UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
Item 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on December 24, 2020, (i) Peabody Energy Corporation, a Delaware corporation (“Peabody” or the “Company”), (ii) certain of the Company’s subsidiaries, (iii) each of the revolving lenders (the “Revolving Lenders”) under the Company’s first lien secured credit facility, dated April 3, 2017 (as modified, amended or supplemented from time to time, “Credit Agreement”), among Peabody, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (as successor to Goldman Sachs Bank USA in its capacity as administrative agent) (the “Administrative Agent”), and other lenders party thereto, (iv) the Administrative Agent, and (v) certain holders, or investment advisors, sub-advisors, or managers of discretionary accounts that hold (together with their respective successors and permitted assigns, each, a “Consenting Noteholder” and, collectively, the “Consenting Noteholders”) the Company’s 6.000% Senior Secured Notes due 2022, entered into a transaction support agreement (together with all exhibits, annexes and schedules thereto, and as further amended and restated on December 31, 2020, the “Amended and Restated Transaction Support Agreement”) to agree to support the series of previously announced transactions (collectively, the “Recapitalization Transactions”) to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility.
On January 29, 2021, and in connection with the previously announced settlement of the Recapitalization Transactions, the Company entered into an amendment (the “TSA Amendment”) with the parties to the Amended and Restated Transaction Support Agreement, including certain of the Company’s subsidiaries, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders. The TSA Amendment, among other things, amends the Amended and Restated Transaction Support Agreement by requiring the Company to amend the indentures that govern the new notes to be issued in connection with the Recapitalization Transactions by no later than February 3, 2021, to add additional restrictive covenants and events of default and provide the holders of the new notes with certain additional remedies or prepayment rights, such that the new notes have substantially the same terms as the credit agreements being entered into with the Revolving Lenders in connection with the Recapitalization Transactions. Such amendments to the indentures to the new notes will be effected following the settlement of the Recapitalization Transactions in accordance with the terms of the TSA Amendment and the applicable indentures.
The foregoing summary of the TSA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the TSA Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
10.1 | First Amendment to Amended and Restated Transaction Support Agreement, dated as of January 29, 2021, between Peabody, certain subsidiaries of Peabody, the Revolving Lenders, the Administrative Agent, and the Consenting Noteholders | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||||||
February 1, 2021 |
By: | /s/ Scott T. Jarboe | ||||
Name: | Scott T. Jarboe | |||||
Title: | Chief Legal Officer |