August 9, 2018 - Peabody (NYSE: BTU) today announced that, according to information provided by Ipreo LLC, as Information and Tabulation Agent, the Company has received the Requisite Consents (as defined below) in its previously announced solicitations of consents (the "Consent Solicitations") to amend the indenture governing its 6.000% Senior Secured Notes due 2022 (CUSIP Nos. 70457L AA2 and U7049L AA6; ISIN No. USU7049LAA62) and 6.375% Senior Secured Notes due 2025 (CUSIP Nos. 70457L AB0 and U7049L AB4; ISIN No. USU7049LAB46) (collectively, the "Notes").
The Consent Solicitations are being made in accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement dated July 30, 2018 (the "Consent Solicitation Statement"), to holders of record as of July 30, 2018 (collectively, the "Holders"). The Consent Solicitations will expire at 5:00 p.m., New York City time, on Aug. 10, 2018 (the "Expiration Time").
The proposed amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture") would (1) amend the "Restricted Payments" covenant contained in Section 4.07 of the Indenture to permit an additional category of permitted Restricted Payments at any time not to exceed the sum of (x) $650.0 million, and (y) $150.0 million per calendar year, commencing with calendar year 2019, with unused amounts in any calendar year carrying forward to and available for Restricted Payments in any subsequent calendar year, and (2) amend the "Corporate Existence" covenant contained in Section 4.13 of the Indenture to permit the Company's senior management to make certain determinations regarding the maintenance of the corporate existence of the Company's Restricted Subsidiaries. Except for the foregoing, all the existing terms of the Notes will remain unchanged.
Holders who validly deliver and do not validly revoke consents prior to the Expiration Time will receive a consent fee of $10.00 in cash per $1,000.00 principal amount of 6.000% Senior Secured Notes due 2022 or $30.00 in cash per $1,000.00 principal amount of 6.375% Senior Secured Notes due 2025, subject to the receipt of the Requisite Consents described below. Holders of Notes that do not consent prior to the Expiration Time will not receive the applicable consent fee.
The applicable consent fee will be paid to consenting holders promptly after the Expiration Time, subject to customary conditions described in the Consent Solicitation Statement. The Company is soliciting consents as a single proposal from Holders of at least a majority in aggregate principal amount of the outstanding Notes of each series. Accordingly, adoption of the Proposed Amendments required the consent of Holders of at least a majority in aggregate principal amount of the Notes of each series outstanding, with the Notes of each series voting separately as a class (such consents, the "Requisite Consents").
The Company informed the trustee for the Notes today that the Requisite Consents had been delivered, and not revoked, with respect to approximately 60.14% of the outstanding aggregate principal amount of the 6.000% Senior Secured Notes due 2022 and approximately 61.31% of the outstanding aggregate principal amount of the 6.375% Senior Secured Notes due 2025. The receipt of the Requisite Consents makes all consents that have been validly delivered and not validly revoked prior to the Effective Time (as defined below), or that will be validly delivered prior to the Expiration Time, irrevocable. Accordingly, on Aug. 9, 2018, the Company and Wilmington Trust, National Association, as trustee entered into a supplemental indenture with respect to the Indenture reflecting the Proposed Amendments (the "Supplemental Indenture"). Although the Supplemental Indenture became effective upon its execution and delivery (the "Effective Time"), the Proposed Amendments shall become operative only after the applicable consent payments are paid.
The Company has retained J.P. Morgan Securities LLC to act as Solicitation Agent in connection with the Consent Solicitations.
Peabody is the leading global pure-play coal company and a member of the Fortune 500, serving power and steel customers in more than 25 countries on six continents. Peabody offers significant scale, high-quality assets, and diversity in geography and products. Peabody is guided by seven core values: safety, sustainability, leadership, customer focus, integrity, excellence and people.