8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2021

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware				1-16463		13-4004153
(State or other jurisdiction of incorporation)				(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
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BTU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 3.02. Unregistered Sales of Equity Securities.

On September 28 and September 29, 2021, Peabody Energy Corporation (the “Company”) entered into exchange agreements with certain holders of the Company’s 8.500% Senior Secured Notes due 2024 (the “2024 Notes”), pursuant to which those holders agreed to exchange up to $17,500,000 aggregate principal amount of the 2024 Notes, subject to certain market and pricing conditions, for shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). Pursuant to those exchange agreements, and as of September 30, 2021, the Company issued or committed to issue an aggregate of 1,147,997 shares of Common Stock to such holders of the 2024 Notes in exchange for $17,500,000 aggregate principal amount of the 2024 Notes. The issuances of shares of Common Stock in exchange for the 2024 Notes were made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”) on the basis that the exchange constitutes an exchange with existing securityholders of the Company and no commission or other remuneration

was paid or given for soliciting the exchange.

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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
October 1, 2021	By: /s/ Scott T. Jarboe
	Name: Scott T. Jarboe
	Title: Chief Legal Officer and Corporate Secretary

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Cover Page	Oct. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2021
Entity Registrant Name	PEABODY ENERGY CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-16463
Entity Tax Identification Number	13-4004153
Entity Address, Address Line One	701 Market Street,
Entity Address, City or Town	St. Louis,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63101-1826
City Area Code	(314)
Local Phone Number	342-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BTU
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001064728
Amendment Flag	false