Peabody Announces Extension of Expiry Date of Offer to Purchase Up to $ 13.281 Million in Cumulative Accumulated Value of its 8.500% Senior Secured Bonds due 2024
ST. LOUIS, August 6, 2021 / PRNewswire / – Peabody (NYSE: BTU) announced today that it has extended the expiration date of its previously announced takeover offer (the “To offer“) for cash up to 13 $0.281 million (the “Redemption amount available“) in the cumulative value of its 8.500% Senior Secured Notes maturing in 2024 (the”2024 Tickets“) at a purchase price equal to 73.840% of the accumulated value of the 2024 Bonds to be redeemed, plus accrued and unpaid interest as defined in the Deed (as defined below), up to, but excluding , the settlement date, for 5:00 p.m., New York City It’s time September 3, 2021 (as the same can be extended further, the “Expiration dateDeposited 2024 Notes may be validly withdrawn at any time prior to the Expiration Time, unless extended or terminated earlier by Peabody. 5:00 p.m., New York City It’s time August 6, 2021, $ 66,692.00 total principal amount of 2024 banknotes and $ 0 the total principal and commitment amounts of the priority lien obligations under the LC Agreement (as defined below) had been validly offered and not validly withdrawn. The Offer is being made under the terms and subject to the conditions set out in the Offer to Purchase, dated July 7, 2021 (the “Bid“). Unless otherwise stated in this press release, all other terms of the offer as described in the offer to purchase remain unchanged. The offer is made to satisfy the requirements of the deed.
Subject to the Available Redemption Amount, for each $ 1,000 accumulated value of 2024 tickets validly offered (and not validly withdrawn) prior to the expiration time and accepted by Peabody, 2024 ticket holders will receive $ 738.40 in cash (the “Offer price“), plus accrued and unpaid interest as set out in the trust deed, up to the settlement date, but excluding. The settlement date should currently be the second business day after the time of settlement. expiration. As previously noted, Peabody is making a concurrent debt repurchase offer (the “Concurrent LC deal offer“) under the credit agreement, dated January 29, 2021, among Peabody, the lenders who are parties thereto from time to time and JPMorgan Chase Bank, NA, as Administrative Agent (the “LC Agreement“).
If the cumulative cumulative value of the 2024 Bonds deposited within the framework of the Offer and the cumulative amounts in principal and in commitment of the Priority Bonds (as defined in the LC Contract) under the LC Contract deposited within the framework of the Offer Competitor LC collectively exceed the Available Redemption Amount of 13 $.281 million, Peabody will select which Notes, subject to applicable Depository Trust Company procedures, to purchase on a pro rata basis with necessary adjustments so that no 2024 Notes in an unauthorized denomination are purchased in part on the basis of cumulative value. cumulative of the 2024 Bonds tendered.
For example, if $ 15 million cumulative cumulative value of tickets are deposited as part of the offer and $ 10 million in the total amount of principal and commitments of the priority lien obligations incurred under the LC contract are deposited as part of the concurrent LC contract offer, Peabody would purchase $ 7,968,600 cumulative cumulative value of the Notes in the Offer, these Notes to be purchased on a pro rata basis in accordance with the procedures set out in the previous paragraph. In this example, Peabody would also buy $ 5,312,400 priority lien obligations under the LC Agreement under the Competing LC Agreement Offer.
The 2024 Bonds are governed by a trust deed dated January 29, 2021, by and among Peabody, the guarantors therein (the “Guarantors“) and Wilmington Trust, National Association, as trustee (the”Curator“) (as amended and updated by the First Supplementary Trust Deed, dated February 3, 2021, between Peabody, the Guarantors and the Trustee, and as amended, supplemented, restated or otherwise modified as of the date hereof, the “Indenture“). Under the Act, within 30 days of June 30, 2021, the end of Peabody’s second fiscal quarter (such fiscal quarter on “Quarterly debt buyback period“), Peabody is obligated to offer to purchase in cash a cumulative cumulative value of up to the Available Redemption Amount of its outstanding 2024 Bonds at the price described above. The Offer seeks to satisfy this requirement.
The Available Redemption Amount of the Offer is equal to 25% of the $ 53.127 million, which is the total amount of principal and senior debt obligations (as defined in the indenture) purchased by Peabody in open market buybacks during the quarterly debt buyback period. In addition, the offer price of $ 738.40 represents the price per $ 1,000 accumulated value of the notes which is the weighted average repurchase price for all senior debt repurchased by Peabody during the quarterly debt repurchase period.
None of Peabody, its Board of Directors (or any of its committees), Wilmington Trust, the National Association, the Offeror, the Trustee or their respective affiliates makes any recommendation as to whether or not the holders should deposit all or part of their 2024 Notes in the Offer.
This announcement does not constitute an offer to buy or sell, nor a solicitation of an offer to buy or sell securities. The Offer is made only by the Offer to Purchase. The Offer is not made to holders of 2024 Bonds in a jurisdiction in which the fulfillment or acceptance thereof would not comply with securities laws, blue sky or other laws of that jurisdiction. jurisdiction.
Peabody (NYSE: BTU) is a leading producer of coal, providing essential commodities to supply basic electricity to emerging and developed countries and create 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”, “intention”, “plans”, “believes”, “research”, “estimates”, “projects”, ” forecast ”,“ targets ”,“ would ”,“ will ”,“ should ”,“ objective ”,“ could ”or“ could ”or other similar expressions. Forward-looking statements provide management’s current expectations or forecasts regarding future conditions, events or results. All statements that deal with operating performance, events or developments that Peabody believes will occur in the future are forward-looking statements. They can also include estimates of sales targets, cost savings, capital spending, other expense items, actions related to strategic initiatives, demand for the company’s products, cash flow, structure of capital, market shares, industry volume, other financial elements, descriptions of management’s plans or objectives for future operations and descriptions of the assumptions underlying any of the items 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. Further, 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 which could cause actual results to differ materially from those suggested by forward-looking statements. Factors that may 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 factors described in Peabody’s annual report. Report on Form 10-K for the year ended December 31, 2020 and Peabody’s Quarterly Report on Form 10-Q for the three months ended June 30, 2021, and other factors that Peabody may describe from time to time in other filings with the SEC. You can get these documents free of charge 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 view such a list as a complete set of all potential risks or uncertainties.
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