SC 13D/A 1 p19-1678sc13da.htm PEABODY ENERGY CORPORATION
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

Peabody Energy Corporation

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

704551100

(CUSIP Number)
 

Elliott Associates, L.P.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

 

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

August 1, 2019

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 704551100Schedule 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

9,013,135

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

9,013,135

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,013,135

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.7%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

 

 

CUSIP No. 704551100Schedule 13D/APage 3 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

19,828,066

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

19,828,066

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

19,828,066

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 704551100Schedule 13D/APage 4 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

19,828,066

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

19,828,066

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

19,828,066

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.1%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 

CUSIP No. 704551100Schedule 13D/APage 5 of 6 Pages

 

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION  
   
Item 3 is hereby amended and restated to read as follows:  
   
Elliott Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $208,674,600.
 
Elliott International Working Capital The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $606,887,716.
   
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.  
       

 

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

Items 5(a)-(c) are hereby amended and restated and to read as follows:
 
(a) As of the date hereof, Elliott, Elliott International and EICA collectively may be deemed to beneficially own 28,841,201 shares of Common Stock.
 
The aggregate percentage of Common Stock reported owned by each person named herein is based upon approximately 104,000,000 shares of Common Stock reported to be outstanding as of July 30, 2019, as disclosed in the Issuer's Current Report on Form 8-K, filed on July 31, 2019.
 
As of the date hereof, Elliott itself and through Liverpool, may be deemed to own 9,013,135  shares of Common Stock, constituting 8.7% of the shares of Common Stock outstanding.
 
As of the date hereof, Elliott International through Spraberry and a wholly-owned subsidiary of Elliott International, may be deemed to own 19,828,066 shares of Common Stock, constituting 19.1% of the shares of Common Stock outstanding.  EICA, as the investment manager of Elliott International may be deemed to beneficially own the 19,828,066 shares of Common Stock deemed to be beneficially owned by Spraberry, constituting approximately 19.1% of the shares of Common Stock outstanding.
 
(b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
 
Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Spraberry, Elliott International and EICA. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
 
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.

 

 

CUSIP No. 704551100Schedule 13D/APage 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: August 6, 2019

 

ELLIOTT ASSOCIATES, L.P.  
By: Elliott Capital Advisors, L.P., as General Partner  
By: Braxton Associates, Inc., as General Partner  
   
   
/s/ Elliot Greenberg  
Name: Elliot Greenberg  
Title: Vice President  
   

 

ELLIOTT INTERNATIONAL, L.P.  
By: Elliott International Capital Advisors Inc., as Attorney-in-Fact  
   
   
/s/ Elliot Greenberg  
Name: Elliot Greenberg  
Title: Vice President  

 

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.  
   
   
/s/ Elliot Greenberg  
Name: Elliot Greenberg  
Title: Vice President  

 

 
 

SCHEDULE 1

 

Transactions of the Reporting Persons Effected During the Past 60 Days

 

The following transactions were effected by Elliott International, L.P. (through Spraberry) in the Common Stock during the past 60 days:

 

Date Security Amount of Shs.
Bought / (Sold)		 Approx. price ($)
per Share
       
08/01/2019 Common Stock 150,000 18.48
08/02/2019 Common Stock 350,000 18.42
08/05/2019 Common Stock 134,698 17.99
08/06/2019 Common Stock 40,302 17.84