Peabody Announces Expiration And Final Results Of Offer To Purchase Up To $22.5 Million In Aggregate Accreted Value Of Its 8.500% Senior Secured Notes Due 2024

Rhea-AI Summary

Peabody (NYSE: BTU) announced the final results of its cash offer to purchase up to $22.5 million of its 8.500% Senior Secured Notes due 2024. The offer expired on March 12, 2021, with $188.784 million in notes validly tendered. Due to the maximum tender amount being exceeded, notes were accepted on a pro rata basis at a proration factor of approximately 11.9%. Tendered notes accepted will pay holders $800 per $1,000 of accreted value plus accrued interest, with $172.642 million remaining outstanding.

Positive

• Successfully tendered $188.784 million in notes, indicating strong interest.
• Pro rata purchase of notes minimizes cash outlay while managing debt obligations.

Negative

• Excessive tendered amount reflects cash flow constraints, limiting the ability to repurchase more notes.
• Remaining $172.642 million in notes outstanding indicates ongoing debt obligations.

ST. LOUIS, March 15, 2021 /PRNewswire/ -- Peabody (NYSE: BTU) today announced the expiration and final results of its previously announced offer to purchase (the "Offer") for cash up to $22.5 million (the "Maximum Tender Amount") in aggregate accreted value of its 8.500% Senior Secured Notes due 2024 (the "2024 Notes") at a purchase price equal to 80% of the accreted value of the 2024 Notes to be repurchased, plus accrued and unpaid interest as set forth in the indenture for the 2024 Notes, to, but excluding, the settlement date, on the terms and subject to the conditions set forth in the Offer to Purchase, dated February 10, 2021 (the "Offer to Purchase"). The Offer was made to satisfy the requirements of the indenture for the 2024 Notes.

The Offer expired at 5:00 p.m., New York City time, on March 12, 2021 (the "Expiration Time").  As of the Expiration Time, according to the information provided to Peabody by Wilmington Trust, National Association, the depositary for the Offer (the "Depositary"), $188.784 million in aggregate accreted value of the 2024 Notes had been validly tendered and not validly withdrawn prior to the Expiration Time. Because the aggregate accreted value for all 2024 Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, such 2024 Notes were accepted by Peabody for purchase on a pro rata basis, as described in the Offer to Purchase, using a proration factor of approximately 11.9% (the "Proration Factor") and payment for such accepted 2024 Notes will be made on March 16, 2021. The Depositary will promptly return all 2024 Notes tendered that are not accepted for purchase.

Subject to the Maximum Tender Amount and the Proration Factor, for each $1,000 accreted value of 2024 Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted by Peabody, holders of 2024 Notes will receive $800.00 in cash, plus accrued and unpaid interest as set forth in the indenture for the 2024 Notes, to, but excluding, the settlement date.  After giving effect to the purchase of the tendered and accepted 2024 Notes, $172.642 million in aggregate accreted value of the 2024 Notes will remain outstanding.

This announcement is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell any securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Peabody (NYSE: BTU) is a leading coal producer, providing essential products to fuel baseload electricity for emerging and developed countries and create the steel needed to build foundational infrastructure. Our commitment to sustainability underpins our activities today and helps to shape our strategy for the future. For further information, visit PeabodyEnergy.com.

Contact: 
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. They may also include estimates of sales targets, cost savings, capital expenditures, other expense items, actions relating to strategic initiatives, demand for the company's products, liquidity, capital structure, market share, industry volume, other financial items, descriptions of management's plans or objectives for future operations and descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect Peabody's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, Peabody disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond Peabody's control, including the ongoing impact of the COVID-19 pandemic and factors that are described in Peabody's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2020, and other factors that Peabody may describe from time to time in other filings with the SEC. You may get such filings for free at Peabody's website at www.peabodyenergy.com. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties. 

 

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SOURCE Peabody

FAQ

What were the final results of Peabody's cash offer for its notes?

Peabody announced that $188.784 million of its notes were tendered, leading to a pro rata acceptance at a 11.9% proration factor.

When did Peabody's offer to purchase senior secured notes expire?

The offer expired on March 12, 2021 at 5:00 p.m. New York City time.

How much will holders receive for their tendered notes?

Holders will receive $800 for each $1,000 accreted value of notes accepted.

What is the remaining amount of Peabody's 2024 Notes after the buyback?

After the tender offer, $172.642 million in accreted value of the 2024 Notes will remain outstanding.

How does the pro rata acceptance affect Peabody's financial position?

The pro rata acceptance reflects cash flow constraints, as the total tendered exceeded the $22.5 million maximum.