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): December 6, 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 November 4, 2021, Peabody Energy Corporation (the “Company”) entered into an exchange agreement 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 $4,174,600 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 that exchange agreement, as of December 9, 2021, the Company issued 340,000 shares of Common Stock to such holders of the 2024 Notes in exchange for $4,121,000 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.

On December 1, 2021 and December 9, 2021, the Company entered into exchange agreements with certain holders of the Company’s 6.375% Senior Secured Notes due 2025 (the “2025 Notes”), pursuant to which those holders agreed to exchange up to $23,500,000 aggregate principal amount of the 2025 Notes, subject to certain market and pricing conditions, for shares of Common Stock. Pursuant to that exchange agreements, as of December 9, 2021, the Company has issued or committed to issue up to 1,673,391 shares of Common Stock to such holders of the 2025 Notes in exchange for up to $17,722,000 principal amount of the 2025 Notes. The issuances of shares of Common Stock in exchange for the 2025 Notes were made in reliance on the exemption from registration provided in Section 3(a)(9) of 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2021, Darren R. Yeates resigned from the Board of Directors (the “Board”) of Peabody Energy Corporation (the “Company”), effective immediately. Mr. Yeates will continue serving as the Company’s Executive Vice President and Chief Operating Officer. Mr. Yeates’ decision to resign was amicable and not the result of any dispute or disagreement with the Company, the Company’s management or the Board on any matter relating to the operations, policies or practices of the Company.

“On behalf of the Board of Directors, I would like to thank Darren for his contributions as a Director of the Company. We look forward to continuing our work with Darren in his current role as Executive Vice President and Chief Operating Officer of the Company,” said Chairman Bob Malone.

On December 9, 2021, Peabody Energy Australia Coal Pty Ltd, a wholly-owned subsidiary of the Company, entered into a Variation of Employment Contract (the “Amendment”) to the Employment Agreement dated October 22, 2020, as previously amended, with Mr. Yeates. The Amendment removes the requirement for Mr. Yeates to relocate to the Company's headquarters in St. Louis, Missouri, USA at the earliest opportunity, but not later than April 12, 2022.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Variation of Employment Contract, dated December 9, 2021, between Peabody Energy Australia Coal Pty Ltd and Darren R. Yeates.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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
December 10, 2021	By: /s/ Scott T. Jarboe
	Name: Scott T. Jarboe
	Title: Chief Administrative Officer and Corporate Secretary

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EX-10.1

Exhibit 10.1

PEABODY Logo

PEABODY ENERGY

AUSTRALIACOAL PTYLTD

ABN: 61001401663

100 Melbourne Street

SouthBrisbaneQld4101

GPOBox164

Brisbane Qld 4001

Australia

Tel + 61(0) 73225 5500

Fax+ 61(0) 73225 5555

December9,2021

PRIVATE & CONFIDENTIAL

Mr.DarrenYeates

c/- 100 Melbourne Street

SouthBrisbaneQLD4101

DearDarren:

VariationofEmploymentContract

This letter serves to confirm the recent discussion regarding variations to the terms andconditions of your employment contract (Contract). Capitalized terms in this documenthave the meaning as defined in the Contract (as amended) unless otherwise specified. Thedetails of the varied terms are outlined below and will be effective from 10 December2021:

1.    The paragraph in the General Conditions document titled ‘Relocation to United Statesof

Americaandsubsequentemployment’ is deletedinits entirety.

2.Schedule1–EmploymentOfferTerm Sheetisamendedasfollows:

a.Theparagraph:

‘INTERIM LOCATION: Brisbane, Australia. Given current pandemic conditions andpotential delays to obtain a U.S. work visa, candidate agrees to relocate at theearliest opportunity but no later than eighteen months from the initial date of hire,to the Company’s headquarters in St. Louis Missouri, USA, or will voluntarily resignemployment if the latter, notice must be given a minimum of ninety (90) days priorto the end of the eighteen month period. Prior to relocation, COO and companyagree to mutually seek an essential business exemption, allowing COO to spend upto50%ofthetime inthe U.Sasjobdutiesmayrequire.’

isdeletedinitsentiretyandreplacewiththefollowing:

‘POSITION LOCATION: Brisbane’

b.Thefollowingparagraphisdeletedinitsentirety:

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‘EMPLOYING ENTITY AND EMPLOYEE BENEFITS: Employee may initially be hired asan AU-based employee, and if so, employee will be entitled to participate in allemployee benefit plans and programs applicable to similarly situated companyemployees. Employee agrees that the requirement to relocate to St Louis will be acondition of his initial employment in Brisbane, AU, and that upon relocation, hewillbecomeaU.S.employee(not anAUemployeeonexpatriateassignment) and will then be entitled to participate in all employee benefit plans and programsapplicableto similarlysituatedcompany employees’.

c.Thefollowingparagraphisdeletedinitsentirety:

‘U.S. EMPLOYMENT AND VISA: The position is U.S.-based and will ultimately beemployed through Peabody Investment Corporation. Peabody will provide supportand legal counsel for employee’s application for the U.S. employment authorizationand work visa, and if applicable, to obtain appropriate U.S. visas for theaccompanyingspouse andfordependent childrenunder theageof26.’

Allotherbenefitsandconditionsremainunchanged.

Please sign and return the acknowledgement below to signify your acceptance of these changes.

Yours sincerely,

/s/ James Grech

James Grech

President & Chief Executive Officer

____________________________________________________________________________________

I acknowledge and accept the terms and conditions contained in this letter:

/s/ Darren Yeates	/s/ Ferdinand Kruger
Darren Yeates	Ferdinand Kruger
Executive Vice President	Vice President Operations -
& Chief Operating Officer	Human Resources

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XML

Cover Page	Dec. 06, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 06, 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