Peabody Announces Amended And Restated Transaction Support Agreement And Supplement To Offering Memorandum
January 1, 2021 - Peabody (NYSE: BTU) today announced that it has entered into an amended and restated Transaction Support Agreement (the "Amended and Restated Transaction Support Agreement") with certain of its subsidiaries, each of the revolving lenders under Peabody's credit agreement, the administrative agent under Peabody's credit agreement, and certain holders, or investment advisors, sub-advisors, or managers of discretionary accounts that hold approximately 65 percent of its outstanding 6.000% senior secured notes due 2022 (the "Existing Notes").
The Amended and Restated Transaction Support Agreement amends and restates the previously announced Transaction Support Agreement (the "Transaction Support Agreement"), dated December 24, 2020 (the "Effective Date"), in which the same parties agreed, among other things, to effectuate the previously announced exchange offer and consent solicitation. Under the Transaction Support Agreement, the parties agreed to endeavor to modify the Transaction Support Agreement during a limited period after the Effective Date to remedy errors, ambiguities or inconsistencies. To that end, the Amended and Restated Transaction Support Agreement clarifies certain provisions detailed in the term sheet and descriptions of notes attached as exhibits to the Transaction Support Agreement. There have been no changes to the consideration offered or the other terms and conditions of the exchange offer and consent solicitation.
In addition, Peabody issued a supplement ("Supplement No. 1") to amend the Confidential Offering Memorandum and Consent Solicitation Statement, dated December 24, 2020 (as supplemented by Supplement No. 1 and as it may be further supplemented and amended from time to time, the "Offering Memorandum"), relating to the exchange offer and consent solicitation. Among other things, Supplement No. 1 updates the Offering Memorandum for the amendments described in the Amended and Restated Transaction Support Agreement.
The Offering Memorandum, Supplement No. 1 and other documents relating to the exchange offer and consent solicitation will only be distributed to Eligible Holders (as defined below) of Existing Notes who complete and return an eligibility form. Holders of Existing Notes who desire to obtain and complete an eligibility form should either visit the website for this purpose at https://gbsc-usa.com/eligibility/peabody or call Global Bondholder Services Corporation, the Information Agent and Exchange Agent for the Exchange Offer and Consent Solicitation, at (212) 430-3774 (for banks and brokers) or (866) 470-4500 (toll free). The complete terms and conditions of the exchange offer and consent solicitation are described in the Offering Memorandum.
Peabody will be filing a Form 8-K with the Securities and Exchange Commission (the "SEC") regarding the Amended and Restated Transaction Support Agreement and Supplement No. 1. The Form 8-K is currently available on PeabodyEnergy.com under "Investor Relations – Presentations" and will be available on the SEC website on January 4, 2021.
Peabody (NYSE: BTU) is a leading coal producer, serving customers in more than 25 countries on six continents. We provide essential products to fuel baseload electricity for emerging and developed countries and create the steel needed to build foundational infrastructure. Our commitment to sustainability underpins our activities today and helps to shape our strategy for the future.