0001064728-17-000036.txt : 20170421 0001064728-17-000036.hdr.sgml : 20170421 20170421161556 ACCESSION NUMBER: 0001064728-17-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170421 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170421 DATE AS OF CHANGE: 20170421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY CORP CENTRAL INDEX KEY: 0001064728 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 134004153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16463 FILM NUMBER: 17776084 BUSINESS ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: P&L COAL HOLDINGS CORP DATE OF NAME CHANGE: 19980623 8-K 1 a8k-btumarch2017mor.htm 8-K Document


 
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 21, 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 7.01 Regulation FD Disclosure
    
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" and, on and after April 3, 2017, the "Reorganized 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 (collectively, the "Chapter 11 Cases") were jointly administered under the caption In re Peabody Energy Corporation, et al., Case No. 16-42529. Also as previously disclosed, on December 22, 2016, the Debtors filed with the Bankruptcy Court a Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code and a related Disclosure Statement. On January 25, 2017, the Debtors filed with the Bankruptcy Court the First Amended Joint Plan of Reorganization and the First Amended Disclosure Statement. On January 27, 2017, the Debtors filed with the Bankruptcy Court the Second Amended Joint Plan of Reorganization (as further amended, the “Plan”) and the Second Amended Disclosure Statement (as amended, the “Disclosure Statement”) to address certain modifications resulting from a hearing before the Bankruptcy Court on January 26, 2017. Thereafter, on January 27, 2017, the Bankruptcy Court issued an order approving the Disclosure Statement. In addition, on March 6, 2017 and March 15, 2017, the Debtors filed supplements to the Plan with the Bankruptcy Court.   On March 17, 2017, the Bankruptcy Court entered an order confirming the Plan. On April 3, 2017, 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.

On April 21, 2017, the Reorganized Debtors filed their monthly operating report for the month ended March 31, 2017 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This current report (including the exhibits hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.

Any financial information included in the Monthly Operating Report (the “financial information”) was not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission ("SEC") or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The financial information does not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company’s independent accountants have not examined, compiled or otherwise applied procedures to the financial information and, accordingly, do not express an opinion or any other form of assurance with respect to the financial information. The inclusion of the financial information herein should not be regarded as an indication that the Company or their affiliates or representatives consider the financial information to be a reliable prediction of future events, and the financial information should not be relied upon as such. Neither the Company nor any of their affiliates or representatives has made or makes any representation to any person regarding the ultimate outcome of the Company’s restructuring compared to the financial information, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the financial information was made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the financial information are shown to be in error.
    
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.





Financial and Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. As outlined in the Plan, the Company's previously outstanding equity securities were canceled and extinguished upon the effective date of the Plan, and holders thereof did not receive or retain, any property or interest in property on account of such previously outstanding equity interests. The recoveries for the Company’s other previously outstanding securities were also set forth in the Plan. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the Eastern District of Missouri and the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The Monthly Operating Report does not include all of the information and footnotes required by GAAP. Therefore, the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

The unaudited statement of operations for the month ended March 31, 2017 included in the Monthly Operating Report reflects consolidated income from continuing operations, net of income taxes of $16.8 million, which includes $30.5 million of asset impairment charges related to a certain coal lease in the Midwest that was terminated by the counterparty, $50.2 million of depreciation, depletion and amortization expense and $21.4 million in reorganization items, net primarily related to professional fees. The Company's liquidity position consisted of $1,068.1 million of cash and cash equivalents at March 31, 2017, including $261.6 million held by Debtor entities. Cash and cash equivalents increased by $22.8 million during the month, driven largely by $34.9 million of cash flows provided by operating activities.

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 the Current Report on Form 8-K filed by the Company with the SEC on April 11, 2017, 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;
•
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
99.1
Monthly Operating Report for the month ended March 31, 2017, filed with the United States Bankruptcy Court for the Eastern District of Missouri.





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 21, 2017
/s/ Amy B. Schwetz
 
Name: Amy B. Schwetz
 
Title: Executive Vice President and Chief Financial Officer
 






EXHIBIT INDEX

 
 
Exhibit No.
Description
99.1
Monthly Operating Report for the month ended March 31, 2017, filed with the United States Bankruptcy Court for the Eastern District of Missouri.





 EX-99.1 2 march2017exhibit991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI

Case Name: PEABODY ENERGY CORP, et al.                                    
Case Number: (Jointly Administered) 16-42529
Federal Tax I.D.: 13-4004153
Reporting Period: March 2017

CORPORATE MONTHLY OPERATING REPORT
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Debtor Entities and Notes to MOR
 
x
 
Schedule of Cash Receipts and Disbursements
MOR-1
x
 
Bank Account Information
MOR-1a
x
 
Copies of bank reconciliations
 
 
 
Copies of bank statements
 
 
 
Statement of Operations
MOR-2
x
 
Balance Sheet
MOR-3
x
 
Statement of Cash Flows
MOR-3a
x
 
Status of Postpetition Taxes
MOR-4
 
x
Copies of IRS Form 6123 or payment receipt
 
 
 
Copies of tax returns filed during reporting period
 
 
 
Status of Insurance Coverage and Premium Payments
MOR-4
 
x
Summary of Unpaid Postpetition Debts
MOR-5
 
x
Accounts Receivable Reconciliation and Aging
MOR-5
 
x
Taxes Reconciliation and Aging
MOR-5
 
x
Schedule of Payments to Professionals
MOR-6
x
 
First and Second Lien Debt; Adequate Protection Payments
MOR-6
x
 
Debtor Questionnaire
MOR-7
x
 
Report of Other Significant Events
MOR-7
x
 

I declare under the penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
/s/ Amy B. Schwetz
 
April 21, 2017
Signature of Authorized Individual*
 
Date
Amy B. Schwetz
 
 
Printed Name of Authorized Individual
 
 
Executive Vice President and Chief Financial Officer
 
 
Title
 
 

*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI




Listing of Debtor Entities

GENERAL:
The report includes activity from the following Debtors and related Case Numbers:
Debtor
Case No.
Debtor
Case No.
Peabody Energy Corporation
16-42529
Peabody Powder River Services, LLC
16-42613
Peabody Investments Corp.
16-42549
Peabody Wyoming Services, LLC
16-42653
Peabody International Services, Inc.
16-42541
Big Sky Coal Company
16-42530
Peabody International Investments, Inc.
16-42536
Peabody Powder River Mining, LLC
16-42666
Peabody Holding Company, LLC
16-42592
Peabody Caballo Mining, LLC
16-42533
Peabody Operations Holding, LLC
16-42678
Peabody Colorado Operations, LLC
16-42563
Gold Fields Mining, LLC
16-42561
Seneca Coal Company, LLC
16-42652
Arid Operations, Inc.
16-42562
Twentymile Coal, LLC
16-42669
Gold Fields Chile, LLC
16-42548
Colorado Yampa Coal Company, LLC.
16-42560
Gold Fields Ortiz, LLC
16-42578
Moffat County Mining, LLC
16-42636
Peabody Venezuela Coal Corp.
16-42651
Shoshone Coal Corporation
16-42668
Midco Supply and Equipment Corporation
16-42585
Hayden Gulch Terminal, LLC
16-42583
Peabody Terminal Holding Company, LLC
16-42650
Peabody Sage Creek Mining, LLC
16-42625
Peabody Terminals, LLC
16-42614
Peabody Rocky Mountain Services, LLC
16-42616
Peabody Midwest Operations, LLC
16-42660
Peabody Rocky Mountain Management Services, LLC
16-42603
Dyson Creek Mining Company, LLC
16-42621
Peabody Colorado Services, LLC
16-42531
Peabody Midwest Mining, LLC
16-42667
Peabody Twentymile Mining, LLC
16-42627
Peabody Arclar Mining, LLC
16-42545
New Mexico Coal Resources, LLC
16-42647
Falcon Coal Company, LLC
16-42547
Peabody Natural Resources Company
16-42634
Sugar Camp Properties, LLC
16-42649
Gallo Finance Company, LLC.
16-42586
United Minerals Company LLC
16-42663
Peabody America, LLC
16-42609
Big Ridge, Inc.
16-42553
El Segundo Coal Company, LLC
16-42691
Peabody Bear Run Mining, LLC
16-42565
Peabody New Mexico Services, LLC
16-42646
Peabody Wild Boar Mining, LLC
16-42672
Peabody Western Coal Company
16-42644
Peabody Bear Run Services, LLC
16-42574
Peabody Coalsales, LLC
16-42539
Peabody Gateway Services, LLC
16-42581
COALSALES II, LLC
16-42570
Peabody Illinois Services, LLC
16-42610
Peabody COALTRADE, LLC
16-42575
Peabody Indiana Services, LLC
16-42619
Peabody COALTRADE International (CTI), LLC
16-42590
Peabody Wild Boar Services, LLC
16-42677
Peabody Energy Solutions, Inc.
16-42632
Peabody Midwest Management Services, LLC
16-42593
American Land Development, LLC
16-42535
Peabody Midwest Services, LLC
16-42608
Dyson Creek Coal Company, LLC
16-42612
Midwest Coal Acquistion Corporation
16-42576
Juniper Coal Company, LLC.
16-42577
Peabody Coulterville Mining, LLC
16-42550
Independence Material Handling, LLC
16-42606
Peabody Gateway North Mining, LLC
16-42624
Cottonwood Land Company
16-42572
Riverview Terminal Company
16-42664
Cyprus Creek Land Company
16-42534
Black Hills Mining Company LLC
16-42544
American Land Holdings of Illinois, LLC
16-42600
Point Pleasant Dock Company LLC
16-42655
Midwest Coal Reserves of Illinois, LLC
16-42597
Peabody Powder River Operations, LLC
16-42676
Illinois Land Holdings, LLC
16-42599
West Roundup Resources, LLC
16-42671
Century Mineral Resources, Inc.
16-42567
BTU Western Resources, Inc.
16-42554
American Land Holdings of Indiana, LLC
16-42546

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             2
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


Debtor
Case No.
Debtor
Case No.
Midwest Coal Reserves of Indiana, LLC
16-42611
Sage Creek Land & Reserves, LLC
16-42635
American Land Holdings of Kentucky, LLC
16-42589
Twentymile Holdings, LLC
16-42654
Caseyville Dock Company, LLC
16-42537
American Land Holdings Of New Mexico, LLC
16-42579
Peabody Recreational Lands, L.L.C.
16-42605
Four Star Holdings, LLC
16-42556
Hillside Recreational Lands, LLC
16-42594
Francisco Equipment Company, LLC
16-42568
Peabody-Waterside Development LLC
16-42662
Francisco Land Holdings Company, LLC
16-42580
Cyprus Creek Land Resources LLC
16-42602
Francisco Mining, LLC
16-42591
Peabody Development Company, LLC
16-42558
Kentucky Syngas, LLC
16-42618
Central States Coal Reserves Of Illinois, LLC
16-42688
Lively Grove Energy, LLC
16-42595
Central States Coal Reserves of Indiana, LLC
16-42551
Marigold Electricity, LLC
16-42628
Peabody Natural Gas, LLC
16-42626
NM Equipment Company, LLC
16-42582
American Land Holdings of West Virginia, LLC
16-42571
Peabody Archveyor, LLC
16-42623
Conservancy Resources, LLC
16-42564
Peabody Energy Investments, Inc.
16-42642
School Creek Coal Resources, LLC
16-42643
Peabody Magnolia Grove Holdings, LLC
16-42587
American Land Holdings of Colorado, LLC
16-42540
Peabody Southwest, LLC
16-42631
Sage Creek Holdings, LLC
16-42670
Peabody Southwestern Coal Company, LLC.
16-42641
Peabody Electricity, LLC
16-42532
Peabody Williams Fork Mining, LLC
16-42630
Star Lake Energy Company, L.L.C.
16-42639
Porcupine Production, LLC
16-42648
Peabody Energy Generation Holding Company
16-42656
Porcupine Transportation, LLC
16-42665
Thoroughbred Generating Company, L.L.C.
16-42679
Seneca Property, LLC
16-42659
Thoroughbred Mining Company LLC
16-42680
Southwest Coal Holdings, LLC
16-42674
Mustang Energy Company. LLC
16-42657
Twentymile Equipment Company, LLC
16-42675
Peabody Wyoming Gas, LLC
16-42640
Wild Boar Equipment Company, LLC
16-42658
Peabody Venture Fund, LLC
16-42637
Wild Boar Land Holdings Company, LLC
16-42661
Peabody PowerTree Investments LLC
16-42596
James River Coal Terminal, LLC
16-42569
Highwall Mining Services Company
16-42588
Peabody Employment Services, LLC
16-42538
HMC Mining, LLC
16-42566
Kentucky United Coal LLC
16-42573
PEC Equipment Company, LLC
16-42673
Coal Reserve Holding Limited Liability Company No. 1
16-42543
Peabody Services Holdings, LLC
16-42645
Peabody Asset Holdings, LLC
16-42555
Caballo Grande, LLC
16-42559
Peabody IC Funding Corp.
16-42615
Peabody Cardinal Gasification, LLC
16-42542
Peabody IC Holdings, LLC
16-42601
Empire Land Holdings, LLC
16-42692
Peabody Holdings (Gibraltar) Ltd.
16-42604
Peabody Trout Creek Reservoir LLC
16-42622
Midwest Coal Reserves of Kentucky, LLC
16-42620
Pond River Land Company
16-42629
Peabody China, LLC
16-42552
Pacific Export Resources, LLC
16-42598
Peabody Mongolia, LLC
16-42617
Kayenta Mobile Home Park, Inc.
16-42607
PG INVESTMENTS SIX, L.L.C.
16-42638
Peabody School Creek Mining, LLC
16-42633
 
 








Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             3
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


NOTES TO THE MONTHLY OPERATING REPORT


General Notes to the MOR:

1.
Introduction.

On April 13, 2016 (the "Petition Date"), Peabody Energy Corporation ("Peabody") and certain of its subsidiaries and affiliates (collectively with Peabody, the "Debtors" and, on and after April 3, 2017, the "Reorganized Debtors") filed voluntary petitions for relief (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"). Prior to April 3, 2014, the Debtors continued to operate their businesses and managed their properties as "debtors-in-possession" pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On April 29, 2016 the United States Trustee for the Eastern District of Missouri (the "U.S. Trustee") appointed a statutory committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. Information contained herein may differ from the Debtors' Bankruptcy Court filings on the Petition Date due to more accurate information becoming available.

2.
Accounting Principles.

This Monthly Operating Report (the "MOR") includes information regarding the Debtors only and excludes or segregates information regarding non-Debtor affiliates. The financial statements and supplemental information contained herein are preliminary, unaudited, limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the monthly reporting requirements for chapter 11 debtors as required by the Bankruptcy Court. As discussed below, the financial statements and supplemental information contained herein may not comply with generally accepted accounting principles in the United States of America ("GAAP") in all material respects. Therefore, there can be no assurance that the financial statements and supplemental information presented herein are complete, and readers are strongly cautioned not to place undue reliance on this MOR.

The unaudited condensed consolidated financial statements have been derived from the books and records of the Debtors. The information furnished in this report includes primarily normal recurring adjustments but does not include all the adjustments that would typically be made for financial statements in accordance with U.S. GAAP. Furthermore, the information contained herein has not been subject to the same level of accounting review and testing that would typically be applied to financial information in accordance with GAAP. Accordingly, upon application of such procedures, the Reorganized Debtors believe that the financial information in this report could be subject to changes, and these changes could be material.

3.
General Methodology.

The Reorganized Debtors prepared this MOR relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors' and Reorganized Debtors' books and records may not be included in this MOR. Nevertheless, in preparing this MOR, the Reorganized Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein, to the extent necessary.

4.
Past Performance.

The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors or Reorganized Debtors in the future.

5.
Accounts Payable and Accrued Expenses.

To the best of the Reorganized Debtors' knowledge, unaudited postpetition trade payables are current as well as all premiums for insurance policies (see MOR-4).

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             4
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI



6.
Carrying Value of Assets.

Unless otherwise indicated, the values for assets contained in this MOR are book values as of the end of the month for the reporting period. Amounts ultimately realized from the disposition of the Reorganized Debtors' assets may vary materially from the stated book value of the Reorganized Debtors' assets. Thus, unless otherwise noted, this MOR reflects the carrying values of the assets as recorded on the Debtors' and Reorganized Debtors' books and records as of the end of the month and are not based upon any estimate of their current market value. The Reorganized Debtors reserve their rights to amend or adjust the value of each asset set forth herein.

7.
Intercompany Receivables/Payables.

In accordance with the Final Order Pursuant to Sections 345, 363(c)(1), 364, 503(b)(1) and 553 of the Bankruptcy Code: (i) Approving the Continued Use of the Debtors' Cash Management System, Bank Accounts and Business Forms; (ii) Granting a Waiver of the Requirements of Section 345(b) and Certain of the U.S. Trustee's Operating Guidelines; (iii) Permitting Continued Intercompany Transactions; (iv) Preserving and Permitting the Exercise of Intercompany Setoff Rights; and (v) Authorizing Banks to Honor Certain Transfers and Charge Certain Fees and Other Amounts [ECF No. 515], entered by the Bankruptcy Court on May 17, 2016, the Debtors maintained intercompany receivables and payables with certain Debtor and non-Debtor subsidiaries.

8.
Prepetition Liabilities.

As a result of commencing the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 reorganization plan unless authorized by court order. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed.

9.
Postpetition Liabilities.

Although payment of prepetition claims is generally not permitted, the Bankruptcy Court authorized the Debtors to pay certain prepetition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors' business and assets. To the extent such claims have been categorized as "Postpetition Liabilities" herein, the Debtors and Reorganized Debtors reserve the right to dispute their obligations to make such payments and not pay such amounts if they believe the payment not to be in the best interest of the Debtors' and Reorganized Debtors' estates. The Debtors paid undisputed postpetition obligations in the ordinary course of business.

10.
Allocation of Prepetition and Postpetition Liabilities.

The Debtors sought to record liabilities between the prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR. As additional information becomes available and further research is conducted, the Debtors or the Reorganized Debtors may adjust liabilities between the prepetition and postpetition periods. The liability information, except as otherwise noted, is listed as of the close of business as of March 31, 2017. Accordingly, the Reorganized Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate.

11.
Reservation of Rights.

Given the complexity of the Debtors' business, inadvertent errors or omissions or the overinclusion of contracts or leases may have occurred in the preparation of this MOR. Accordingly, the Debtors and Reorganized Debtors hereby reserve all rights to dispute the validity, status, enforceability or the executory nature of any claim amounts, representations or other statements in this MOR and reserve the right to amend or supplement this MOR, if necessary.

Nothing contained in this MOR shall constitute a waiver of the Debtors' and Reorganized Debtors' rights or an admission with respect to the Chapter 11 Cases, including with respect to any issues regarding the Debtors' and Reorganized Debtors' ownership interests, substantive consolidation, equitable subordination, defenses and/or causes of action arising under chapter 5 of the Bankruptcy Code and any other applicable non-bankruptcy law.





Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             5
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-1                


SCHEDULE OF CASH RECEIPTS & DISBURSEMENTS
Period Covered: March 1 through March 31, 2017
(Dollars in millions)
Case No.
Debtor
Cash Receipts
Cash Disbursements
16-42529
Peabody Energy Corporation
$
219.7

$
104.6

16-42549
Peabody Investments Corp.
8.0

60.9

16-42541
Peabody International Services, Inc.
—

0.7

16-42536
Peabody International Investments, Inc.
—

—

16-42592
Peabody Holding Company, LLC
—

6.5

16-42678
Peabody Operations Holding, LLC
—

—

16-42561
Gold Fields Mining, LLC
—

—

16-42562
Arid Operations, Inc.
—

—

16-42548
Gold Fields Chile, LLC
—

—

16-42578
Gold Fields Ortiz, LLC
—

—

16-42651
Peabody Venezuela Coal Corp.
—

—

16-42585
Midco Supply and Equipment Corporation
—

—

16-42650
Peabody Terminal Holding Company, LLC
—

—

16-42614
Peabody Terminals, LLC
—

—

16-42660
Peabody Midwest Operations, LLC
—

—

16-42621
Dyson Creek Mining Company, LLC
—

—

16-42667
Peabody Midwest Mining, LLC
—

9.7

16-42545
Peabody Arclar Mining, LLC
—

4.1

16-42547
Falcon Coal Company, LLC
—

—

16-42649
Sugar Camp Properties, LLC
—

—

16-42663
United Minerals Company LLC
—

—

16-42553
Big Ridge, Inc.
—

—

16-42565
Peabody Bear Run Mining, LLC
—

17.2

16-42672
Peabody Wild Boar Mining, LLC
—

3.2

16-42574
Peabody Bear Run Services, LLC
—

2.7

16-42581
Peabody Gateway Services, LLC
—

0.7

16-42610
Peabody Illinois Services, LLC
—

1.1

16-42619
Peabody Indiana Services, LLC
—

2.7

16-42677
Peabody Wild Boar Services, LLC
—

0.8

16-42593
Peabody Midwest Management Services, LLC
—

4.4

16-42608
Peabody Midwest Services, LLC
—

—

16-42576
Midwest Coal Acquistion Corporation
—

—

16-42550
Peabody Coulterville Mining, LLC
—

—

16-42624
Peabody Gateway North Mining, LLC
—

2.4

16-42664
Riverview Terminal Company
—

—

16-42544
Black Hills Mining Company LLC
—

—

16-42655
Point Pleasant Dock Company LLC
—

—

16-42676
Peabody Powder River Operations, LLC
—

—

16-42671
West Roundup Resources, LLC
—

—

16-42554
BTU Western Resources, Inc.
—

7.7


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             6
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


Case No.
Debtor
Cash Receipts
Cash Disbursements
16-42613
Peabody Powder River Services, LLC
—

9.7

16-42653
Peabody Wyoming Services, LLC
—

—

16-42530
Big Sky Coal Company
—

—

16-42666
Peabody Powder River Mining, LLC
—

52.0

16-42533
Peabody Caballo Mining, LLC
—

8.5

16-42563
Peabody Colorado Operations, LLC
—

—

16-42652
Seneca Coal Company, LLC
—

—

16-42669
Twentymile Coal, LLC
—

1.3

16-42560
Colorado Yampa Coal Company, LLC.
—

—

16-42636
Moffat County Mining, LLC
—

—

16-42668
Shoshone Coal Corporation
—

—

16-42583
Hayden Gulch Terminal, LLC
—

—

16-42625
Peabody Sage Creek Mining, LLC
—

—

16-42616
Peabody Rocky Mountain Services, LLC
—

1.6

16-42603
Peabody Rocky Mountain Management Services, LLC
—

1.0

16-42531
Peabody Colorado Services, LLC
—

—

16-42627
Peabody Twentymile Mining, LLC
—

6.5

16-42647
New Mexico Coal Resources, LLC
—

—

16-42634
Peabody Natural Resources Company
—

1.1

16-42586
Gallo Finance Company, LLC.
—

—

16-42609
Peabody America, LLC
—

—

16-42691
El Segundo Coal Company, LLC
—

5.4

16-42646
Peabody New Mexico Services, LLC
—

1.5

16-42644
Peabody Western Coal Company
—

17.3

16-42539
Peabody Coalsales, LLC
—

1.3

16-42570
COALSALES II, LLC
—

0.3

16-42575
Peabody COALTRADE, LLC
—

2.4

16-42590
Peabody COALTRADE International (CTI), LLC
—

—

16-42632
Peabody Energy Solutions, Inc.
—

—

16-42535
American Land Development, LLC
—

—

16-42612
Dyson Creek Coal Company, LLC
—

—

16-42577
Juniper Coal Company, LLC.
—

—

16-42606
Independence Material Handling, LLC
—

0.1

16-42572
Cottonwood Land Company
—

—

16-42534
Cyprus Creek Land Company
—

—

16-42600
American Land Holdings of Illinois, LLC
—

—

16-42597
Midwest Coal Reserves of Illinois, LLC
—

—

16-42599
Illinois Land Holdings, LLC
—

—

16-42567
Century Mineral Resources, Inc.
—

—

16-42546
American Land Holdings of Indiana, LLC
—

1.2

16-42611
Midwest Coal Reserves of Indiana, LLC
—

0.1

16-42589
American Land Holdings of Kentucky, LLC
—

—

16-42537
Caseyville Dock Company, LLC
—

—

16-42605
Peabody Recreational Lands, L.L.C.
—

—

16-42594
Hillside Recreational Lands, LLC
—

—


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             7
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


Case No.
Debtor
Cash Receipts
Cash Disbursements
16-42662
Peabody-Waterside Development LLC
—

—

16-42602
Cyprus Creek Land Resources LLC
—

—

16-42558
Peabody Development Company, LLC
—

0.1

16-42688
Central States Coal Reserves Of Illinois, LLC
—

—

16-42551
Central States Coal Reserves of Indiana, LLC
—

—

16-42626
Peabody Natural Gas, LLC
—

0.1

16-42571
American Land Holdings of West Virginia, LLC
—

—

16-42564
Conservancy Resources, LLC
—

—

16-42643
School Creek Coal Resources, LLC
—

6.0

16-42540
American Land Holdings of Colorado, LLC
—

—

16-42670
Sage Creek Holdings, LLC
—

—

16-42532
Peabody Electricity, LLC
—

—

16-42639
Star Lake Energy Company, L.L.C.
—

—

16-42656
Peabody Energy Generation Holding Company
—

—

16-42679
Thoroughbred Generating Company, L.L.C.
—

—

16-42680
Thoroughbred Mining Company LLC
—

—

16-42657
Mustang Energy Company. LLC
—

—

16-42640
Peabody Wyoming Gas, LLC
—

—

16-42637
Peabody Venture Fund, LLC
—

—

16-42596
Peabody PowerTree Investments LLC
—

—

16-42588
Highwall Mining Services Company
—

—

16-42566
HMC Mining, LLC
—

—

16-42673
PEC Equipment Company, LLC
—

16.1

16-42645
Peabody Services Holdings, LLC
—

—

16-42559
Caballo Grande, LLC
—

—

16-42542
Peabody Cardinal Gasification, LLC
—

—

16-42692
Empire Land Holdings, LLC
—

—

16-42622
Peabody Trout Creek Reservoir LLC
—

—

16-42629
Pond River Land Company
—

—

16-42598
Pacific Export Resources, LLC
—

—

16-42607
Kayenta Mobile Home Park, Inc.
—

—

16-42633
Peabody School Creek Mining, LLC
—

—

16-42635
Sage Creek Land & Reserves, LLC
—

—

16-42654
Twentymile Holdings, LLC
—

—

16-42579
American Land Holdings Of New Mexico, LLC
—

—

16-42556
Four Star Holdings, LLC
—

—

16-42568
Francisco Equipment Company, LLC
—

—

16-42580
Francisco Land Holdings Company, LLC
—

—

16-42591
Francisco Mining, LLC
—

—

16-42618
Kentucky Syngas, LLC
—

—

16-42595
Lively Grove Energy, LLC
—

—

16-42628
Marigold Electricity, LLC
—

—

16-42582
NM Equipment Company, LLC
—

—

16-42623
Peabody Archveyor, LLC
—

—

16-42642
Peabody Energy Investments, Inc.
—

—


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             8
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


Case No.
Debtor
Cash Receipts
Cash Disbursements
16-42587
Peabody Magnolia Grove Holdings, LLC
—

—

16-42631
Peabody Southwest, LLC
—

—

16-42641
Peabody Southwestern Coal Company, LLC.
—

—

16-42630
Peabody Williams Fork Mining, LLC
—

—

16-42648
Porcupine Production, LLC
—

—

16-42665
Porcupine Transportation, LLC
—

—

16-42659
Seneca Property, LLC
—

—

16-42674
Southwest Coal Holdings, LLC
—

—

16-42675
Twentymile Equipment Company, LLC
—

—

16-42658
Wild Boar Equipment Company, LLC
—

—

16-42661
Wild Boar Land Holdings Company, LLC
—

—

16-42569
James River Coal Terminal, LLC
—

—

16-42538
Peabody Employment Services, LLC
—

—

16-42573
Kentucky United Coal LLC
—

—

16-42543
Coal Reserve Holding Limited Liability Company No. 1
—

—

16-42555
Peabody Asset Holdings, LLC
20.2

—

16-42615
Peabody IC Funding Corp.
—

—

16-42601
Peabody IC Holdings, LLC
—

—

16-42604
Peabody Holdings (Gibraltar) Ltd.
—

—

16-42620
Midwest Coal Reserves of Kentucky, LLC
—

—

16-42552
Peabody China, LLC
—

—

16-42617
Peabody Mongolia, LLC
—

—

16-42638
PG INVESTMENTS SIX, L.L.C.
—

—

Total
 
$
247.9

$
363.0



Notes to MOR-1:

The Debtors utilized a consolidated cash management system for cash receipts and cash disbursements. Cash receipts from the sale of coal are recorded by non-Debtor P&L Receivables Company, LLC. Cash receipts reflected above for Debtor Peabody Energy Corporation include distributions from P&L Receivables Company, LLC which were generated from the sale of receivables to a consortium of unaffiliated asset-backed commercial paper conduits and banks. Cash disbursements were also made utilizing the consolidated cash management system but are shown by Debtor based upon the entity for whom the payment was made.

Disbursements made by non-Debtor subsidiaries are not included in MOR-1.









Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             9
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-1a                    

BANK ACCOUNT INFORMATION
As of March 31, 2017
(Dollars in millions)

Legal Entity
Case Number
Financial Institution
Account Number Ending
Book Balance
COALSALES II, LLC
16-42570
Bank of America
7828
$
—

Gold Fields Mining, LLC
16-42561
Bank of America
7750
—

Gold Fields Mining, LLC
16-42561
PNC Bank
1447
0.8

Gold Fields Mining, LLC
16-42561
U.S. Bank
3000
—

Gold Fields Mining, LLC
16-42561
U.S. Bank
7000
—

Gold Fields Mining, LLC
16-42561
U.S. Bank
7000
—

Gold Fields Mining, LLC
16-42561
U.S. Bank
8000
—

Peabody Asset Holdings, LLC
16-42555
Bank of America
3574
23.3

Peabody Coalsales, LLC
16-42539
Bank of America
7831
—

Peabody COALTRADE International (CTI), LLC
16-42590
PNC Bank
0195
—

Peabody COALTRADE, LLC
16-42575
Bank of America
7844
—

Peabody Coulterville Mining, LLC
16-42550
Coulterville Banking Center
3141
—

Peabody Development Company, LLC
16-42558
PNC Bank
1295
—

Peabody Energy Corporation
16-42529
Bank of America
7721
146.6

Peabody Energy Corporation
16-42529
BBVA Compass Bancshares
6185
0.1

Peabody Energy Corporation
16-42529
BNY Mellon (1)
3991
—

Peabody Energy Corporation
16-42529
BNY Mellon (1)
3993
—

Peabody Energy Corporation
16-42529
Citibank
5856
—

Peabody Energy Corporation
16-42529
Citibank
5857
—

Peabody Energy Corporation
16-42529
Citibank
7362
—

Peabody Energy Corporation
16-42529
Goldman Sachs
1467
—

Peabody Energy Corporation
16-42529
HSBC US
7995
—

Peabody Energy Corporation
16-42529
Morgan Stanley (1)
3139
—

Peabody Energy Corporation
16-42529
Morgan Stanley (1)
2139
—

Peabody Energy Corporation
16-42529
PNC Bank
5539
45.4

Peabody Energy Corporation
16-42529
Regions Bank
0061
4.5

Peabody Energy Corporation
16-42529
Regions Bank
0188
0.1

Peabody Energy Corporation
16-42529
Standard Chartered Bank
8001
—

Peabody Energy Corporation
16-42529
SunTrust (1)
5435
—

Peabody Energy Corporation
16-42529
TD Bank
4661
24.6

Peabody Energy Corporation
16-42529
Texas Capital Bank
2186
—

Peabody Energy Corporation
16-42529
U.S. Bank
0672
0.1

Peabody Energy Corporation
16-42529
Wells Fargo Bank
3458
—

Peabody Energy Corporation
16-42529
Wells Fargo Bank
2953
—

Peabody Holdings (Gibraltar) Ltd.
16-42604
Bank of America
8465
2.5

Peabody IC Funding Corp.
16-42615
Bank of America
3677
5.0

Peabody International Services, Inc.
16-42541
Bank of America
2615
—

Peabody Investments Corp.
16-42549
Bank of America
0622
—

Peabody Investments Corp.
16-42549
Bank of America
5431
—

Peabody Investments Corp.
16-42549
Bank of America
7734
—

Peabody Investments Corp.
16-42549
Bank of America
7747
—


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             10
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


Legal Entity
Case Number
Financial Institution
Account Number Ending
Book Balance
Peabody Investments Corp.
16-42549
Commerce Bank
4951
5.1

Peabody Investments Corp.
16-42549
PNC Bank
1375
—

Peabody Investments Corp.
16-42549
Regions Bank
0088
—

Peabody Investments Corp.
16-42549
U.S. Bank
4740
1.7

Peabody Investments Corp.
16-42549
U.S. Bank
7836
0.8

Peabody Midwest Mining, LLC
16-42667
Bank of America
7815
—

Peabody Natural Gas, LLC
16-42626
Bank of America
4219
—

Peabody Natural Gas, LLC
16-42626
PNC Bank
9694
—

Peabody Natural Resources Company
16-42634
PNC Bank
1439
—

Peabody Powder River Mining, LLC
16-42666
Bank of America
7873
—

Peabody Recreational Lands, L.L.C.
16-42605
U.S. Bank
1279
—

Peabody Rocky Mountain Management Services, LLC
16-42603
UMB Bank
0270
—

Peabody Rocky Mountain Services, LLC
16-42616
UMB Bank
0262
—

Peabody Western Coal Company
16-42644
Bank of America
7860
—

Peabody Western Coal Company
16-42644
Bank of America
0635
—

Peabody Western Coal Company
16-42644
U.S. Bank
2082
1.0

Peabody Western Coal Company
16-42644
Wells Fargo Bank
3356
—

Twentymile Coal, LLC
16-42669
Wells Fargo Bank
3692
—

Total
 
 
 
$
261.6


(1) New account opened during current reporting period

Notes to MOR-1a:

The Reorganized Debtors affirm that reconciliations for all open and active bank accounts were prepared and maintained by the Debtors. Bank account statements and reconciliations are not attached to this monthly operating report, but will be made available upon request of the U.S. Trustee. In addition, the Reorganized Debtors affirm that no bank accounts were opened or closed during the current reporting period with the exception of those denoted in the footnotes to the table above.




Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             11
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-2                    


UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)

 
For the Month Ended March 31, 2017
 
Debtors
 
Non-Debtors
 
Eliminations
 
Consolidated
Revenues
 
 
 
 
 
 
 
Sales
$
238.8

 
$
162.5

 
$
—

 
$
401.3

Other revenues
(0.6
)
 
114.0

 
(0.4
)
 
113.0

Total revenues
238.2

 
276.5


(0.4
)
 
514.3

Costs and expenses
 
 
 
 
 
 
 
Operating costs and expenses (exclusive of items shown separately below)
188.1

 
195.7

 
(0.4
)
 
383.4

Depreciation, depletion and amortization
33.9

 
16.3

 
—

 
50.2

Asset retirement obligations
3.5

 
1.7

 
—

 
5.2

Selling and administrative expenses
12.9

 
2.0

 
—

 
14.9

Other operating income:
 
 
 
 
 
 
 
Net (gain) loss on disposal of assets
(21.3
)
 
0.1

 
—

 
(21.2
)
Asset impairment
30.5

 
—

 
—

 
30.5

Income from equity affiliates and investment in subsidiaries (1)
(55.6
)
 
(1.8
)
 
55.6

 
(1.8
)
Operating profit
46.2

 
62.5

 
(55.6
)
 
53.1

Interest expense
11.4

 
1.8

 
(1.8
)
 
11.4

Interest income
(0.9
)
 
(1.6
)
 
1.8

 
(0.7
)
Reorganization items, net
21.0

 
0.4

 
—

 
21.4

Income from continuing operations before income taxes
14.7

 
61.9

 
(55.6
)
 
21.0

Income tax provision
0.3

 
3.9

 
—

 
4.2

Income from continuing operations, net of income taxes
14.4

 
58.0

 
(55.6
)
 
16.8

Loss from discontinued operations, net of income taxes
(1.2
)
 
(0.1
)
 
—

 
(1.3
)
Net income
13.2

 
57.9

 
(55.6
)
 
15.5

Less: Net income attributable to noncontrolling interests
—

 
2.3

 
—

 
2.3

Net income attributable to common stockholders
$
13.2

 
$
55.6

 
$
(55.6
)
 
$
13.2


(1) Income from equity affiliates and investments in subsidiaries in the Debtors' results includes Non-Debtors' income of $55.6 million.


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             12
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-2        


UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)

Notes to MOR-2:

The Company's reorganization items for the month ended March 31, 2017 consisted of the following:
 
Debtors
 
Non-Debtors
 
Consolidated
Professional fees
$
21.8

 
$
0.4

 
$
22.2

Accounts payable settlement gains
(0.7
)
 
—

 
(0.7
)
Interest income
(0.1
)
 
—

 
(0.1
)
Reorganization items, net
$
21.0

 
$
0.4

 
$
21.4


Professional fees are only those that are directly related to the reorganization and include, among other things, fees associated with advisors to the Debtors, the statutory committee of unsecured creditors and certain secured and unsecured creditors.

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             13
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-3                

UNAUDITED BALANCE SHEET
(Dollars in millions)

 
As of March 31, 2017
 
Debtors
 
Non-Debtors
 

Reclassifications / Eliminations
 
Consolidated
Assets
 

 
 

 
 

 
 

Current assets
 

 
 

 
 

 
 
Cash and cash equivalents
$
261.6

 
$
806.5

 
$
—

 
$
1,068.1

Restricted cash
13.8

 
66.9

 
—

 
80.7

Accounts receivable, net
—

 
330.8

 
(18.7
)
 
312.1

Receivables from affiliates, net
214.9

 
—

 
(214.9
)
 
—

Inventories
116.3

 
134.5

 
—

 
250.8

Assets from coal trading activities, net
0.3

 
0.3

 
—

 
0.6

Other current assets
78.4

 
417.1

 
(1.6
)
 
493.9

Total current assets
685.3

 
1,756.1

 
(235.2
)
 
2,206.2

Property, plant, equipment and mine development, net
4,787.7

 
3,866.2

 
—

 
8,653.9

Investments and other assets
4,622.8

 
573.1

 
(4,170.0
)
 
1,025.9

Notes receivable from affiliates, net
1,047.5

 
—

 
(1,047.5
)
 
—

Total assets
$
11,143.3

 
$
6,195.4

 
$
(5,452.7
)
 
$
11,886.0

Liabilities and Stockholders’ Equity
 

 
 

 
 

 
 

Current liabilities
 

 
 

 
 

 
 

Current portion of long-term debt
$
18.1

 
$
—

 
$
—

 
$
18.1

Payables to affiliates, net
—

 
214.9

 
(214.9
)
 
—

Income taxes payable
—

 
10.2

 
(1.6
)
 
8.6

Liabilities from coal trading activities, net
0.1

 
0.6

 
—

 
0.7

Accounts payable and accrued expenses
546.7

 
430.7

 
(18.7
)
 
958.7

Total current liabilities
564.9

 
656.4

 
(235.2
)
 
986.1

Deferred income taxes
10.4

 
5.8

 
—

 
16.2

Notes payable to affiliates, net
—

 
1,047.5

 
(1,047.5
)
 
—

Other noncurrent liabilities
1,668.7

 
303.4

 
—

 
1,972.1

Total liabilities not subject to compromise
2,244.0

 
2,013.1

 
(1,282.7
)
 
2,974.4

Liabilities subject to compromise
8,416.7

 
—

 
—

 
8,416.7

Total liabilities
10,660.7

 
2,013.1

 
(1,282.7
)
 
11,391.1

Peabody Energy Corporation stockholders’ equity
482.6

 
4,170.0

 
(4,170.0
)
 
482.6

Noncontrolling interests
—

 
12.3

 
—

 
12.3

        Total stockholders’ equity
482.6

 
4,182.3

 
(4,170.0
)
 
494.9

Total liabilities and stockholders’ equity
$
11,143.3

 
$
6,195.4

 
$
(5,452.7
)
 
$
11,886.0


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             14
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-3    

UNAUDITED BALANCE SHEET
(Dollars in millions)

Notes to MOR-3:

See below for a breakdown of liabilities subject to compromise:
 
As of March 31, 2017
Debt
$
8,077.4

Interest payable
172.6

Environmental liabilities (1)
61.9

Trade payables
55.2

Postretirement benefit obligations (2)
23.0

Other accrued liabilities
26.6

Liabilities subject to compromise
$
8,416.7


(1) Balance includes liabilities for environmental claims and litigation arising from historical, non-coal producing operations.

(2) Balance includes a liability for an unfunded non-qualified pension plan, all the participants of which are former employees.







Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             15
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-3a

UNUAUDITED STATEMENT OF CASH FLOWS
(Dollars in millions)
 
For the Month Ended March 31, 2017
 
Debtors
 
Non-Debtors
 
Eliminations
 
Consolidated
Cash Flows From Operating Activities
 
 
 
 
 
 
 
Net income
$
13.2

 
$
57.9

 
$
(55.6
)
 
$
15.5

Loss from discontinued operations, net of income taxes
1.2

 
0.1

 
—

 
1.3

Income from continuing operations, net of income taxes
14.4

 
58.0

 
(55.6
)
 
16.8

Adjustments to reconcile income from continuing operations, net of income taxes to net cash provided by operating activities:
 
 
 
 
 
 
 
Depreciation, depletion and amortization
33.9

 
16.3

 
—

 
50.2

Noncash interest expense
(3.4
)
 
0.4

 
—

 
(3.0
)
Deferred income taxes
6.9

 
(0.1
)
 
—

 
6.8

Noncash share-based compensation
0.6

 
—

 
—

 
0.6

Asset impairment
30.5

 
—

 
—

 
30.5

Net (gain) loss on disposal of assets
(21.3
)
 
0.1

 
—

 
(21.2
)
Income from equity affiliates and investment in subsidiaries
(55.6
)
 
(1.8
)
 
55.6

 
(1.8
)
Reclassification from other comprehensive income for terminated hedge contracts
9.2

 
—

 
—

 
9.2

Noncash reorganization items, net
5.8

 
0.6

 
—

 
6.4

Changes in current assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
2.3

 
(2.8
)
 
—

 
(0.5
)
Intercompany activity related to securitization program, net
(15.9
)
 
15.9

 
—

 
—

Inventories
(12.5
)
 
31.0

 
—

 
18.5

Net assets from coal trading activities
0.3

 
1.6

 
—

 
1.9

Other current assets
10.5

 
(5.2
)
 
—

 
5.3

Accounts payable and accrued expenses
(33.5
)
 
27.2

 
—

 
(6.3
)
Restricted cash
(82.6
)
 
8.9

 
—

 
(73.7
)
Asset retirement obligations
2.2

 
1.2

 
—

 
3.4

Accrued postretirement benefit costs
0.8

 
—

 
—

 
0.8

Accrued pension costs
1.8

 
—

 
—

 
1.8

Take-or-pay obligation settlement
(5.5
)
 
—

 
—

 
(5.5
)
Other, net
1.8

 
(1.2
)
 
—

 
0.6

Net cash (used in) provided by continuing operations
(109.3
)
 
150.1

 
—

 
40.8

Net cash used in discontinued operations
(5.4
)
 
(0.5
)
 
—

 
(5.9
)
Net cash (used in) provided by operating activities
(114.7
)
 
149.6

 
—

 
34.9

Cash Flows From Investing Activities
 
 
 
 
 
 
 
Additions to property, plant, equipment and mine development
(19.1
)
 
(6.2
)
 
—

 
(25.3
)
Changes in accrued expenses related to capital expenditures
1.5

 
(0.8
)
 
—

 
0.7

Proceeds from disposal of assets, net of notes receivable
22.0

 
—

 
—

 
22.0

Contributions to joint ventures
—

 
(28.3
)
 
—

 
(28.3
)
Distributions from joint ventures
—

 
24.1

 
—

 
24.1

Advances to related parties
—

 
(0.2
)
 
—

 
(0.2
)
Repayments of loans from related parties
—

 
13.0

 
—

 
13.0

Other, net
—

 
(0.2
)
 
—

 
(0.2
)
Net cash provided by investing activities
4.4

 
1.4

 
—

 
5.8

Cash Flows From Financing Activities
 
 
 
 
 
 
 
Repayments of long-term debt
(0.4
)
 
—

 
—

 
(0.4
)
Payment of deferred financing costs
(17.4
)
 
—

 
—

 
(17.4
)
Repurchase of employee common stock relinquished for tax withholding
(0.1
)
 
—

 
—

 
(0.1
)
Transactions with affiliates, net
13.1

 
(13.1
)
 
—

 
—

Net cash used in financing activities
(4.8
)
 
(13.1
)
 
—

 
(17.9
)
Net change in cash and cash equivalents
(115.1
)
 
137.9

 
—

 
22.8

Cash and cash equivalents at beginning of period
376.7

 
668.6

 
—

 
1,045.3

Cash and cash equivalents at end of period
$
261.6

 
$
806.5

 
$
—

 
$
1,068.1


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             16
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI




Notes to MOR-3a:

The beginning and ending cash balances do not include restricted cash.

In accordance with Peabody's securitization facility, most receivables generated from the Debtors' coal sales were sold to P&L Receivables Company, LLC, a non-Debtor entity. The cash collected relating to these receivables was paid to a lockbox held by P&L Receivables Company, LLC, and receipts in excess of amounts required to back outstanding letters of credit under the securitization facility were subsequently transferred to Peabody Energy Corporation in order to fund current operating expenses.

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             17
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI



MOR-4

STATUS OF POSTPETITION TAXES

To the best of the Reorganized Debtors' knowledge, as of the date hereof, (i) all taxes incurred postpetition by the Debtors (the "Postpetition Taxes") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Postpetition Taxes. For the purpose of this attestation, "Postpetition Taxes" is meant to encompass severance taxes, coal excise taxes, sales and use taxes, employment and wage-related taxes, franchise taxes and fees, property taxes, foreign taxes, income taxes, and other taxes incurred postpetition by the Debtors.

Due to the level of detailed records copies of IRS form 6123 or payment receipts and copies of tax returns filed during the reporting period will be made available upon request.


STATUS OF INSURANCE COVERAGE AND PREMIUM PAYMENTS

To the best of the Reorganized Debtors' knowledge, as of the date hereof, (i) all premiums for insurance programs maintained by the Debtors (the "Insurance Premiums") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Insurance Premiums.


MOR-5

SUMMARY OF UNPAID POSTPETITION DEBTS; ACCOUNTS RECEIVABLE RECONCILIATION AND AGING; TAXES RECONCILIATION AND AGING

Notes to MOR-5:

The Reorganized Debtors believe that the information as disclosed in MOR-3 appropriately summarizes the ending accounts receivable and accounts payable balances of the Debtors. Due to the volume of transactions related to customer billings and vendor payments, the following items will be made available upon request: (i) summary of unpaid postpetition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging.

Due to the level of detailed records, a taxes aging schedule will be made available upon request.



Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             18
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-6                    

PAYMENTS TO RETAINED PROFESSIONALS
(Dollars in millions)
Professional
Role
Amount Paid During the Month Ended March 31, 2017
Cumulative Paid from April 13, 2016 through March 31, 2017
Debtors' Retained Professionals
 
 
 
Jones Day
Legal counsel
$
5.5

$
21.5

Armstrong Teasdale LLP
Legal counsel
0.4

1.7

FTI Consulting, Inc.
Financial advisor
0.7

8.7

Kurtzman Carson Consultants, LLC
Claims, balloting and noticing agent
0.3

2.9

Lazard Freres & Co., LLC
Investment banker
0.4

2.3

Quinn Emanuel Urquhart & Sullivan
Legal counsel
0.3

4.1

Ernst & Young LLP
Auditor and tax advisor
2.3

3.0

KPMG LLP
Tax advisor
0.3

0.8

Wilmer Cutler Pickering Hale & Dorr LLP
Legal counsel
0.4

1.1

 
 
 
 
Official Committee of Unsecured Creditors' Retained Professionals
 
 
Morrison & Foerster LLP
Legal counsel
1.3

6.3

Curtis Mallet-Prevost, Colt & Mosle, LLP
Legal counsel
0.1

2.8

Spencer Fane LLP
Legal counsel
—

0.1

Berkeley Research Group, LLC
Financial advisor
0.3

4.9

Jefferies LLC
Investment banker
0.8

1.7

Blackacre LLC
Independent expert
0.1

0.5

Total Payments to Retained Professionals
$
13.2

$
62.4



Notes to MOR-6:

Payments to ordinary course professionals and reimbursement of professionals engaged by the debtor-in-possession financing lenders and first lien lenders are not included in MOR-6.


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             19
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


MOR-6                    
FIRST AND SECOND LIEN DEBT
As of March 31, 2017
(Dollars in millions)
Principal
 
Beginning Balance
 
Principal Advances (Returns), Net of Original Issue Discounts
 
Debt Issuance Costs
 
Repayments
 
Amortization of Debt Issuance Costs and Original Issue Discounts
 
Ending Balance
Revolver
 
$
1,555.1

 
$
—

 
$
—

 
$
—

 
$
—

 
$
1,555.1

Term Loan B Facility
 
1,154.5

 
—

 
—

 
—

 
—

 
1,154.5

10% Senior Notes
 
962.3

 
—

 
—

 
—

 
—

 
962.3

Terminated derivative contracts (1)
 
257.3

 
—

 
—

 
—

 
—

 
257.3

Total
 
$
3,929.2

 
$
—

 
$
—

 
$
—

 
$
—

 
$
3,929.2


(1) As a result of the Debtors' bankruptcy filings, counterparties to certain derivative contracts terminated the agreements shortly thereafter in accordance with contractual terms and the Debtors recorded liabilities equivalent to the termination value of each contract. Such liabilities are considered first lien debt.


ADEQUATE PROTECTION PAYMENTS
For the Month Ended March 31, 2017
(Dollars in millions)
Accrued Interest/Fees
 
Beginning Balance
 
Interest and Fees Incurred
 
Repayments
 
Ending Balance
Revolver
 
$
—

 
$
4.7

 
$
(4.7
)
 
$
—

Term Loan B Facility
 
8.3

 
4.3

 
(12.6
)
 
—

Terminated derivative contracts
 
—

 
0.9

 
(0.9
)
 
—

Letters of credit and surety
 
0.3

 
0.7

 
(1.0
)
 
—

Total
 
$
8.6

 
$
10.6

 
$
(19.2
)
 
$
—




Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             20
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI



MOR-7                    

DEBTOR QUESTIONNAIRE
Must be completed each month. If the answer to any of the questions is "Yes", provide a detailed explanation of each item. Attach additional sheets if necessary.
Yes
No
Explanation
1.
Have any assets been sold or transferred outside the normal course of business this reporting period?
X
 
Dominion Terminal Associates sale, pursuant to Court Docket Nos. 2262; 2592 and 2627
2.
Have any funds been disbursed from any account other than a debtor in possession account this reporting period?
 
X
 
3.
Is the Debtor delinquent in the timely filing of any postpetition tax returns?
 
X
 
4.
Are workers compensation, general liability or other necessary insurance coverages expired or canceled, or has the Debtor received notice of expiration or cancellation of such policies?
 
X
 
5.
Is the Debtor delinquent in paying any insurance premium payments?
 
X
See MOR-4
6.
Have any payments been made on prepetition liabilities this reporting period?
X
 
The Debtors have made payments on prepetition liabilities as allowed by orders entered by the Bankruptcy Court.
7.
Are any postpetition receivables (accounts, notes or loans) due from related parties?
X
 
Intercompany receivables per Note 7 of the General Notes to the MOR
8.
Are any postpetition payroll taxes past due?
 
X
See MOR-4
9.
Are any postpetition State or Federal income taxes past due?
 
X
See MOR-4
10.
Are any postpetition real estate taxes past due?
 
X
See MOR-4
11.
Are any other postpetition taxes past due?
 
X
See MOR-4
12.
Have any prepetition taxes been paid during this reporting period?
X
 
The Debtors have made payments on prepetition taxes as allowed by orders entered by the Bankruptcy Court.
13.
Are any amounts owed to postpetition creditors delinquent?
 
X
 
14.
Are any wage payments past due?
 
X
 
15.
Have any post petition loans been received by the Debtor from any party?
X
 
DIP Term Loan per MOR-6
16.
Is the Debtor delinquent in paying any U.S. Trustee fees?
 
X
 
17.
Is the Debtor delinquent with Court ordered payments to attorneys or other professionals?
 
X
 
18.
Have the owners or shareholders received any compensation outside of the normal course of business?
 
X
 


Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             21
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI



MOR-7                    

REPORT OF OTHER SIGNIFICANT EVENTS

In late December 2016, the Debtors filed (a) their Joint Plan of Reorganization; (b) the Disclosure Statement related to that plan; (c) their solicitation procedures motion related to the Plan and the Disclosure Statement (the Solicitation Procedures Motion) and (d) a motion (the PSA Motion) for approval of, among other things (i) the Private Placement Agreement, the Backstop Commitment Agreement and the Plan Support Agreement (all as defined in the PSA Motion) and (ii) certain procedures related to the Debtors' contemplated rights offering and the payment of related expenses. At a hearing on January 26, 2017, the Bankruptcy Court approved, among other things, the Disclosure Statement and granted the PSA Motion and the Solicitation Procedures Motion. On January 27, 2017, the Debtors filed (a) their Second Amended Joint Plan of Reorganization (as further amended and supplemented, the Plan) and (b) the Second Amended Disclosure Statement related to the Plan.
On February 24, 2017, an ad hoc group of non-consenting creditors filed a motion to compel discovery from the proponents of the Plan, including the Debtors (the Motion to Compel). On March 1, 2017, the Bankruptcy Court entered an order denying the Motion to Compel.
On March 2, 2017, the Debtors filed (a) a motion for approval of a settlement with, among others, Kinder Morgan (the Kinder Morgan Settlement Motion), (b) a motion to establish certain claims reserves (the Claims Reserves Motion) and (c) an omnibus motion to approve stipulations regarding certain previously-filed executory contract rejection motions (the Omnibus Stipulation Motion).
In the period from early March to mid-March, 2017, the Debtors filed various exhibits as supplements to the Plan.
On March 9, 2017, certain individuals filed an adversary proceeding captioned Packer, et al. v. Peabody Energy Corporation, et al. (Adversary Proceeding Case No. 17-4039-399) against the Company, Wilmington Trust Company, as Indenture Trustee and Member of the Unsecured Creditors’ Committee, Wilmington Savings Fund Society, FSB, as Indenture Trustee and Member of the Unsecured Creditors’ Committee, Aurelius Capital Management, LP, Contrarian Capital Management, L.L.C., Discovery Capital Management, LLC, Elliott Management Corp, Panning Capital Management, LP, and PointState Capital LP (the Packer Adversary Proceeding). A settlement with the plaintiffs in the Packer Adversary Proceeding was reached in connection with confirming the Plan. On April 11, 2017, the Packer Adversary Proceeding was dismissed with prejudice.
On March 9, 2017, the Bankruptcy Court entered orders (a) approving the sale of the Debtors' interest in Dominion Terminal Associates; (b) authorizing the rejection of certain executory contracts; (c) authorizing the assumption of certain executory contracts; (d) granting the Equipment Lease Motion; and (e) approving the compensation and expense reimbursement for various estate professionals. On March 13, 14 and 16, 2017, the Bankruptcy Court entered additional orders approving the compensation and expense reimbursement for other estate professionals.
On March 15, 2017, the Debtors filed a notice of settlement with the United Mine Workers 1974 Pension Plan and Trust. Also on March 15, 2017, an ad hoc group of non-consenting creditors (the Non-Consenting Ad Hoc Group) filed a motion in limine to exclude certain evidence from the Debtors' confirmation hearing. The Bankruptcy Court denied the Non-Consenting Ad Hoc Group's motion on March 16, 2017.
In the period from late February 2017 to mid-March 2017, various parties filed objections to confirmation of the Plan. On March 14, 2017, the Debtors and other parties (including the Official Committee of Unsecured Creditors) filed replies to the objections to confirmation of the Plan.
The Debtors filed revised versions of the Plan on March 14, 2017 and March 15, 2017. On March 16, 2017, the Bankruptcy Court held a hearing to determine whether to confirm the Plan. At the March 16 hearing, the Bankruptcy Court overruled various objections to confirmation of the Plan and indicated that the court would entertain an order confirming the Plan.
On March 16, 2017, the Bankruptcy Court entered an agreed order and stipulation resolving certain disputes between the Gold Fields Debtors, Blue Tee Corp. and certain insurers related to certain Historic Gold Fields Policies (as defined in the Plan) and the adversary proceeding initiated by the insurers (Adversary Proceeding Case No. 17-04010-399). The adversary proceeding was subsequently dismissed without prejudice on April 5, 2017.
On March 17, 2017, the Bankruptcy Court entered various orders, including (a) an order granting the Claims Reserve Motion; (b) an order granting the Omnibus Stipulation Motion; (c) an order granting the Kinder Morgan Settlement Motion; and (d) an agreed order and stipulation approving settlement among the Debtors and the United States of America, on behalf of multiple different entities (the Governments), relating to the Governments’ proofs of claim and their various objections to the Plan.

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             22
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


On March 17, 2017, the Bankruptcy Court entered an order confirming the Plan (the Confirmation Order).
On March 22, 2017, Peabody Energy Corporation (the Company) filed its Annual Report on Form 10-K with the Securities and Exchange Commission for the fiscal year ended on December 31, 2016.
On March 22, 2017, the Non-Consenting Ad Hoc Group filed a notice of appeal of the Confirmation Order. On March 23, 2017, the Non-Consenting Ad Hoc Group filed notices of appeal for several Bankruptcy Court orders related to the Confirmation Order. The appeals are currently pending in the United States District Court for the Eastern District of Missouri (the District Court) and have been consolidated. On March 23, 2017, the Non-Consenting Ad Hoc Group filed an emergency motion for a stay of the Confirmation Order (the Stay Motion). On March 28, 2017, the Debtors and several other parties filed objections to the Stay Motion. On March 29, 2017, the District Court held a hearing on the Stay Motion. On March 30, 2017, the District Court issued a memorandum and order denying the Stay Motion. On March 30, 2017, the District Court entered an order consolidating the appeals under the main appeal of the Confirmation Order.
On March 27, 2017, the Bankruptcy Court entered a stipulation and order regarding the treatment of claims of certain former executives of Peabody Energy Corporation under the Plan. The Debtors also filed (a) a notice regarding a general unsecured claims reserve supplement with the Bankruptcy Court on March 27, 2017 and (b) certain amended exhibits to the Plan.
On March 28, 2017, one of the Debtors' professionals filed an application for retention. The Bankruptcy Court entered an order authorizing the professional's employment on April 6, 2017.
On March 31, 2017, the Debtors filed a motion to approve certain stipulations regarding certain previously-filed executory contract rejection motions (the Second Omnibus Stipulation Motion). The Bankruptcy Court granted the Second Omnibus Stipulation Motion at a hearing on April 12, 2017.
On April 2, 2017, the Debtors filed further amended exhibits to the Plan regarding their assumption and rejection of executory contracts and leases. On April 10, 2017, the Bankruptcy Court entered several orders resolving previously-filed objections to the Debtors' assumption and rejection of certain executory contracts and leases.
On April 3, 2017 (the Effective Date), the Debtors 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 Debtors emerged from the Chapter 11 Cases. The Debtors filed a notice of the Confirmation Order and occurrence of the Effective Date and bar dates for filing certain claims on April 3, 2017. In accordance with the Plan, all of the Debtors' prepetition debt obligations were discharged and the Company's outstanding shares of common stock, including all options and warrants to purchase such stock, were extinguished, canceled and discharged.
On the Effective Date, the Company entered into a registration rights agreement (the Registration Rights Agreement) with certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the Holders) that received shares of the Company’s new common stock (the Common Stock) and new Series A Convertible Preferred Stock (the Preferred Stock) in the Company on the Effective Date as provided in the Plan. The Registration  Rights Agreement provides Holders with registration rights for the Holders’ Registrable Securities (as defined in the Registration Rights Agreement). Further information regarding the Registration Rights Agreement can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
On the Effective Date, the Company entered into a warrant agreement (the Warrant Agreement) with American Stock Transfer and Trust Company, LLC. In accordance with the Plan, the Company issued 6,210,000 warrants to purchase  up to an aggregate of 6,210,000 shares of Common Stock at an exercise price of $0.01 per share (the Warrants) to all Noteholder Co-Proponents (as defined in the Plan) and subscribers in the Rights Offering (as defined in the Plan) and related backstop commitment. All unexercised Warrants will expire, and the rights of the holders of such Warrants to purchase Common Stock will terminate, on July 3, 2017. Further information regarding the Warrant Agreement can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
As previously disclosed, on February 15, 2017, Peabody Securities Finance Corporation (the Issuer), a Delaware corporation and wholly owned subsidiary of the Company, entered into an indenture (the Indenture) between the Issuer and Wilmington Trust, National Association, as trustee (the Trustee), relating to the issuance by the Issuer of $500.0 million aggregate principal amount of 6.000% senior secured notes due 2022 (the 2022 Notes) and $500.0 million aggregate principal amount of 6.375% senior secured notes due 2025 (the 2025 Notes and, together with the 2022 Notes, the Notes).   The Notes were sold on February 15, 2017 in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the Securities Act).  

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             23
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


Prior to the Effective Date, the Issuer deposited the net proceeds of the offering of the Notes, together with additional funds deposited by the Company, into an escrow account pending confirmation of the Plan and certain other conditions being satisfied. On the Effective Date, the net proceeds from the offering were released from escrow to the Company and the Company became a co-obligor of the Notes by executing a supplemental indenture, dated as of April 3, 2017 (the First Supplemental Indenture), among the Company, the Issuer, the subsidiary guarantors party thereto and the Trustee, and, thereafter, became the sole issuer of the Notes upon the merger of the Issuer with and into the Company pursuant to the Certificate of Ownership and Merger, dated as of April 3, 2017, with the Company as the surviving corporation (the Assumption). Upon the Assumption, the Notes became jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of the Company’s material domestic subsidiaries and secured by first priority liens over (a) substantially all of the assets of the Company and the guarantors, except for certain excluded assets, (b) 100% of the capital stock of each domestic restricted subsidiary of the Company, (c) 100% of the non-voting capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company and no more than 65% of the voting capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company, (d) a legal charge of 65% of the voting capital stock and 100% of the non-voting capital stock of Peabody Investments (Gibraltar) Limited and (e) all intercompany debt owed to the Company or any guarantor, in each case, subject to certain exceptions, including that the Notes and guarantees are secured by second priority liens on certain collateral pledged under the Credit Agreement (as defined below). Further information regarding the Notes can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
As previously disclosed, on January 11, 2017, the Debtors obtained an exit facility commitment letter (the Exit Facility Commitment Letter) from Goldman Sachs Bank USA (Goldman Sachs), JPMorgan Chase Bank, N.A. (JPMorgan), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, CS), Credit Suisse Securities (USA) LLC (CS Securities and, together with Goldman Sachs and JPMorgan, the Arrangers), Macquarie Capital Funding LLC (together with Goldman Sachs, CS and JPMorgan, the Initial Lenders) and Macquarie Capital (USA) Inc. (collectively with the Arrangers and the Initial Lenders, the Commitment Parties), pursuant to which, in connection with the consummation of the Plan, the Initial Lenders agreed to provide a senior secured term loan facility in an aggregate amount of $1.5 billion, less the aggregate principal amount of privately placed debt securities of the Company, or special purpose escrow issuer, issued on or prior to the closing date of the term loan facility (the Closing Date), plus any amount of additional senior secured term loans funded on the Closing Date at the sole discretion of the Arrangers and the Company.
On April 3, 2017, the Company entered into the Credit Agreement, dated as of April 3, 2017, among the Company, as Borrower, Goldman Sachs Bank USA, as Administrative Agent, and the other lenders party thereto (the Credit Agreement) as contemplated by the Exit Facility Commitment Letter. The Credit Agreement provides for a $950 million senior secured term loan, matures in 2022 and bears interest at a fluctuating rate of LIBOR plus 4.50% per annum with a 1.00% LIBOR floor.
As previously disclosed, on January 27, 2017, the Company and P&L Receivables Company, LLC (P&L Receivables) obtained a commitment letter (as amended, the Receivables Commitment Letter) from PNC Bank, National Association (PNC), pursuant to which, in connection with the consummation of the Plan, PNC agreed to amend the existing securitization facility evidenced by the Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 25, 2016, among P&L Receivables, as the seller, the Company, as the servicer, the sub-servicers party thereto, the various purchasers and purchaser agents party thereto and PNC, as administrator, in order to, among other things, (a) increase the purchase limit to an amount not to exceed $250.0 million, (b) extend the facility termination date, and (c) add certain Australian subsidiaries of the Company as originators.
On the Effective Date, the Company entered into the Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2017 (the Receivables Purchase Agreement), among P&L Receivables, as the seller, the Company, as the servicer, the sub-servicers party thereto, the various purchasers and purchaser agents party thereto and PNC, as administrator. The Receivables Purchase Agreement effectuates the terms of the Receivables Commitment Letter.
On the Effective Date, in connection with the Company’s emergence from the Chapter 11 Cases and in reliance on the exemption from registration requirements of the Securities Act provided by Section 1145 of the Bankruptcy Code, the reorganized Company issued (a) 11,636,980 shares of Common Stock issued pursuant to the initial distributions of Common Stock to certain holders of Allowed Claims (as defined in the Plan) under the Plan and (b) 51,225,813 shares of Common Stock and approximately 2,915,990 Warrants (the 1145 Warrants) issued pursuant to the completed Rights Offering to certain holders of the Company's prepetition indebtedness for total consideration of approximately $704 million.

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             24
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI


The reorganized Company also issued, on the Effective Date, in connection with the Company's emergence from the Chapter 11 Cases (a) 29,999,999 shares of Preferred Stock issued to specific parties to the Private Placement Agreement for total consideration of $750 million; (b) 3,319,641 shares of Common Stock and approximately 188,979 Warrants (the Private Warrants) issued to specified parties to the Backstop Commitment Agreement on account of their commitments under that agreement, for total consideration of $46 million; and (c) 4,799,813 shares of Common Stock and 3,105,000 Private Warrants to specified parties to the Private Placement Agreement and Backstop Commitment Agreement on account of commitment premiums contemplated by those agreements.
In accordance with the Plan, the Peabody Energy Corporation 2017 Incentive Plan (the 2017 Incentive Plan) became effective as of the Effective Date. The 2017 Incentive Plan is intended to, among other things, help attract and retain employees and directors upon whom, in large measure, the Company depends for sustained progress, growth and profitability. The 2017 Incentive Plan also permits awards to consultants. The 2017 Incentive Plan generally provides for several types of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. The aggregate number of shares of Common Stock reserved for issuance pursuant to the 2017 Incentive Plan is 14,092,376. Further information regarding the 2017 Incentive Plan can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
On the Effective Date, the reorganized Company granted restricted stock units under the 2017 Incentive Plan and the terms of the relevant restricted stock unit agreement to employees, including its executive officers. Further information regarding the Emergence Awards can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
Pursuant to the Confirmation Order, on April 3, 2017, the adversary proceeding brought by the Debtors against Citibank, N.A. (Citibank) (in its capacity as Administrative Agent under the Debtors' prepetition secured credit agreement) regarding the extent of certain collateral and secured claims of certain prepetition creditors (No. 16-04068-399) (the CNTA Adversary Proceeding) was dismissed with prejudice. A notice of such dismissal was filed with the Bankruptcy Court on April 6, 2017.

Case Name:    PEABODY ENERGY CORP, et al.                                        
Case Number:    (Jointly Administered) 16-42529                             25