment Parties, on the other hand, as applicable, of such termination if the other parties have materially breached their representations, warranties or covenants contained herein and such breach is not otherwise cured by the breaching party within five (5) Business Days of receipt of written notice of such breach from the non-breaching party. Additionally, subsequent to its execution by the Company, this Commitment Letter may be terminated and the transactions contemplated hereby may be abandoned at any time by mutual written consent of the Company and the Requisite Commitment Parties. Upon any termination pursuant to the terms herein, this Commitment Letter shall forthwith become void and there shall be no further obligations or liabilities on the part of the Debtors or the Commitment Parties; provided, that the Debtors’ reimbursement obligations pursuant to Section 4 of this Commitment Letter, the Backstop Commitment Premium (as defined in the Term Sheet) and indemnification obligations pursuant to Section 5 of this Commitment Letter shall survive the termination of this Commitment Letter indefinitely and shall remain in full force and effect, in each case so long as the BCA Approval Order (as defined in the Term Sheet) has been entered by the Bankruptcy Court prior to the date of termination.

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4. Fees.

So long as the BCA Approval Order has been entered by the Bankruptcy Court prior to the date of termination, the Debtors shall reimburse the fees and expenses of the Commitment Parties in accordance with the BCA Approval Order. If this Commitment Letter is terminated and the BCA Approval Order shall not have been entered prior to the date of such termination, nothing contained herein shall limit or restrict (i) the Commitment Parties from seeking allowance and payment of such fees and expenses of the Commitment Parties as administrative expenses of the Debtors’ estates under the Bankruptcy Code, including under Sections 503(b) and 507 thereof or (ii) the Debtors’ right to object thereto.

5. Indemnification.

(a) Subject to entry of the BCA Approval Order, if following the date hereof any action, suit or proceeding (related to or arising from this Commitment Letter or the transactions contemplated hereby or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing) shall be commenced against, or any claim or demand (related to or arising from this Commitment Letter or the transactions contemplated hereby) shall be asserted against any of the Commitment Parties by a third-party, then the Debtors together with their successors, on a joint and several basis, (each, an “Indemnifying Party”) shall indemnify, defend and hold harmless each Commitment Party and each of such Commitment Party’s affiliates and each of their respective officers, directors, managers, partners, stockholders, employees, advisors, agents and other representatives and any affiliate of the foregoing, and each of its respective successors and permitted assigns (each, an “Indemnified Party”) from and against, and shall promptly reimburse each Indemnified Party for, all losses, damages, liabilities, costs and expenses, including, without limitation, interest, court costs and reasonable attorneys’ fees and expenses arising or resulting from or in connection with any such action, suit or proceeding by a third-party (collectively, “Indemnified Liabilities”); provided, however that Indemnified Liabilities shall exclude any portion of such losses, damages, liabilities, costs or expenses found by a final, non-appealable judgment of a court of competent jurisdiction to arise from an Indemnified Party’s gross negligence, willful misconduct or fraud.

(b) Each Indemnified Party entitled to indemnification hereunder shall (i) give prompt written notice to the Indemnifying Party of any claim with respect to which it seeks indemnification or contribution pursuant to this Commitment Letter and (ii) permit such Indemnifying Party to assume the defense of such claim with counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party; provided, however, that any Indemnified Party entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (x) the Indemnifying Party has agreed in writing to pay such fees and expenses, (y) the Indemnifying Party shall have failed to assume the defense of such claim within twenty (20) days of delivery of the written notice of the Indemnified Party with respect to such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to such Indemnified Party or (z) in the

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reasonable judgment of such Indemnified Party, based upon advice of its counsel, a conflict of interest may exist between such Indemnified Party and the Indemnifying Party with respect to such claims (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of such Indemnified Party). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnified Party shall be required by an Indemnifying Party to, (i) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such claim or litigation, (ii) enter into any settlement that attributes, by its terms, liability to the Indemnified Party, or (iii) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnified Party (which consent shall not be unreasonably withheld), no Indemnifying Party shall be permitted to consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnified Party other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (y) above, or is not entitled to assume or continue the defense of such claim pursuant to clause (z) above, the Indemnified Party shall have the right without prejudice to its right of indemnification hereunder to, in its discretion, exercise in good faith and upon advice of counsel its rights to contest, defend and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided, however that at least ten (10) days prior to any settlement, written notice of its intention to settle is given to the Indemnifying Party. If requested by the Indemnifying Party, the Indemnified Party agrees (at no expense to the Indemnified Party) to cooperate with the Indemnifying Party and its counsel in contesting any claim that the Indemnifying Party elects to contest.

6. Transfer and Assignment; Third Party Beneficiaries.

Commitment Parties shall not be entitled to transfer, directly or indirectly, all or any portion of their Backstop Commitments except as expressly provided in this Section 6. Each Commitment Party shall have the right to transfer, directly or indirectly, all or any portion of its Backstop Commitment to (i) any investment fund the primary investment advisor to which is such Commitment Party or an affiliate thereof (an “Affiliated Fund”) or (ii) one or more special purpose vehicles that are wholly owned by one or more of such Commitment Party and its Affiliated Funds, created for the purpose of holding such Backstop Commitment or holding debt or equity of the Debtors, provided, that such Commitment Party either (A) shall have provided an adequate equity support letter or a guarantee of such special purpose vehicle’s Backstop Commitment in form and substance reasonably acceptable to the Debtors or (B) shall remain obligated to fund such Backstop Commitment; provided, further that such special purpose vehicle shall not be related to or affiliated with any portfolio company of such Commitment Party or any of its affiliates or Affiliated Funds (other than solely by virtue of its affiliation with such Commitment Party) and the equity of such special purpose vehicle shall not be directly or indirectly transferable other than to such entities described in clauses (i) or (ii) above, and in such manner as such Commitment Party’s Backstop Commitment is transferable pursuant to this

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paragraph (each of the entities referred to in clauses (i) and (ii) above, an “Ultimate Purchaser”). In each case of a Commitment Party’s transfer of all or any portion of its Backstop Commitment pursuant to this paragraph, (1) the Ultimate Purchaser shall have provided a written agreement to the Company and counsel to the Commitment Parties subsequent to its execution of this Commitment Letter under which it (x) confirms that it is an “accredited investor” within the meaning of Rule 501(a) of the Securities Act or a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, (y) agrees to purchase such portion of such Commitment Party’s Backstop Commitment and (z) agrees to be fully bound by, and subject to, this Commitment Letter as a Commitment Party hereto, and (2) the transferring Commitment Party and the Ultimate Purchaser shall have duly executed and delivered to the Debtors written notice of such transfer; provided, however, that no such transfer shall relieve the transferring Commitment Party from any of its obligations under this Commitment Letter. Notwithstanding anything to the contrary, the terms “Commitment Party” and “Commitment Parties” shall include any Ultimate Purchaser pursuant to the provisions of this paragraph.

In addition to transfers pursuant to the preceding paragraph, each Commitment Party shall have the right to transfer, directly or indirectly, all or any portion of its Backstop Commitment to any other entity; provided, that (i) with respect to any such transfer of a Backstop Commitment to a single transferee, the amount of such Backstop Commitment is no less than $5,000,000, or all of the Backstop Commitment of such Commitment Party or the Backstop Commitment of any fund or account on behalf of which such Commitment Party is acting if such Commitment Party, fund or account holds a Backstop Commitment representing less than $10,000,000, (ii) with respect to any transferee that is not a Commitment Party, such transferee agrees, pursuant to a joinder agreement, substantially in the form attached hereto as Annex A (“Joinder Agreement”), to be bound by the obligations of such Commitment Party under this Commitment Letter, and each of such Commitment Party, such transferee and the Company shall have duly executed and delivered to each other a copy of such Joinder Agreement, and (iii) with respect to any transferee that is a Commitment Party, such transferee and the transferring Commitment Party shall have duly executed and delivered to Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) acting solely on behalf of the Requisite Commitment Parties, and, after execution of this agreement by the Debtors, the Debtors, written notice of such transfer in form and substance reasonably acceptable to the Requisite Commitment Parties and the Debtors, as the case may be, and Milbank acting solely on behalf of the Requisite Commitment Parties and the Debtors, as the case may be, shall have delivered countersigned copies of such notice to such transferee and the transferring Commitment Party, and provided, further, that (except with respect to a transfer to a Commitment Party) (i) either the Requisite Commitment Parties or the Debtors, acting in good faith, shall have determined, in their reasonable discretion after due inquiry and investigation, that the proposed transferee is reasonably capable of fulfilling such obligations, or (ii) absent such a determination, the proposed transferee shall have deposited with an agent of the Debtors or into an escrow account under arrangements satisfactory to the Requisite Commitment Parties or the Debtors funds sufficient, in the reasonable determination of the Requisite Commitment Parties or the Debtors, to satisfy such proposed transferee’s Backstop Commitment. Upon compliance with this paragraph, the transferring Commitment Party shall be deemed to relinquish its rights (and be released from its obligations, except for any claim for breach of this Commitment Letter that occurs prior to such transfer) under this Commitment Letter to the extent of such transferred

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rights and obligations, and the transferee shall be fully bound as a Commitment Party hereunder for all purposes of this Commitment Letter. Any transfer made in violation of this paragraph shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Debtors or any Commitment Party, and shall not create any obligation or liability of any Debtor or any other Commitment Party to the purported transferee. Upon the effectiveness of any transfer of all or a portion of a Backstop Commitment pursuant to this Section 6, Milbank, acting solely on behalf of the Requisite Commitment Parties, and/or the Company shall update Schedule I hereto, as applicable, to reflect such transfer, and such updates shall not constitute an amendment to this Commitment Letter. The Company shall provide a copy of any such transfer notice, Joinder Agreement or other agreement entered into in connection with any transfers pursuant to this Section 6, together with any updates to Schedules IA and/or IB hereto, to counsel to the Commitment Parties promptly, and in any event within one (1) Business Day following receipt by the Company of any such agreement or notice or the date of any such update, as applicable.

Except as provided in this Section 6, neither this Commitment Letter nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the Company (subsequent to its execution hereof) and the Requisite Commitment Parties, which consent shall not be unreasonably withheld, conditioned or delayed, and any purported assignment in violation of this Section 6 shall be void ab initio.

Except as provided in Section 5 of this Commitment Letter with respect to the Indemnified Party, this Commitment Letter is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Commitment Letter.

7. Representations and Warranties.

(a) Each of the Commitment Parties severally and not jointly represents and warrants to the Debtors as follows:

(i) Such Commitment Party has been duly organized or formed, as applicable, and is validly existing in good standing under the applicable laws of its jurisdiction of organization or formation. Such Commitment Party has the requisite power and authority to enter into, execute and deliver this Commitment Letter and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by it of this Commitment Letter. This Commitment Letter has been duly and validly executed and delivered by such Commitment Party and, assuming due and valid execution hereof by the Company, constitutes its valid and binding obligation, enforceable against such Commitment Party in accordance with its terms. Such Commitment Party has, and will have on the dates its Commitments hereunder are required to be performed, sufficient funds available to purchase its Commitments hereunder on the terms contemplated by this Commitment Letter and the Term Sheet and to consummate the other transactions contemplated by this Commitment Letter and the Term Sheet.

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(b) The Company represents and warrants to the Commitment Parties as follows:

(i) The Company has been duly organized and is validly existing as a limited liability company in good standing under the applicable laws of the State of Delaware. The Company has the requisite power and authority to enter into, execute and deliver this Commitment Letter and to perform its obligations hereunder and has taken all necessary action required for the due authorization, execution, delivery and performance by it of this Commitment Letter. This Commitment Letter has been duly and validly executed and delivered by the Company and, subject to entry of any required orders of the Bankruptcy Court, and assuming valid execution hereof by the Commitment Parties, constitutes its valid and binding obligation, enforceable against the Company in accordance with its terms.

8. Confidentiality. Except as may be required by law or the Bankruptcy Court, the Company agrees to keep confidential and not provide or disclose any of the Backstop Commitment Percentages set forth in Schedule I hereto, except as provided herein.

9. Specific Performance.

The parties hereto agree that irreparable damage would occur if any provision of this Commitment Letter were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to an injunction or injunctions without the necessity of posting a bond to prevent breaches of this Commitment Letter or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in this Commitment Letter, no right or remedy described or provided in this Commitment Letter is intended to be exclusive or to preclude a party hereto from pursuing other rights and remedies to the extent available under this Commitment Letter, at law or in equity.

10. Governing Law; Jurisdiction.

This Commitment Letter shall be governed and construed in accordance with the laws of the State of New York without application of any choice of law provisions that would require the application of the laws of another jurisdiction. The parties hereto consent and agree that any action to enforce this Commitment Letter or any dispute, whether such dispute arises in law or equity, arising out of or relating to this Commitment Letter and the agreements, instruments and documents contemplated hereby shall be brought exclusively in the Bankruptcy Court. The parties consent to and agree to the exclusive jurisdiction of the Bankruptcy Court. Each of the parties hereby waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such party is not personally subject to the jurisdiction of the Bankruptcy Court, (ii) such party and such party’s property is immune from any legal process issued by the Bankruptcy Court or (iii) any litigation or other proceeding commenced in the Bankruptcy Court is brought in an inconvenient forum.

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11. Amendments.

This Commitment Letter represents the final agreement and the entire understanding among the parties hereto with respect to the subject matter hereof and may not be contradicted by evidence of prior or contemporaneous agreements and understandings of the parties. This Commitment Letter supersedes and replaces any prior understandings or proposals, whether oral, written or implied, between the parties hereto regarding the matters described herein. This Commitment Letter may only be modified, amended or supplemented as provided by the Term Sheet, or by an agreement signed by the Company (subsequent to the execution hereof) and the Requisite Commitment Parties, provided, that (a) any Commitment Party’s prior written consent shall be required for any amendment that would, directly or indirectly: (i) increase the amount of such Commitment Party’s Commitment, (ii) modify such Commitment Party’s Backstop Commitment Percentage (other than as described herein pursuant to Section 6), or (iii) have a materially adverse and disproportionate effect on such Commitment Party; (b) the prior written consent of each Commitment Party that is still a Commitment Party as of such date of amendment shall be required for any amendment to the definition of “Requisite Commitment Parties” or “Outside Date” herein; and (c) no amendment or modification of the rights or obligations of the Commitment Parties or the terms of the Rights Offering as set forth hereunder may be made unless the Requisite Commitment Parties consent to such amendment or modification. Notwithstanding the foregoing, the Schedule I hereto shall be revised as necessary without requiring a written instrument signed by the Company and the Requisite Commitment Parties to reflect changes in the composition of the Commitment Parties and Backstop Commitment Percentages as a result of transfers permitted in accordance with the terms and conditions of this Commitment Letter.

12. Counterparts.

This Commitment Letter may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to each other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

13. No Fiduciary Duties.

Notwithstanding anything to the contrary herein, the entry into this Commitment Letter and the transactions contemplated hereby shall not create any fiduciary duties between and among the Commitment Parties or other duties or responsibilities to each other, the Debtors, or any Debtor’s creditors or other stakeholders.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have duly executed this Commitment Letter as of the date first above written.

[Signature Page to Backstop Commitment Letter]

[Signature Page to Backstop Commitment Letter]

[Signature Page to Backstop Commitment Letter]

[Signature Page to Backstop Commitment Letter]

[Signature Page to Backstop Commitment Letter]

SCHEDULE I –BACKSTOP COMMITMENTS

ANNEX A

FORM OF JOINDER AGREEMENT

This joinder agreement (the “Joinder Agreement”) to the Backstop Commitment Letter dated January 20, 2017 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between the Company (as defined in the Agreement) and the Commitment Parties (as defined in the Agreement) is executed and delivered by                      (the “Joining Party”) as of             , 2017 (the “Joinder Date”). Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.

Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached to this Joinder Agreement as Annex I (as the same has been or may be hereafter amended, restated or otherwise modified from time to time in accordance with the provisions hereof). The Joining Party shall hereafter be deemed to be a “Commitment Party” for all purposes under the Agreement.

Representations and Warranties. The Joining Party hereby severally and not jointly makes the representations and warranties of the Initial Commitment Parties set forth in Section 7(a) of the Agreement to the Debtors as of the date of this Joinder Agreement.

Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York without application of any choice of law provisions that would require the application of the laws of another jurisdiction.

[Signature pages follow.]

IN WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to be executed as of the Joinder Date.

EXHIBIT A

PEABODY ENERGY CORPORATION

Backstop Term Sheet

This rights offering backstop term sheet (this “Term Sheet”) is not an offer or a solicitation with respect to any securities of Peabody Energy Corporation or Newco (as defined below) or any of Peabody Energy Corporation’s subsidiaries or affiliates. Any such offer or solicitation shall comply with all applicable securities laws and/or provisions of title 11 of the United States Code (as amended, the “Bankruptcy Code”). This Term Sheet is being provided in connection with that certain Backstop Commitment Letter, dated as of January 20, 2017 delivered by certain holders of other interests and claims against the Company (together with the exhibits and schedules attached thereto, the “Commitment Letter”) to Peabody Energy Corporation, on behalf of itself and its direct and indirect subsidiaries or such other entity acting as plan proponent of the Debtors’ estate (collectively, the “Company”), and sets forth certain principal terms and conditions of the rights offering and backstop transactions contemplated by that certain Restructuring Term Sheet annexed to the Commitment Letter as Exhibit C (the “Restructuring Term Sheet”).

Capitalized terms that are used and not otherwise defined herein shall have the meanings given to them in the Commitment Letter or the Restructuring Term Sheet, as applicable.

RIGHTS OFFERING

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EXHIBIT B

Encumbered Guarantor Debtors

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Gold Fields Debtors

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Unencumbered Debtors

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EXHIBIT C

RESTRUCTURING TERM SHEET

Peabody Energy Corporation Plan Term Sheet

January 20, 2017

This term sheet (the “Term Sheet”) sets forth certain of the principal terms for the proposed restructuring (the “Restructuring”) of the obligations of Peabody Energy Corporation (“PEC”) and each of its direct and indirect debtor subsidiaries (each a “Debtor” and, collectively, the “Debtors” and, together with their non-Debtor affiliates, the “Company”) that have commenced cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”) on April 13, 2016 (the “Petition Date”).¹ The Restructuring contemplated herein shall be implemented pursuant to a proposed joint chapter 11 plan of reorganization for the Debtors (the “Plan”) and will provide adequate working capital to the Debtors and their respective non-Debtor subsidiaries, all as described below.

This Term Sheet does not include a description of all of the terms, conditions and other provisions that are to be contained in the definitive documentation necessary for the consummation of the Plan and the transactions to be contemplated therein, which will remain subject to discussion and negotiation in good faith among the following parties: (i) the Debtors or such other party that is authorized to file a plan of reorganization (the “Plan Proponent”); (ii) the Commitment Parties to the Backstop Commitment Letter to which this Restructuring Term Sheet is attached as Exhibit C (the “Commitment Letter” and, the Backstop Term Sheet attached as Exhibit A to the Commitment Letter, the “Backstop Commitment Letter”), each, a “Commitment Party” and, together with the Debtors, the “Parties,” and each individually, a “Party”). The transactions contemplated by this Term Sheet are subject to (1) satisfaction of all of the conditions set forth herein and in any definitive documentation evidencing the transactions comprising the Restructuring, (2) the negotiation and execution of definitive documents evidencing and related to the Restructuring contemplated herein, which documents shall be in form and substance consistent with this Term Sheet and reasonably acceptable to the Parties, and (3) entry of an order of the Bankruptcy Court confirming the Plan (the “Confirmation Order”) and the satisfaction of any conditions to the effectiveness thereof (the date of such effectiveness, the “Effective Date”).

Nothing in this Term Sheet shall be deemed to be the solicitation of an acceptance or rejection of a Plan. Further, nothing herein shall be an admission of fact or liability or deemed binding on the Parties.

I. Plan Process

II. Debtor Groups and Proposed Classification Scheme under the Plan

The Debtors will be divided into five “Debtor Groups” depending on their principal liabilities as follows:

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Under the Plan, Claims under the Debtors’ postpetition accounts receivable securitization facility (the “Securitization Facility Claims”),² Administrative Expense Claims and Priority Tax Claims (each as defined below) will not be classified. The remaining Claims against each Debtor Group will be divided into the following thirteen (13) classes:

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The proposed treatment of unclassified and classified Claims is set forth below.

III. Claims Treatment

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IV. Settlement and Compromise Incorporated into the Plan

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V. Other

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Schedule I

BACKSTOP COMMITMENT PERCENTAGE