PEABODY ANNOUNCES OFFER TO PURCHASE UP TO $38.607 MILLION IN AGGREGATE ACCRETE VALUE OF ITS 8.500% SECURE SENIOR TICKETS DUE 2024
ST. LOUIS, January 14, 2022 /PRNewswire/ — Peabody (NYSE: BTU) today announced its offer to purchase (the “To offer“) in cash up to $38.607 million (the “Redemption amount available“) in aggregate value of its 8.500% Senior Secured Notes due 2024 (the “Tickets 2024“) at a purchase price equal to 94.940% of the aggregate value of the 2024 Bonds to be redeemed, plus accrued and unpaid interest, as indicated in the Deed (as defined below), until the date of settlement, excluding this one, on the terms and subject to the conditions set forth in the offer to purchase, dated January 14, 2022 (the “Bid“). The offer is made to satisfy the requirements of the indenture.
The offer will expire at 5:00 p.m., New York City It’s time February 14, 2022, unless extended or terminated earlier by Peabody (the “Expiration date“). Subject to the Available Redemption Amount, for each $1,000 aggregate value of the 2024 Bonds validly tendered (and not validly withdrawn) prior to the Expiry Time and accepted by Peabody, holders of 2024 Bonds will receive $949.40 in cash (the “Offer price“), plus accrued and unpaid interest as set forth in the Indenture, up to but excluding the Settlement Date. Deposited 2024 Notes may be validly withdrawn at any time prior to Expiry Time, unless extended or terminated earlier by Peabody. The Settlement Expiry Date is currently expected to be the second business day following the Expiry Time. Simultaneously, Peabody is making a Debt Purchase Offer (the “Simultaneous LC deal offer“) under the credit agreement, dated January 29, 2021, between Peabody, the lenders therein from time to time and JPMorgan Chase Bank, NA, as administrative agent (the “LC agreement“).
If the aggregate aggregate value of the 2024 Bonds tendered into the Offer and the aggregate amount of principal and pledge of the Senior Debt (as defined in the LC Agreement) under the LC Agreement tendered into the Offer Competing LC Agreement collectively exceed the Available Buy-Back Amount of $380.607 million, Peabody will select the Notes, subject to applicable procedures of the Depository Trust Company, to be purchased on a pro rata basis with necessary adjustments so that no 2024 Notes in an unauthorized denomination will be purchased in part based on the aggregate aggregate value of the 2024 Bonds tendered.
For example, if $30 million the total cumulative value of the tickets is tendered and $20 million in the full amount of principal and senior debt covenant incurred under the LC agreement are offered in the concurrent LC agreement offering, Peabody would purchase $23,164,200 aggregate value of the Securities under the Offer, such Securities to be purchased on a pro rata basis in accordance with the procedures set out in the preceding paragraph. In this example, Peabody would also buy $15,442,800 Senior Senior Debt under the LC Agreement pursuant to the Concurrent LC Agreement Offering.
The 2024 Bonds are governed by a trust deed dated January 29, 2021, by and between Peabody, the guarantors thereto (the “Guarantors“) and Wilmington Trust, National Association, as trustee (the “Curator“) (as amended and restated by the First Supplementary Act, dated February 3, 2021, between Peabody, the Guarantors and the Trustee, and as amended, supplemented, restated or otherwise modified on the date hereof, the “Indenture“). Under the Trust Deed, within 30 days of December 31, 2021, the end of Peabody’s fourth fiscal quarter (this fiscal quarter, the “Quarterly debt redemption period“), Peabody is required to offer to purchase for cash an aggregate aggregate value of up to the available redemption amount of its outstanding 2024 Notes at the price described above. The Offer is intended to satisfy this requirement.
The Purchase Amount Available for the Offer is equal to 25% of $154431,000,000, being the aggregate principal and commitment amounts of Senior Debt (as defined in the Indenture) repurchased by Peabody under open market buybacks during the quarterly period of debt redemption. In addition, the Bid Price of $949.40 represents the price per $1,000 aggregate note value which is the weighted average redemption price of all senior senior debt redeemed by Peabody during the quarterly debt redemption period.
Neither Peabody, its board of directors (or any of its committees), Wilmington Trust, National Association, the Offer Depositary, nor the Trustee or their respective affiliates makes any recommendation as to whether Holders should whether or not to deposit all or part of their 2024 Bonds in the Offer.
This announcement is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The offer is made solely by the offer to purchase. The offer is not being made to holders of 2024 Bonds in any jurisdiction in which the making or acceptance of the offer would not be in accordance with securities, blue sky or other laws of such jurisdiction.
Peabody (NYSE:BTU) is a leading producer of coal, providing essential products to power baseload electricity for emerging and developed countries and creating the steel needed to build basic infrastructure. Our commitment to sustainability underpins our business today and helps shape our strategy for the future. For more information, visit PeabodyEnergy.com.
This press release contains forward-looking statements within the meaning of 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 variations of words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”. , “plans”, “target”, “would”, “will”, “should”, “aim”, “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or forecasts regarding future conditions, events or results. All statements that address operating performance, events or developments that Peabody believes 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 related to strategic initiatives, demand for company products, cash flow, capital structure, market share, industry volume, other financial items, descriptions of management’s plans or objectives for future operations, and descriptions of assumptions underlying anything that precedes. All forward-looking statements speak only as of the date they are made and reflect Peabody’s good faith beliefs, assumptions and expectations, but are not guarantees of future performance or events. Further, Peabody disclaims any obligation to publicly update or revise any forward-looking statements, 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 could 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 continued impact of the COVID-19 pandemic and the factors described in Peabody’s annual report. Report on Form 10-K for the fiscal year ended December 31, 2020 and Peabody’s quarterly report on Form 10-Q for the three months ended September 30, 2021, and other factors that Peabody may describe from time to time in other filings with the SEC. You can obtain these deposits for free from the Peabody website at www.peabodyenergy.com. You should understand that it is not possible to predict or identify all of these factors and, therefore, you should not consider any such list to be a complete set of all potential risks or uncertainties.