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Peabody And Elliott Management Enter Into Agreement; New Members To Be Appointed To Board Of Directors

 

 

February 5, 2020 - Peabody announced today that it will appoint several new members to the company's Board of Directors in conjunction with the February Board meeting, including Elliott Management Equity Partner Dave Miller, Elliott Management Portfolio Manager Samantha Algaze and tenured coal industry executive Darren Yeates. Peabody and Elliott have also agreed to add a fourth independent director with extensive mining operations experience, to be jointly identified by Peabody and Elliott. The company will also nominate each of the new directors, along with all current directors, for a full one-year term at the company's upcoming annual meeting of shareholders in May.

Peabody and Elliott, the company's largest shareholder, also have entered into a cooperation agreement outlining the relationship between the two companies. Elliott has agreed to certain customary standstill, voting and other provisions.  A copy of the agreement is being included in a Peabody Form 8-K filing with the Securities and Exchange Commission to be filed today.

"We're pleased to welcome these skilled and experienced professionals to our board," said Peabody Chairman Bob Malone. "Together they will bring a broad range of financial, portfolio and operational expertise that complements the strong skill sets and diverse perspectives already represented in our directors."

"We welcome this closer relationship with Elliott, which has been a substantial investor in Peabody's capital structure for more than four years," said Peabody President and Chief Executive Officer Glenn Kellow. "We are aligned in our objectives of maximizing value creation and shareholder returns. We look forward to benefitting from the contributions of these new directors."

"We are convinced that Peabody has significant unrealized potential," said Dave Miller. "Elliott has built a strong relationship with the team at Peabody in recent years, and we look forward to helping the company create substantial long-term value for all investors."

Dave Miller is Equity Partner, Senior Portfolio Manager and Head of U.S. Restructuring for Elliott Management, and a member of the Management Committee. Mr. Miller joined Elliott in 2003 after working in M&A and financing advisory roles at Peter J. Solomon Company. Mr. Miller is also currently a director of Acosta, a leading full-service sales and marketing agency; the Brazilian American Automotive Group, Inc., one of the largest automotive dealership groups in Latin America; and Arconic, a company specializing in lightweight metals engineering and manufacturing. Mr. Miller received a Bachelor of Arts from Harvard University.

Samantha Algaze is a Portfolio Manager at Elliott Management Corporation where she works on investments spanning multiple industries. She joined Elliott in 2013 after working at H.I.G. Capital in the Private Equity division. Prior to that, she was an analyst in Deutsche Bank's Real Estate, Gaming, Lodging & Leisure Investment Banking Group. Ms. Algaze is also currently serving as Chairman of the Board of Managers of Claire's Holdings LLC. Ms. Algaze received a Bachelor of Science degree from the University of Pennsylvania's Wharton School of Business.

Darren Yeates currently serves as a director and principal of Yeates Advisory Services Pty Ltd, a consulting firm he co-founded in November 2016. Mr. Yeates has over 35 years of mining industry experience, most recently as COO of MACH Energy Australia, a developer and supplier of thermal coal to both the Australian domestic and Asian export markets, from May 2018 to December 2019.  He was previously CEO of GVK Hancock Coal from January 2014 until June 2016. Prior to that, Mr. Yeates spent over 22 years with Rio Tinto, including as Acting Managing Director and Chief Operating Officer for Coal Australia, General Manager Ports and Infrastructure for Pilbara Iron and General Manager Tarong Coal. He began his mining career at BHP in coal operations and metalliferous exploration. Mr. Yeates has served as a director of Emeco Holdings Limited, an Australian mining services company, since April 2017, and WorkPac Pty Ltd, a diversified employment recruiter, since January 2018. He also served as a director at Stanmore Coal Limited, an Australian coal company, from May 2019 until February 2020.  Mr. Yeates is currently CEO of WorkPac in an interim capacity as the Board searches for a permanent CEO.  He has a Bachelor of Engineering (Mining) from University of Queensland, a Graduate Diploma in Management from the University of Central Queensland and a Graduate Diploma of Applied Finance and Investment from the Securities Institute of Australia. He has an Executive MBA from the Monash Mt Eliza Business School and is a Fellow of the Australian Institute of Company Directors.