PIC AU HOLDINGS LLC AND PIC AU HOLDINGS CORPORATION, WHOLLY OWNED SUBSIDIARIES OF PEABODY, ANNOUNCE AN EXTENSION OF THE EXPIRATION DATE OF THEIR PREVIOUSLY ANNOUNCED OFFER TO PURCHASE ALL SECURE TICKETS BY 10,000% EXPIRING IN 2024
ST. LOUIS, October 27, 2022 /PRNewswire/ — Wholly owned subsidiary of Peabody (NYSE: BTU), PIC AU Holdings LLC, a Delaware limited liability company (the “Main transmitter“), and PIC AU Holdings Corporation, a Delaware company (with the main issuer, the “Co-Issuers“), announced today that they have extended the expiration date of their previously announced cash tender offer (the “To offer“) all the $81,550,000 outstanding principal amount of their 10.000% Senior Secured Notes due 2024 (the “Remarks“), at a purchase price equal to 105.91% of the principal amount of the Notes repurchased under the offer, together with accrued and unpaid interest, if any, up to the settlement date of the offer excluded, 5:00 p.m., New York City It’s time November 18, 2022unless terminated earlier in accordance with the terms of the Offer and the Deed (the “Expiration date“). The Tendered Securities may be validly withdrawn at any time before the Expiry Time, unless terminated early by the Co-Issuers. 5:00 p.m., New York City It’s time October 27, 2022, $14,099,000 the full principal amount of the Notes had been validly tendered and not validly withdrawn. The offer is being made on the terms and subject to the conditions set forth in the co-issuer’s offer to purchase, dated September 19, 2022 (there “Bid“). Except as otherwise provided in this press release, all other terms of the offer as described in the offer to purchase remain unchanged.
The Notes are governed by an indenture dated January 29, 2021by and among the joint issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth in the indenture) (as amended and restated by the first indenture supplement dated February 3, 2021and as amended, supplemented, restated or otherwise modified on the date hereof, the “IndentureUnder the terms of the Trust Indenture, no later than 30 business days after any voluntary prepayment, redemption or redemption of Term Loans, the Co-Issuers are required to make an offer to purchase an amount in aggregate principal amount of Notes equal to the aggregate principal amount of Term Loans so prepaid, redeemed or redeemed. September 19, 2022the Co-Issuers repurchased approximately $20.4 million aggregate principal amount of their 10,000% senior secured term loan due 2024 (the “term loan“) at a weighted average purchase price of 105.91% of par, in accordance with the credit agreement dated January 29, 2021among the Co-Issuers, as Co-Borrowers, Lenders who are parties thereto from time to time and Wilmington Trust, National Association (as successor to JPMorgan Chase Bank, NA), as Administrative Agent, which governs the term loan (the “credit agreementAs such, the Offer seeks to satisfy the requirements of the Deed. In addition to the Offer and pursuant to the terms of the Credit Agreement, the Co-Issuers have concurrently made a separate offer of purchase of a total principal amount of the term loan must not exceed the lesser of (x) $61,194,954.99and (y) (i) the total principal amount of the Securities effectively repurchased under the Offer, less (ii) $20,355,045.01 at a purchase price of 105.91% of par. This offer to lenders under the term loan is also extended to remain open until November 18, 2022. The Offer is not conditional upon the separate offer to the Lenders under the Term Loan.
For each $1,000 principal amount of Bonds validly tendered (and not validly withdrawn) prior to the Expiry Time and accepted by the Co-Issuers for purchase under the Offering, Bondholders will receive $1,059.10 in cash, plus accrued and unpaid interest as set forth in the indenture, up to but not including the settlement date of the offer. The settlement-delivery date of the Offer is currently estimated at November 22, 2022the second business day following the expiry time.
This announcement is not an offer to buy or sell, or a solicitation of an offer to buy or sell, securities in any jurisdiction in which the manufacture or acceptance thereof would not be compliant with securities, blue sky or other laws of those jurisdictions.
Peabody (NYSE:BTU) is a leading coal producer, providing affordable and reliable energy and steelmaking essentials. Our commitment to sustainability underpins everything we do and shapes our strategy for the future.
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 forward-looking statements speak only as of the date they are made and reflect our good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Further, we disclaim 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 our control, including the continued impact of the COVID-19 pandemic. 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.
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