Long-term Debt

The Company’s total indebtedness as of June 30, 2017 and December 31, 2016 is set forth in the table below. As of December 31, 2016, substantially all of the Company's long-term debt, with the exception of capital lease obligations, was recorded in “Liabilities subject to compromise” in the consolidated balance sheets. Refer to Note 3. "Emergence from the Chapter 11 Cases and Fresh Start Reporting" for additional information.



	Successor			Predecessor
	June 30, 2017			December 31, 2016
	(Dollars in millions)
6.00% Senior Secured Notes due March 2022	$	500.0		$	—
6.375% Senior Secured Notes due March 2025	500.0			—
Senior Secured Term Loan due 2022	943.1			—
2013 Revolver	—			1,558.1
2013 Term Loan Facility due September 2020	—			1,162.3
6.00% Senior Notes due November 2018	—			1,518.8
6.50% Senior Notes due September 2020	—			650.0
6.25% Senior Notes due November 2021	—			1,339.6
10.00% Senior Secured Second Lien Notes due March 2022	—			979.4
7.875% Senior Notes due November 2026	—			247.8
Convertible Junior Subordinated Debentures due December 2066	—			386.1
Capital lease and other obligations	92.4			20.1
Less: Debt issuance costs	(78.4		)	(70.8		)
	1,957.1			7,791.4
Less: Current portion of long-term debt	189.0			20.2
Less: Liabilities subject to compromise	—			7,771.2
Long-term debt	$	1,768.1		$	—

As more fully described in Note 3. "Emergence from the Chapter 11 Cases and Fresh Start Reporting", on the Effective Date, all of the debt instruments associated with the Predecessor indebtedness included in the above table, with the exception of the capital lease and other obligations, were canceled and the debt obligations discharged. In accordance with the Plan, the Company was concurrently recapitalized with new debt and equity instruments, including the 6.000% Senior Notes due March 2022, the 6.375% Senior Notes due March 2025, and the Senior Secured Term Loan due 2022, included with the Successor obligations in the above table.

In connection with the Chapter 11 Cases, the Company was required to pay monthly adequate protection payments to certain first lien creditors in accordance with the rates defined in its existing prepetition credit facility which included the 2013 Revolver and the 2013 Term Loan Facility due September 2020. The adequate protection payments were recorded as "Interest expense" in the consolidated statement of operations, which totaled $29.8 million during the Predecessor period January 1, 2017 through April 1, 2017.

For the remaining non-first lien Predecessor indebtedness included in the table above, with the exception of capital lease and other obligations, the Company did not record interest expense subsequent to the filing of the Bankruptcy Petitions. The amount of contractual interest for such obligations which was automatically stayed in accordance with Section 502(b)(2) of the Bankruptcy Code was $92.9 million for the period January 1, 2017 through the Effective Date.

6.00% and 6.375% Senior Secured Notes (collectively, the Successor Notes)

The Successor Notes were issued at par value. The Company paid aggregate debt issuance costs of $49.5 million related to the offering, which will be amortized over the respective terms of the Successor Notes.

Interest payments on the Successor Notes are scheduled to occur each year on March 31st and September 30th until maturity. During the Successor period April 2, 2017 through June 30, 2017, the Company recorded interest expense of $15.1 million related to the Successor Notes.

The Company may redeem the 6.00% Senior Secured Notes due March 2022, in whole or in part, beginning in 2019 at 103.0% of par, in 2020 at 101.5% of par, and in 2021 and thereafter at par. The 6.375% Senior Secured Notes due March 2025 may be redeemed, in whole or in part, beginning in 2020 at 104.8% of par, in 2021 at 103.2% of par, in 2022 at 101.6% of par, and in 2023 and thereafter at par.

The indenture underlying the Successor Notes (Indenture) contains customary conditions of default and imposes certain restrictions on the Company's activities, including its ability to incur liens, incur debt, make investments, engage in fundamental changes such as mergers and dissolutions, dispose of assets, enter into transactions with affiliates, and make certain restricted payments, such as cash dividends and share repurchases.

The Successor Notes rank senior in right of payment to any subordinated indebtedness and equally in right of payment with any senior indebtedness to the extent of the collateral securing that indebtedness. The Successor Notes are 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 (1) substantially all of the assets of the Company and the guarantors, except for certain excluded assets, (2) 100% of the capital stock of each domestic restricted subsidiary of the Company, (3) 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, (4) a legal charge of 65% of the voting capital stock and 100% of the non-voting capital stock of Peabody Investments (Gibraltar) Limited and (5) all intercompany debt owed to the Company or any guarantor, in each case, subject to certain exceptions. The obligations under the Successor Notes are secured on a pari passu basis by the same collateral securing the Successor Credit Agreement, subject to certain exceptions.

Successor Credit Agreement

The Successor Credit Agreement provides for a $950 million first lien senior secured term loan (the Senior Secured Term Loan), which bears interest at a fluctuating rate of LIBOR plus 4.50% per annum with a 1.00% LIBOR floor. During the Successor period April 2, 2017 through June 30, 2017, the Company recorded interest expense of $25.5 million related to the Senior Secured Term Loan.

Proceeds from the Senior Secured Term Loan were received net of an original issue discount and deferred financing costs of $37.3 million that will be amortized over its five-year term. The loan principal is payable in quarterly installments of $2.4 million plus accrued interest through December 2021 with the remaining balance due in March 2022. The loan principal is voluntarily prepayable at any time without premium or penalty. The Senior Secured Term Loan may require mandatory principal prepayments of 75% of Excess Cash Flow (as defined in the Successor Credit Agreement) generated from the Effective Date through December 31, 2017. For 2018 and subsequent years, mandatory principal prepayments are calculated as (i) 50% of Excess Cash Flow if the Company's Total Leverage Ratio (as defined in the Successor Credit Agreement and calculated as of December 31) is less than or equal to 2.00:1.00 and greater than 1.50:1.00, (ii) 25% of Excess Cash Flow if the Company's Total Leverage Ratio is less than or equal to 1.50:1.00 and greater than 1.00:1.00, or (iii) zero if the Company's Total Leverage Ratio is less than or equal to 1.00:1.00. If required, mandatory prepayments resulting from Excess Cash Flows are payable within 100 days after the end of each fiscal year. In certain circumstances, the Senior Secured Term Loan also requires that Excess Proceeds (as defined in the Successor Credit Agreement) of $10 million or greater from sales of Company assets be applied against the loan principal, unless such proceeds are reinvested within one year.

Under the Successor Credit Agreement, the Company's annual capital expenditures are limited to $220 million, $220 million, $250 million, $250 million, and $300 million from 2017 through 2021, respectively, subject to certain carryforward and carryback provisions if the annual thresholds are either not reached or exceeded. The agreement contains customary conditions of default and imposes certain restrictions on the Company's activities, including its ability to incur liens, incur debt, make investments, engage in fundamental changes such as mergers and dissolutions, dispose of assets, enter into transactions with affiliates, and make certain restricted payments, such as cash dividends and share repurchases.

Obligations under the Successor Credit Agreement are secured on a pari passu basis by the same collateral securing the Successor Notes.

On July 31, 2017, the Company voluntarily prepaid $150 million of loan principal on the Senior Secured Term Loan.

Restricted Payments Under the Successor Notes and Successor Credit Agreement

The Indenture and the Successor Credit Agreement allow for an aggregate, cumulative $50 million of otherwise restricted payments. Additive to this general limit are certain "builder basket" provisions that may increase the amount of allowable restricted payments, as calculated periodically based upon the Company's operating performance. Further, beginning on January 1, 2018, the payment of dividends and purchases of the Company's own common stock are permitted under additional provisions in the Indenture and the Successor Credit Agreement in an aggregate amount in any calendar year not to exceed $25 million, so long as the Company's Total Leverage Ratio (as defined in the Indenture and Successor Credit Agreement) would not exceed 1.25:1.00 on a pro forma basis.

Capital Lease Obligations

The Company leases equipment and facilities under various noncancelable lease agreements and historically, the majority of the Company's leases have been accounted for as operating leases. Certain lease agreements were subject to the restrictive covenants of the 2013 Credit Facility which was canceled upon emergence from the Chapter 11 Cases and included cross-acceleration provisions, under which the lessor could require certain remedies including, but not limited to, immediate recovery of the present value of any remaining lease payments. During the Chapter 11 Cases, the Debtors amended and assumed or made a lump sum payment to terminate certain leases. In relation to the Company's non-Debtor subsidiaries, the Company successfully negotiated standstill agreements during the Chapter 11 Cases and successfully amended the leases, with those amendments becoming effective upon emergence from the Chapter 11 Cases. Certain of these amendments resulted in new lease agreements which are being accounted for as capital leases with an initial aggregate obligation of approximately $79.9 million.