8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2017
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	1-16463	13-4004153
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
701 Market Street, St. Louis, Missouri			63101-1826
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code: (314) 342-3400
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

As previously announced, on April 13, 2016, Peabody Energy Corporation, a Delaware corporation ("Peabody" or the "Company"), and a majority of the Company’s wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with the Company, the "Debtors"), filed voluntary petitions (the "Chapter 11 Cases") under Chapter 11 of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court").

On March 17, 2017, the Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession as Revised on March 15, 2017 (the "Plan"), which approved and confirmed the Plan. For more information on the Plan and the related Bankruptcy Court order of confirmation, see our Current Report on Form 8-K that was filed with the SEC on March 20, 2017.

On April 3, 2017 (the "Effective Date"), the Debtors satisfied the conditions to effectiveness set forth in the Plan. As a result, the Plan became effective in accordance with its terms, and the Debtors emerged from their Chapter 11 Cases.

For more information on the events that occurred and the securities that were issued upon the Effective Date, please refer to the Company's Current Report on Form 8-K that was filed with the SEC on April 3, 2017.

Peabody is filing this Current Report on Form 8-K to provide the computation of its ratio of earnings to fixed charges for each of the years in the five-year period ended December 31, 2016, which is attached as Exhibit 12.1 hereto and incorporated by reference herein. Peabody’s unaudited pro forma computation of ratio of earnings to combined fixed charges and preference security dividends for the year ended December 31, 2016, giving effect to related financing transactions, is filed as Exhibit 12.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, Peabody is filing this Current Report on Form 8-K to provide certain financial information with respect to its emergence from the Chapter 11 Cases. The following unaudited pro forma condensed consolidated financial data are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2016;

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2016; and

• Notes to the Unaudited Pro Forma Condensed Consolidated Financial Data

Also included as Exhibit 99.2 to this Current Report on Form 8-K are certain updates to the Risk Factors included in Item 1A. of Peabody's Annual Report on Form 10-K, which was filed with the SEC on March 22, 2017.

Other Information

In late March 2017, Cyclone Debbie struck the coast of Queensland, Australia, resulting in heavy rainfall and subsequent flooding that impacted the operations and logistics chain for the Company's metallurgical coal mines in the region. While the Company’s metallurgical mines in Queensland have recommenced operations in the wake of Cyclone Debbie, outages of the rail system in the region are preventing coal shipments from mine to port.  Rail services provider Aurizon announced on April 3, 2017 that initial assessments indicate that recovery of the Goonyella rail system, which connects various Bowen Basin mines to the Dalrymple Bay Coal Terminal and Hay Point Coal Terminal, is expected to take approximately five weeks. The Company is continuing to assess the effects of Cyclone Debbie and the resulting rail outage on sales volumes and the Company's results of operations. In this regard, it is too early for the Company to determine the impact these events may have on second quarter price negotiations with metallurgical coal customers. 

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations of Peabody Energy or its management at the time of this Current Report, as well as any estimates or projections for the outcome of events that have not yet occurred at the time of this Current Report. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include expressions such as “believe” “anticipate,” “expect,” “estimate,” “intend,” “may,” “plan,” “predict,” “will” and similar terms and expressions. All forward-looking statements made by Peabody Energy are predictions and not guarantees of future performance and are subject to various risks, uncertainties and factors relating to Peabody Energy’s operations and business environment, all

of which are difficult to predict and many of which are beyond Peabody Energy’s control. These risks, uncertainties and factors could cause Peabody Energy’s actual results to differ materially from those matters expressed in or implied by these forward-looking statements. Such factors include, but are not limited to: those described under the “Risk Factors” section and elsewhere in Peabody Energy’s most recently filed Annual Report on Form 10-K and Exhibit 99.2 of this Current Report on Form 8-K, which are available on Peabody Energy’s website at www.peabodyenergy.com and on the SEC’s website at www.sec.gov, such as unfavorable economic, financial and business conditions, as well as other risks and uncertainties. Factors that could affect Peabody Energy’s results or an investment in its securities include, but are not limited to:

• competition in the energy market and supply and demand for our products, including the impact of alternative energy sources, such as natural gas and renewables;

• global steel demand and the downstream impact on metallurgical coal prices, and lower demand for Peabody Energy's products by electric power generators;

• customer procurement practices and contract duration;

• the impact of weather and natural disasters on demand, production and transportation;

• reductions and/or deferrals of purchases by major customers and Peabody Energy's ability to renew sales contracts;

• credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, bank and other financial counterparties;

• geologic, equipment, permitting, site access, operational risks and new technologies related to mining;

• transportation availability, performance and costs;

• availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires;

• impact of take-or-pay arrangements for rail and port commitments for the delivery of coal;

• successful implementation of business strategies, including, without limitation, the actions Peabody Energy is implementing to improve its organization;

• negotiation of labor contracts, employee relations and workforce availability, including, without limitation, attracting and retaining key personnel;

• changes in post-retirement benefit and pension obligations and their related funding requirements;

• replacement and development of coal reserves;

• effects of changes in interest rates and currency exchange rates (primarily the Australian dollar);

• effects of acquisitions or divestitures;

• Peabody Energy's ability to successfully consummate planned divestitures, including the announced sale of all of its equity interests in Metropolitan Collieries Pty Ltd, the entity that owns the Metropolitan coal mine in New South Wales, Australia;

• economic strength and political stability of countries in which Peabody Energy has operations or serves customers; legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements, changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations;

• Peabody Energy's ability to obtain and renew permits necessary for its operations;

• Peabody Energy's ability to appropriately secure its requirements for reclamation, federal and state workers’ compensation, federal coal leases and other obligations related to it operations, including its ability to utilize self-bonding and/or successfully access the commercial surety bond market;

• litigation or other dispute resolution, including, but not limited to, claims not yet asserted;

• terrorist attacks or security threats, including, but not limited to, cybersecurity breaches;

• impacts of pandemic illnesses;

• any lack of an established market for certain of Peabody Energy's securities, including Peabody Energy's Series A Convertible Preferred Stock, and potential dilution of its common stock due to future issuances of equity securities;

• price volatility in Peabody Energy's securities;

• short-sales in Peabody Energy's common stock; and

• any conflicts of interest between Peabody Energy's significant shareholders and other holders of its capital stock.

In addition, such factors include the following related to Peabody Energy's current capital structure:

• Peabody Energy's ability to generate sufficient cash to service all of its indebtedness;

• Peabody Energy's debt instruments and capital structure place certain limits on its ability to pay dividends and repurchase Common Stock; and

• Peabody Energy's ability to comply with financial and other restrictive covenants in various agreements, including its debt instruments.

Forward-looking statements made by Peabody Energy in this Current Report, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is not possible for Peabody Energy to predict all of these events or how they may affect it or its anticipated results. Peabody Energy does not undertake any obligation to publicly update any forward-looking statements except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that the events referenced by any forward-looking statements made in this Current Report may not occur and should not place undue reliance on any forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
12.1	Computation of Ratio of Earnings to Fixed Charges for each of the years in the five-year period ended December 31, 2016
12.2	Unaudited Pro Forma Computation of Ratio of Earnings to Combined Fixed Charges and Preference Security Dividends
99.1	Unaudited Pro Forma Condensed Consolidated Financial Data
99.2	Certain updates to Risk Factors included in Item 1A. of Peabody's Annual Report on Form 10-K as filed with the SEC on March 22, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEABODY ENERGY CORPORATION
April 10, 2017	By: /s/ Amy B. Schwetz
	Name: Amy B. Schwetz
	Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
12.1	Computation of Ratio of Earnings to Fixed Charges for each of the years in the five-year period ended December 31, 2016
12.2	Unaudited Pro Forma Computation of Ratio of Earnings to Combined Fixed Charges and Preference Security Dividends
99.1	Unaudited Pro Forma Condensed Consolidated Financial Data
99.2	Certain updates to Risk Factors included in Item 1A. of Peabody's Annual Report on Form 10-K as filed with the SEC on March 22, 2017

EX-12.1

Exhibit 12.1

PEABODY ENERGY CORPORATION

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

	Year Ended December 31,
Dollars in millions	2012			2013			2014			2015			2016
Loss from Continuing Operations Before Income Taxes	$	(208.6	)	$	(734.3	)	$	(547.9	)	$	(1,990.3	)	$	(758.3	)
Interest Expense	405.6			425.2			428.2			533.2			328.1
Interest Portion of Rental Expense	51.9			55.5			56.5			49.3			45.1
Losses (Income) from Equity Affiliates	61.2			83.4			107.6			292.4			(16.2		)
Adjusted Earnings	$	310.1		$	(170.2	)	$	44.4		$	(1,115.4	)	$	(401.3	)
Interest Expense	$	405.6		$	425.2		$	428.2		$	533.2		$	328.1
Interest Portion of Rental Expense	51.9			55.5			56.5			49.3			45.1
Adjusted Fixed Charges	$	457.5		$	480.7		$	484.7		$	582.5		$	373.2
Ratio of Earnings to Fixed Charges	(1)			(1)			(1)			(1)			(1)

(1) Earnings were insufficient to cover fixed charges by approximately $147.4 million, $650.9 million, $440.3 million, $1,697.9 million and $ 774.5 million for the years ended December 31, 2012, 2013, 2014, 2015 and 2016, respectively.

EX-12.2

Exhibit 12.2

PEABODY ENERGY CORPORATION

UNAUDITED PRO FORMA COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE SECURITY DIVIDENDS

Dollars in millions	2016
Income from Continuing Operations Before Income Taxes	$	53.5
Interest Expense	181.6
Interest Portion of Rental Expense	45.1
Income from Equity Affiliates	(16.2		)
Adjusted Earnings	$	264.0
Interest Expense	$	181.6
Interest Portion of Rental Expense	45.1
Preference Security Dividend (1)	65.1
Adjusted Combined Fixed Charges and Preference Security Dividends	$	291.8
Ratio of Earnings to Combined Fixed Charges and Preference Security Dividends	(2)

(1) Reflects 8.5% assumed dividend rate per annum, payable semiannually in kind as a dividend of additional shares of preferred equity.

(2) Pro forma earnings were insufficient to cover pro forma combined fixed charges and preference security dividends by approximately $27.8 million for the year ended December 31, 2016.

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

On April 13, 2016, Peabody Energy Corporation, a Delaware corporation ("Peabody" or the "Company"), and a majority of the Company’s wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with the Company, the "Debtors"), filed voluntary petitions (the "Chapter 11 Cases") under Chapter 11 of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court").

On March 17, 2017, the Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession as Revised on March 15, 2017 (the "Plan"), which approved and confirmed the Plan.

On April 3, 2017 (the "Effective Date"), the Debtors satisfied the conditions to effectiveness set forth in the Plan. As a result, the Plan became effective in accordance with its terms, and the Debtors emerged from their Chapter 11 Cases.

In connection with our emergence from the Chapter 11 Cases, we will be required to apply the provisions of fresh start reporting to our financial statements under ASC 852, "Reorganizations." These provisions require us to allocate the reorganization value of the company (the "Reorganized Company") following emergence from the Chapter 11 cases to our assets based on their estimated fair value. In estimating fair value, we based our estimates and assumptions on the guidance prescribed by ASC 820, "Fair Value Measurement." Estimates or allocation of fair value between our assets and liabilities will change up to the first period reported following the Effective Date.

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2016 give effect to the transactions associated with our emergence from the Chapter 11 Cases, including the settlement of various liabilities, securities issuances, incurrence of new indebtedness, and cash payments and asset and liability revaluation consistent with our reorganization value, in each case, as if they had occurred immediately prior to the first day of the period presented and the unaudited pro forma condensed consolidated balance sheet gives effect to the transactions associated with our emergence from the Chapter 11 Cases, including the settlement of various liabilities, securities issuances, incurrence of new indebtedness, and cash payments and asset and liability revaluation consistent with our reorganization value, in each case, as if they had occurred on December 31, 2016.

Management developed a set of valuations to allocate the reorganization value of the Reorganized Company using a number of estimates and assumptions. The enterprise and corresponding equity value of the Reorganized Company was based on the valuations using various valuation methods, including (1) a comparison of our projected performance to the market values of comparable companies; (2) a review and analysis of several recent transactions in our industry; and (3) a calculation of the present value of future cash flows based on our projections. The enterprise value, and corresponding equity value, are dependent upon achieving the future financial results set forth in our projections, as well as the realization of certain other assumptions. There can be no assurance that the projections will be achieved or that the assumptions will be realized. The financial projections and estimates of enterprise and equity value are not incorporated herein.

All estimates, assumptions, valuations, appraisals and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are preliminary and inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, there can be no assurance that the estimates, assumptions, valuations, appraisals and the financial projections will be realized, and actual results could vary materially. The following unaudited pro forma condensed consolidated financial data is provided for illustrative purposes only and is based on available information and assumptions that we believe are reasonable. It does not purport to represent what our actual results of operations or financial position would have been had the transactions as contemplated in the Plan occurred on the dates indicated, or on any other date, nor is it necessarily indicative of our future consolidated results of operations or consolidated financial position after emergence. Our actual financial position and results of operations after emergence will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value or allocation of value not currently identified and changes in our operating results following the date of the unaudited pro forma condensed consolidated financial data.

The unaudited pro forma condensed consolidated financial data does not reflect the pending sale (including the anticipated receipt of approximately $200 million of net proceeds) by Peabody Australia Mining Pty Ltd, one of our Australian subsidiaries, of all of its equity interests in Metropolitan Collieries Pty Ltd, the entity that owns the Metropolitan Mine in New South Wales. A definitive share sale and purchase agreement ("SPA") was entered into in November 2016 . The closing of the transaction is conditional on receipt of approval from the Australian Competition and Consumer Commission (the "ACCC"). On February 22, 2017, the ACCC issued a Statement of Issues relating to the transaction, noting that the ACCC is continuing to review the transaction. On February 24, 2017, pursuant to its right under the SPA, South32 extended the CP End Date (as defined in the SPA) from March 3, 2017 to April 17, 2017. On March 21, 2017, the ACCC notified Peabody that it has extended the date on which it intends to render its decision regarding the transaction to April 27, 2017, which date extends beyond the CP End Date. As a result, Peabody is assessing its options under the SPA.  

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2016

(Dollars in millions)	As Reported December 31, 2016			Debt Discharge, Debt and Equity Issuances, Reclassifications and Distributions to Creditors			Revaluation of Assets and Liabilities				Pro Forma December 31, 2016
Current assets:
Cash and cash equivalents	$	872.3		$	(431.0	)	$	—			$	441.3
Restricted cash	54.3			(54.3		)	—				—
Accounts receivable, net	473.0			—			—				473.0
Inventories	203.7			—			67.3			A	271.0
Assets from coal trading activities, net	0.7			—			—				0.7
Other current assets	486.6			(18.1		)	—				468.5
Total current assets	2,090.6			(503.4		)	67.3				1,654.5
Property, plant, equipment and
mine development, net	8,776.7			—			(3,644.2		)	B	5,132.5
Investments and other assets	910.4			113.1			293.5			C	1,317.0
Total assets	$	11,777.7		$	(390.3	)	$	(3,283.4	)		$	8,104.0
Current portion of long-term debt	$	20.2		$	—		$	—			$	20.2
Liabilities from coal trading activities, net	1.2			—			—				1.2
Accounts payable and accrued expenses	990.4			—			9.4			D	999.8
Total current liabilities	1,011.8			—			9.4				1,021.2
Long-term debt, less current portion	—			1,871.3			—				1,871.3
Deferred income taxes	17.6			—			—				17.6
Asset retirement obligations	717.8			—			(61.4		)	E	656.4
Accrued postretirement benefit costs	756.3			—			—				756.3
Other noncurrent liabilities	496.2			—			107.9			F	604.1
Total liabilities not subject to compromise	2,999.7			1,871.3			55.9				4,926.9
Liabilities subject to compromise	8,440.2			(8,440.2		)	—				—
Total liabilities	11,439.9			(6,568.9		)	55.9				4,926.9
Stockholders' Equity:
Common stock	0.2			1.2			(0.2		)	G	1.2
Preferred stock	—			1,305.4			—				1,305.4
Additional paid-in capital in excess of par value	2,422.0			1,774.4			(2,422.0		)	G	1,774.4
Treasury stock	(371.8		)	3,097.6			(2,725.8		)	G	—
Accumulated deficit	(1,243.2		)	—			1,243.2			G	—
Accumulated other comprehensive loss	(477.0		)	—			477.0			G	—
Peabody Energy Stockholders' equity	330.2			6,178.6			(3,427.8		)		3,081.0
Noncontrolling interest	7.6			—			88.5			H	96.1
Total stockholders' equity	337.8			6,178.6			(3,339.3		)		3,177.1
Total liabilities and stockholders' equity	$	11,777.7		$	(390.3	)	$	(3,283.4	)		$	8,104.0

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Data

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended December 31, 2016

	As Reported						Interest							Pro Forma
	Year Ended						Expense			Total				Year Ended
	December 31,			Fresh Start			and Preferred			Transaction				December 31,
(Dollars in millions)	2016			Reporting			Dividends			Adjustments				2016
Total Revenues	$	4,715.3		$	—		$	—		$	—			$	4,715.3
Operating Costs & Expenses	4,107.6			(309.8		)	—			(309.8		)	a	3,797.8
Depreciation, Depletion & Amortization	465.4			(24.2		)	—			(24.2		)	b	441.2
Asset Retirement Obligation Expense	41.8			73.9			—			73.9			c	115.7
Selling and Administrative Expenses	153.4			(21.5		)	—			(21.5		)	d	131.9
Restructuring Charges	15.5			—			—			—				15.5
Other Operating (Income) Loss:
Net Gain on Disposal or Exchange of Assets	(23.2		)	23.2			—			23.2			e	—
Asset Impairment	247.9			(247.9		)	—			(247.9		)	e	—
Income From Equity Affiliates	(16.2		)	—			—			—				(16.2		)
Operating Profit	(276.9		)	506.3			—			506.3				229.4
Interest Expense	298.6			(298.6		)	181.6			(117.0		)	f	181.6
Loss on Debt Extinguishment	29.5			(29.5		)	—			(29.5		)	f	—
Interest Income	(5.7		)	—			—			—				(5.7		)
Reorganization Items, Net	159.0			(159.0		)	—			(159.0		)	g	—
Income From Continuing Operations Before Taxes	(758.3		)	993.4			(181.6		)	811.8				53.5
Income Tax Benefit	(84.0		)	83.3			—			83.3			h	(0.7		)
Income From Continuing Operations, Net of Taxes	(674.3		)	910.1			(181.6		)	728.5				54.2
Loss from Discontinued Operations	(57.6		)	—			—			—				(57.6		)
Net Loss	(731.9		)	910.1			(181.6		)	728.5				(3.4		)
Less: Net Income Attributed to Noncontrolling Interests	7.9			—			—			—				7.9
Preferred Dividend	—			—			(65.1		)	(65.1		)	i	(65.1		)
Net Loss Attributable to Common Shareholders	$	(739.8	)	$	910.1		$	(246.7	)	$	663.4			$	(76.4	)
Loss from continuing operations
Basic loss per share	$	(37.30	)											$	(0.14	)
Diluted loss per share	$	(37.30	)											$	(0.14	)
Net loss per share
Basic loss per share	$	(40.45	)											$	(0.56	)
Diluted loss per share	$	(40.45	)											$	(0.56	)

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Data

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Data

Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

The adjustments in the unaudited pro forma condensed consolidated balance sheet in the columns captioned “Debt Discharge, Debt and Equity Issuances, Reclassifications and Distributions to Creditors,” and “Revaluation of Assets and Liabilities” reflect the effect of the consummation of the transactions contemplated by the Plan and our emergence from the Chapter 11 Cases, including the settlement of various liabilities, securities issuances, incurrence of new indebtedness and cash payments.

Debt Discharge, Debt and Equity Issuances, Reclassifications and Distributions to Creditors. Adjustments reflect the elimination of liabilities subject to compromise on our unaudited pro forma condensed consolidated balance sheet as if the Plan Effective Date occurred on the unaudited pro forma condensed consolidated balance sheet date. The adjustments also reflect:

• the debt and equity refinancing transactions pursuant to the Plan, including the impact on long-term debt for issuances of $1.95 billion in debt and issuances of stockholders’ equity totaling $1.5 billion in cash receipts, with both items shown net of their respective issuance costs, which were estimated to be $24 million for equity and $78 million for long-term debt;

• approximate increase of $110 million in cash collateral on our reclamation obligations, which is included in the investments and other assets line; and

• the settlement of over $3.9 billion in claims for cash and other exit expenditures.

Revaluation of Assets and Liabilities. Significant adjustments reflected in the unaudited pro forma condensed consolidated balance sheet based on the revaluation of assets and liabilities are summarized as follows:

A. Inventories. For purposes of the unaudited pro forma condensed consolidated financial statements, preliminary fair value of our inventory has been determined based on currently available information and certain assumptions, and may be different from the final estimate of fair value, and the difference could be material. A net adjustment of $67.3 million to increase the value of coal inventories to their estimated fair value, less costs to sell the inventories.

B. Property, plant, equipment and mine development, net. The fair value of property, plant, equipment and mine development, net is estimated based on either a review and analysis of several recent transactions in our industry or a calculation of the present value of future cash flows based on our projections. A net adjustment of $3.6 billion to reduce the net book value of property, plant, equipment and mine development, net to their estimated fair value. The preliminary estimates of the fair value of our property, plant and equipment and the associated depletion and depreciation expense included in the pro forma condensed consolidated financial statements could be different from the final values determined through fresh start reporting, and the difference could be material.

C. Investments and other assets. As part of fresh start reporting, identifiable intangible assets are required to be measured at fair value. An adjustment of $293.5 million made primarily to recognize the fair value of certain coal supply agreements by comparing the contract price with estimated market price for the same coal product.

D. Accounts payable and accrued expenses. As part of fresh start reporting, identifiable intangible liabilities are required to be measured at fair value. An adjustment of $9.4 million is primarily based on the value of certain contract based intangibles primarily consisting of unutilized capacity of certain port and rail take-or-pay contracts.

E. Asset retirement obligations. For purposes of the unaudited pro forma condensed consolidated financial statements, asset retirement obligations will be restated to fair value. The estimates are based on the discounted cash flows of projected spending to reclaim the properties used in our operations. These estimates will change in the future and the change could be material.

F. Other noncurrent liabilities. As part of fresh start reporting, identifiable intangible liabilities are required to be measured at fair value. An adjustment of $107.9 million is primarily based on the value of certain contract based intangibles primarily consisting of unutilized capacity of certain port and rail take-or-pay contracts.

G. Peabody Energy stockholders’ equity. The adoption of fresh start reporting will result in a new reporting entity with no beginning retained earnings or accumulated deficit. All common stock of the predecessor company will be eliminated and replaced by the new equity structure of the Plan. For purposes of the unaudited pro forma condensed consolidated financial statements, common stock and preferred stock will be restated to their estimated fair value

H. Noncontrolling interests. An adjustment of $88.5 million to increase the value of noncontrolling interests to its estimated fair value based on an estimate of the rights to the assets of the noncontrolling interests.

At the adoption of fresh start reporting, we will be required to remeasure our accrued postretirement benefit costs and accrued pension costs. The adjustments will be determined on an actuarial basis based on assumptions at the time of the adoption. No pro forma adjustments were made to these items due to the uncertainty involved with predicting these items. Adjustments at the time of adoption of fresh start reporting may be material.

Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations

The adjustments in the unaudited pro forma condensed consolidated statements of operations reflect the effect of the consummation of the transactions contemplated by the Plan as if the Plan Effective Date occurred immediately prior to the first day of the periods presented. Significant adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are summarized as follows:

a. Operating costs and expenses. Adjustments include:

• the increase in operating costs of $39.1 million associated with the realization of the increased coal inventory values, as discussed above, into earnings;

• the elimination of excess take-or-pay charges of $70.3 million, as discussed above, that would be recorded at the adoption of fresh start reporting;

• the elimination of the amortization of actuarial losses and prior services costs of $24.5 million due to the release of all balances within accumulated other comprehensive loss as a result of the adoption of fresh start reporting;

• the elimination of the impact of prior cash flow hedge and related accounting of $232.2 million due to the release of all balances within accumulated other comprehensive loss as a result of the adoption of fresh start reporting; and

• an estimated adjustment of $21.9 million for a change in accounting policy related to the capitalization of certain expenditures which extend the useful lives of existing plant and equipment that were not previously capitalized.

b. Depreciation, depletion and amortization. The adjustments reflect the reduced expense for the estimated impact on depreciation, depletion and amortization for the fair value adjustment for property, plant and equipment, as discussed above, partially offset by the increased expense for the estimated impact of amortization of contract based intangibles associated with certain coal supply agreements over an average agreement life of approximately three years, as discussed above.

c. Asset retirement obligation expense. This adjustment primarily reflects the increased accretion expense and increased amortization expense associated with the adjustment to the asset retirement obligations discussed above and the corresponding adjustment to the asset retirement obligations asset.

d. Selling and administrative expenses. The adjustment is to eliminate the costs associated with debt restructuring activities since these costs would not continue after emergence from the Chapter 11 Cases.

e. Net gain on disposals or exchange of assets and asset impairment. Due to the adoption of fresh start reporting, which requires that all items be adjusted to fair value, gains on asset disposals and asset impairments have been eliminated as the items would have been remeasured to fair value resulting in no such items being realized into earnings.

f. Interest expense and loss on debt extinguishment. This adjustment reflects the elimination of interest expense associated with the predecessor company’s capital structure, including loss on extinguishment of the predecessor’s Superpriority Secured Debtor-in-Possession Credit Agreement, and reflects the estimated interest expense associated with the capital structure as contemplated in the Plan with an assumed weighted average interest rate of approximately 6%. Interest expense also reflects the amortization of deferred financing costs and costs associated with surety bonds.

g. Reorganization items, net. This adjustment reflects the elimination of these items as they would not occur outside of the Chapter 11 Cases.

h. Income tax benefit. Reflects the after tax effects of the adjustments in the pro forma condensed consolidated statements of operations.

i. Preferred dividend. Reflects 8.5% assumed dividend rate per annum, payable semiannually in kind as a dividend of additional shares of preferred equity.

Diluted Earnings per Share. Basic and diluted EPS are computed using the two-class method, which is an earnings allocation that determines EPS for each class of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Shares of preferred stock are considered participating securities because holders are entitled to receive non-forfeitable dividends. The warrants were presumed to be exercised. Dilutive securities are not included in the computation of loss per share when a company reports a net loss from continuing operations as the impact would be anti-dilutive.

The potentially dilutive impact of share-based compensation awards is determined using the treasury stock method. Under the treasury stock method, awards are treated as if they had been exercised with any proceeds used to repurchase common stock at the average market price during the period. Any incremental difference between the assumed number of shares issued and purchased is included in the diluted share computation.

The pro forma earnings per share amounts reflect basic and diluted weighted average shares outstanding of approximately 137.3 million shares. Diluting securities are not included in the computation of diluted earnings per share due to the net loss from continuing operations after deducting the preferred dividend and the amount attributed to noncontrolling interests. The computation of diluted EPS excluded share-based compensation awards of approximately 3.6 million shares because to do so would have been anti-dilutive.

EX-99.2

Exhibit 99.2

Introductory Note

As previously disclosed, on April 13, 2016, Peabody Energy Corporation, a Delaware corporation (“Peabody Energy” or the “Company”), and a majority of the Company’s wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with the Company, the “Debtors”), filed voluntary petitions under Chapter 11 of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Missouri (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases (the “Chapter 11 Cases”) were jointly administered under the caption In re Peabody Energy Corporation, et al., Case No. 16-42529.

On March 17, 2017, the Bankruptcy Court entered an order, Docket No. 2763 (the “Confirmation Order”), confirming the Debtors’ Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession as revised March 15, 2017 (the “Plan”). Copies of the Confirmation Order and the Plan were included as exhibits to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 20, 2017.

Also as previously disclosed, on April 3, 2017, (the “Effective Date”), the Company satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan became effective in accordance with its terms and the Company and the other Debtors emerged from the Chapter 11 Cases.

Risk Factors

We operate in a rapidly changing environment that involves a number of risks. The following discussion highlights some of these risks. Other risks are discussed in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 22, 2017 (our “Annual Report”). These and other risks could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. The following risk factors restate certain risk factors included in Item 1A. of our Annual Report to give effect to our emergence from the Chapter 11 Cases. The risks described below and in our Annual Report are not an exhaustive list of the risks associated with our business. New factors may emerge or changes to these risks could occur that could materially affect our business.

Risks Associated with Our Emergence from the Chapter 11 Cases

Our Plan was based in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, or adverse market conditions persist or worsen, our plan of reorganization may be unsuccessful in its implementation.

The Plan reflected and relied upon assumptions and analyses based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors that we considered appropriate under the circumstances. Financial projections are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial forecasts will not be realized. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to: (i) our ability to obtain adequate liquidity and financing sources in the future; (ii) our ability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them; (iii) our ability to retain key employees, and (iv) the overall strength and stability of general economic conditions of the financial and coal industries, both in the U.S. and in global markets. Accordingly, we expect that our financing conditions and the results of operations will differ, perhaps materially, from what we anticipated. Consequently, there can be no assurance that the results or developments contemplated by the Plan will occur or, even if they do occur, that they will have the anticipated effects on us or our business or operations. The failure of any such factors, results or developments to materialize as anticipated could materially and adversely affect the successful implementation of the Plan.

Certain claims may not be discharged and could have a material adverse effect on our financial condition and results of operations.

The Bankruptcy Code provides that the confirmation of a plan of reorganization discharges a debtor from substantially all debts arising prior to confirmation. With few exceptions, all claims that arose prior to our filing a petition for reorganization under the Bankruptcy Code or before the confirmation of the Plan (a) were subject to compromise and/or treatment under the Plan and/or (b) were discharged in accordance with the terms of the Plan on the Effective Date. Any claims not ultimately discharged through the Plan could be asserted against us and may have an adverse effect on our financial condition and results of operations on a post-reorganization basis.

As a result of our emergence from our Chapter 11 Cases, our historical financial information will not be indicative of our future financial performance and realization of assets and liquidation of liabilities are subject to uncertainty.

Our capital structure has been significantly altered through the implementation of the Plan. As a result, we are subject to the fresh start reporting rules required under the Financial Accounting Standards Board Accounting Standards Codification Topic 852, Reorganizations. Under applicable fresh start reporting rules, which will be reflected in our Form 10-Q for the period ending June 30, 2017, our assets and liabilities will be adjusted to fair values and our accumulated deficit will be restated to zero. Accordingly, our consolidated financial condition and results of operations from and after the Effective

Date will not be comparable to the financial condition or results of operations reflected in our consolidated historical financial

statements.

The allocation of fair value is dependent upon a number of estimates and assumptions. Whether actual future results and developments will be consistent with our estimates and assumptions depends on a number of factors, including but not limited to: (i) prices received for our products; (ii) our ability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them; and (iii) the overall strength and stability of general economic conditions of the financial and coal industries, both in the U.S. and in global energy markets. To the extent that our estimates, assumptions, valuations, appraisals and the financial projections used to develop the allocation of fair value are not realized, we may be required to record impairment charges in the future.

It is also possible that additional restructuring and related charges may be identified and recorded in future periods. Such sales, disposals, liquidations, settlements, or charges could be material to our consolidated financial position and the results of operations in any given period.

Our ability to use our pre- and post-emergence tax attributes may be significantly limited under the U.S. federal income tax rules.

We have generated net operating losses and certain tax credits for U.S. federal income tax purposes (“NOLs”) through the Effective Date.  Our NOLs and other tax attributes, including our tax basis in assets, are subject to reduction on account of cancellation of indebtedness income. Moreover, our ability to use any remaining NOLs and other tax attributes, and possibly any recognized built-in losses, to offset future taxable income or taxes owed will be significantly limited due to the “ownership change”, as defined in section 382 of the Internal Revenue Code of 1986 as amended (the Code), we experienced in connection with the Plan and any additional ownership changes in the post-emergence period.  An entity that experiences an ownership change generally is subject to an annual limitation on its use of its pre-ownership change NOLs and other tax attributes after the ownership change equal to the equity value of the corporation immediately before the ownership change, multiplied by the long term tax exempt rate posted by the Internal Revenue Service (subject to certain adjustments). We will be allowed to calculate the limitation on NOLs and other tax attributes, in general, by reference to our equity value immediately after the ownership change (rather than the equity value immediately before the ownership change, as is the case under the general rule for non-bankruptcy ownership changes), thus generally reflecting any increase in the value of the stock due to the cancellation of debt resulting from the Plan. If we experience an additional ownership change post-emergence, the annual limitation on its use of its pre-ownership change NOLs and other tax attributes after the ownership change will be equal to the equity value of the corporation immediately before the ownership change, multiplied by the long term tax exempt rate posted by the Internal Revenue Service (subject to certain adjustments).  In either case, the annual limitation could also be increased each year to the extent that there is an unused limitation in a prior year.  Accordingly, any ownership changes as described above could impact our tax attributes, and our ability to offset taxable income or taxes may be significantly limited.

Risks Related to Our Indebtedness and Capital Structure

Following the Effective Date, we continue to face a number of risks that could materially and adversely affect our business.

We continue to face a number of risks, including certain risks that are beyond our control, such as deterioration or other changes in economic conditions, changes in the industry, physical risks inherent in the mining and shipping of coal, changes in customer demand for, and acceptance of, our coal, and increasing expenses. As a result of these risks and others, there is no guarantee that the Plan will achieve our stated goals.

Furthermore, even though our overall indebtedness has been reduced through the Plan, we may need to raise additional funds through public or private debt or equity financing or other various means to fund our business. Adequate funds may not be available when needed or may not be available on favorable terms.

We have substantial indebtedness, and our financial performance could be adversely affected by our substantial indebtedness.

As of the Effective Date, we have $1.95 billion of indebtedness outstanding, excluding capital leases, on a consolidated basis. The degree to which we are leveraged could have important consequences, including, but not limited to:

• making it more difficult for us to pay interest and satisfy our debt obligations;

• increasing the cost of borrowing under our credit facilities;

• increasing our vulnerability to general adverse economic and industry conditions;

• requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, business development or other general corporate requirements;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements;

• making it more difficult to obtain surety bonds, letters of credit, bank guarantees or other financing, particularly during periods in which credit markets are weak;

• limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry;

• causing a decline in our credit ratings; and

• placing us at a competitive disadvantage compared to less leveraged competitors.

In addition, our indebtedness subjects us to certain restrictive covenants. Failure by us to comply with these covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on us and result in amounts outstanding thereunder to be immediately due and payable.

Any downgrade in our credit ratings could result in, among other matters, additional required financial assurances related to our reclamation bonding requirements, a requirement to post additional collateral on derivative trading instruments that we may enter into, the loss of trading counterparties for corporate hedging and trading and brokerage activities or an increase in the cost of, or a limit on our access to, various forms of credit used in operating our business.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Our indebtedness restricts our ability to sell assets outside of the ordinary course of business and restricts the use of the proceeds from any such sales. We may not be able to complete those sales or obtain the proceeds which we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. In addition, the terms of our indebtedness provide that if we cannot meet our debt service obligations, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

Despite our and our subsidiaries’ indebtedness, we may still be able to incur substantially more debt, including secured debt. This could further increase the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, including additional secured debt. Although covenants under the indenture governing our senior secured notes (the “Senior Secured Notes”) and the agreements governing our other post-emergence indebtedness, including our new senior secured term loan facility (the “Credit Facility”) and capital leases (collectively, the “Exit Financings”) limit our ability to incur additional indebtedness, these restrictions are subject

to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions can be substantial. In addition, the indenture governing the Senior Secured Notes and the agreements governing our other Exit Financings do not limit us from incurring obligations that do not constitute indebtedness as defined therein.

Approximately $950.0 million is outstanding under our Credit Facility as of the Effective Date. Additionally, prior to the final maturity date of our Credit Facility, we may add one or more incremental term loan facilities or other first lien debt in an aggregate principal amount not to exceed (a) $300 million plus (b) an additional amount subject to compliance with a specified first lien leverage ratio, subject to certain other conditions.

We may not be able to generate sufficient cash to service all of our indebtedness or other obligations.

Our ability to make scheduled payments on, or refinance our debt obligations, depends on our financial condition and operating performance, which are subject to prevailing economic, industry, and competitive conditions and to certain financial, business, legislative, regulatory, and other factors beyond our control. We may be unable to maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

The terms of our indenture governing the Senior Secured Notes and the agreements and instruments governing our other indebtedness, including the other Exit Financings, impose restrictions that may limit our operating and financial flexibility.

The indenture governing the Senior Secured Notes and the agreements and instruments governing our other post-emergence indebtedness, including the other Exit Financings, contain certain restrictions and covenants which restrict our ability to incur liens and/or debt or provide guarantees in respect of obligations of any other person, which could adversely affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. Our Credit Facility also contains a mandatory prepayment provision providing that certain amounts of excess cash flow (as defined in the Credit Facility) must be utilized to make payments on the outstanding balance under the Credit Facility.

The covenants restrict, among other things, our ability to:

• incur additional indebtedness;

• pay dividends on or make distributions in respect of stock or make certain other restricted payments or investments;

• enter into agreements that restrict distributions from certain subsidiaries;

• sell or otherwise dispose of assets;

• incur capital expenditures beyond a specified amount;

• enter into transactions with affiliates;

• create or incur liens;

• merge, consolidate or sell all or substantially all of our assets; and

• place restrictions on the ability of subsidiaries to pay dividends or make other payments to us.

Our ability to comply with these covenants may be affected by events beyond our control and we may need to refinance existing debt in the future. A breach of any of these covenants together with the expiration of any cure period, if applicable, could result in a default under the Senior Secured Notes. If any such default occurs, subject to applicable grace periods, holders of Senior Secured Notes may elect to declare all outstanding Senior Secured Notes, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. If the obligations under the Senior Secured Notes were to be accelerated, our financial resources may be insufficient to repay the notes and any other indebtedness becoming due in full.

In addition, if we breach the covenants in the indenture governing the Senior Secured Notes and do not cure such breach within the applicable time periods specified therein, we would cause an event of default under the indenture governing the Senior Secured Notes and a cross-default to certain of our other Exit Financings and the lenders or holders thereunder could accelerate their obligations. If our indebtedness is accelerated, we may not be able to repay our indebtedness or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our indebtedness is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.

Risks Related to Ownership of Our Securities

The price of our Securities may be volatile.

The price of our common stock (“Common Stock”) and our Series A Convertible Preferred Stock (“Preferred Stock” and together with the Common Stock, the “Securities”) may fluctuate due to a variety of market and industry factors that may materially reduce the market price of our Securities regardless of our operating performance, including, among others:

• actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

• industry cycles and trends;

• mergers and strategic alliances in the coal industry;

• changes in government regulation;

• potential or actual military conflicts or acts of terrorism;

• the failure of securities analysts to publish research about us after this offering, or shortfalls in our operating results from levels forecast by securities analysts;

• the limited trading history of our Securities;

• changes in accounting principles

• announcements concerning us or our competitors; and

• the general state of the securities market.

In addition, the price of our Securities may fluctuate due to the following factors, among others:

• our results of operation and financial condition;

• our ability to obtain or replace economically recoverable reserves;

• our ability to economically recover reserves commensurate with our reserve estimates;

• quarterly variations in the rate of growth of certain financial indicators;

• the public reaction to our press releases, our other public announcements and our filings with the SEC;

• strategic decisions by us, our clients or competitors, such as acquisitions, divestitures, spin-offs, joint ventures, investments or changes in business strategy;

• claims against us by third-parties;

• future sales of our Securities by us, the selling security holders, significant stockholders or our directors or executive officers; and

• the realization of any risk described under this “Risk Factors” section or those incorporated by reference.

In addition, the stock market in general has experienced significant volatility that often has been unrelated to the operating performance of companies whose shares are traded. These market fluctuations could adversely affect the trading price of our Securities, regardless of our actual operating performance. As a result of all of these factors, investors in our Securities may not be able to resell their stock at or above the price they paid or at all. Further, we could be the subject of securities class action litigation due to any such stock price volatility, which could divert management’s attention and have a material adverse effect on our results of operation.

There is no guarantee that an active and liquid public market for our Securities will develop.

Although Common Stock is traded on the NYSE under the symbol “BTU,” we cannot assure you that an active, public trading market for our Common Stock will develop or be sustained. If an active public trading market does not develop or is not maintained, significant sales of our Common Stock, or the expectation of these sales, could materially and adversely affect the market price of our Common Stock. In addition, stockholders may experience difficulty in reselling, or an inability to sell, their Common Stock.

Furthermore, our Series A Convertible Preferred Stock (“Preferred Stock”) is not listed on any national or regional securities exchange. While we expect to receive approval to list our Preferred Stock on the NYSE, no assurance can be given that we will be successful in doing so. If we are not, the Preferred Stock may be traded only infrequently in transactions arranged through brokers or otherwise, and reliable market quotations may not be available. Holders of our Preferred Stock may experience difficulty in reselling, or an inability to sell, their shares. Such difficulties could lower the market price of our Preferred Stock.

Our Common Stock is subject to dilution and may be subject to further dilution in the future.

Our Common Stock is subject to dilution from our long-term incentive plan, the Preferred Stock, payment-in-kind dividends to be paid to holders of Preferred Stock and certain warrants issued on the Effective Date. In addition, in the future, we may issue equity securities in connection with future investments, acquisitions or capital raising transactions. Such issuances or grants could constitute a significant portion of the then-outstanding Common Stock, which may result in significant dilution in ownership of Common Stock, including shares of Common Stock issued pursuant to the Plan. In addition, holders of Common Stock will be subordinated to the Preferred Stock to the extent of the Preferred Stock’s liquidation preference.

There may be circumstances in which the interests of our significant stockholders could be in conflict with your interests as a stockholder.

Funds associated with Aurelius Capital Management, LP, Contrarian Capital Management, L.L.C. (“Contrarian”), Discovery Capital Management, LLC (“Discovery”), Elliott Management Corp. (“Elliot”), Panning Capital Management, LP (“Panning”) and PointState Capital Management, LP (“PointState”) beneficially own approximately 2.30%, 4.68 %, 30.37%, 15.04%, 1.13% and 10.97% of our outstanding Common Stock, respectively, after giving effect to the exercise of any unexercised Warrants held by them.  In addition, funds associated with Aurelius, Contrarian, Elliott and Panning beneficially own approximately 6.00%, 13.22%, 36.84% and 3.13% of our outstanding Preferred Stock, respectively. Further, pursuant to the Plan, our independent directors were selected as follows: (a) the Debtors designated one; (b) Contrarian, PointState, and Panning designated one; (c) Elliott designated one; and (d) a selection committee comprising our chief executive officer, a representative of Elliott and one nominee acting on behalf of Contrarian, PointState and Panning, acting as a selection committee, agreed on the retention of a search firm to identify and recommend the remaining five, which were then selected by the committee. Circumstances may arise in which these stockholders may have an interest in exerting influence to pursue or prevent acquisitions, divestitures or other transactions, including the issuance of additional shares or debt, that, in their judgment, could enhance their investment in us or another company in which they invest. Such transactions might adversely affect us or other holders of our Securities. Furthermore, our significant concentration of share ownership may adversely affect the trading price of our Securities because investors may perceive disadvantages in owning shares in companies with significant stockholders.

The potential payment of dividends on our stock or repurchases of our stock is dependent on a number of factors, and future payments and repurchases cannot be assured.

It is uncertain whether or when we will pay cash dividends or other distributions with respect our stock in the foreseeable future. Restrictive covenants in our Credit Facility limit our ability to pay cash dividends and repurchase shares. Other debt instruments to which we or our subsidiaries are, or may be, a party, may also contain restrictive covenants that limit our ability to pay dividends or for us to receive dividends from our subsidiaries, any of which may negatively impact the trading price of the Common Stock and Preferred Stock. In addition, holders of capital stock will only be entitled to receive such cash dividends as our Board of Directors may declare out of funds legally available for such payments, and our Board of Directors may only authorize us to repurchase shares of our capital stock with funds legally available for such repurchases. The payment of future cash dividends and future repurchases will depend upon our earnings, economic conditions, liquidity and capital requirements, and other factors, including our debt leverage. In addition, the terms of the Preferred Stock will limit our ability to pay cash dividends on or purchase shares of Common Stock without the consent of holders representing at least a majority of the outstanding shares of the Preferred Stock. Accordingly, we cannot make any assurance that future dividends will be paid or future repurchases will be made.

Reports published by analysts, including projections in those reports that exceed our actual results, could adversely affect the price and trading volume of our Securities.

We currently expect that securities research analysts will establish and publish their own periodic projections for our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our stock prices may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our Securities or publishes inaccurate or unfavorable research about our business, our stock prices could decline. If one or more of the analysts ceases coverage of us or fails to publish reports on us regularly, our stock prices or trading volumes could decline. While we expect research analyst coverage, if no analysts commence coverage of us, the trading prices and volumes for our Securities could be adversely affected.

Sales of our Common Stock could exert downward pressure on the market price of our Common Stock and could encourage short selling that could exert further downward pressure.

To the extent that stockholders who acquire shares of our Common Stock (including through the exercise of the warrants issued pursuant to the warrant agreement dated as of April 3, 2017, which are exercisable at $0.01 per share (the “Warrants”), or the conversion of our Preferred Stock) acquire their shares at prices less than the then current trading price of our Common Stock, they may have an incentive to immediately resell material amounts of such shares in the market that may, in turn, cause the trading price of our Common Stock to decline. Significant downward pressure on our stock price caused by such sales in the market could encourage short sales by other stockholders (and in particular in connection with hedging transactions, such as short sales by warrant holders in anticipation of exercising their Warrants or by holders of our Preferred Stock in anticipation of conversion) or third parties that would place further downward pressure on our stock price. Generally, short selling means selling a security not owned by the seller. The seller is committed to eventually purchase the security previously sold. Since the seller does not own the shares that are sold, the seller must subsequently purchase an equivalent number of shares in the market to complete, or “cover,” the transaction. The seller will realize a profit if the market price of the shares declines after the time of the short sale, but will incur a loss if the market price rises and the seller is forced to buy the replacement shares at a higher price. Accordingly, a declining trend in the market price of our Common Stock may stimulate short sales.