2022-07-29 | NYSE: BTUs | Press release
ST. LOUIS, July 29, 2022 /PRNewswire/ — Wholly owned subsidiary of Peabody (NYSE: BTU), PIC AU Holdings LLC, a Delaware limited liability company (the “Main transmitter“), and PIC AU Holdings Corporation, a Delaware company (with the main issuer, the “Co-issuers“), today announced their offer to purchase (the “To offer“) in cash up to $27.204 million (there “Amount of excess cash“) in aggregate principal amount of their 10.000% Senior Secured Notes due 2024 (the “Remarks“) at a purchase price equal to 103.91% of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest, as set forth in the Indenture (as defined below), until the settlement date excluded, on the terms and subject to the terms set forth in the offer to purchase dated July 29, 2022 (there “Bid“). The offer is being made to satisfy the requirements of the indenture. The amount of excess cash flow for the offer represents the pro rata portion of the excess cash flow (as defined in the indenture) to be applied to an offer to purchase the Notes under the Indenture, with the balance to be applied to a concurrent offer to repurchase Senior Debt (as defined in the Indenture) under the Credit Agreement, dated January 29, 2021among the co-issuers, as co-borrowers, the lenders being parties thereto from time to time and Wilmington Trust, National Association (as successor to JPMorgan Chase Bank, NA), as administrative agent.
The offer will expire at 5:00 p.m., New York City It’s time August 29, 2022except for extension or early termination by the Co-Issuers (the “Expiration date“). Subject to the Excess Cash Flow Amount, for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) before the Expiry Time and accepted by the Co-Issuers, holders of Notes will receive $1,039.10 in cash (the “Offer price“), plus accrued and unpaid interest as set forth in the Indenture, up to but not including the Settlement Date. Deposited Notes may be validly withdrawn at any time prior to the Expiry Time, unless extended or terminated earlier. by co-issuers The settlement date is currently expected to be the second business day following the expiry time.
If the aggregate principal amount of the Bonds tendered to the Offer exceeds the Excess Cash Flow Amount of $27.204 millionthe co-issuers will purchase Notes in an aggregate principal amount equal to the Prorated Excess Cash Flow Amount (subject to applicable procedures of The Depository Trust Company), with adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $2,000) will be purchased.
The Notes are governed by an indenture dated January 29, 2021by and among the joint issuers, Wilmington Trust, National Association, as trustee (the “Curator“), and Peabody (on a limited basis, to the extent of its obligations specifically set forth in the Indenture) (as amended and restated by the First Supplemental Indenture dated February 3, 2021and as amended, supplemented, restated or otherwise modified on the date hereof, the “Indenture“). Under the deed, no later than 10 business days (as defined in the deed) after August 14, 2022, the date on which the unaudited quarterly consolidated financial statements for the preceding fiscal quarter are due pursuant to clause (1) of Section 4.03 of the Indenture, the Joint Issuers are required to offer to purchase in cash an aggregate principal amount up to the excess cash flow amount of their outstanding Notes at the price described above. The Offer aims to satisfy this requirement.
The Excess Cash Flow Amount of the Offer is equal to (i) $65.063 millionan amount equal to 100% of the Excess Cash Flow (as defined in the Indenture) of the Principal Issuer and its Subsidiaries (as defined in the Indenture) for the Excess Cash Flow Period , which for the purposes of this offer is the six-month period ended June 30, 2022 of the Principal Transmitter, then ended; multiplied by (ii) a fraction (x) whose numerator is equal to the outstanding aggregate principal amount of the Notes and (y) whose denominator is equal to the outstanding aggregate principal amount of the Notes and all other Senior Private Debts (as as defined in the deed) to be repaid with this excess cash flow, rounded to the nearest $1,000.
None of the Co-Issuers, Peabody, its Board of Directors (or any of its committees), Wilmington Trust, National Association, the Offering Depositary, or the Trustee or their respective affiliates makes any recommendation as to whether or not the holders should deposit all or part of their Bonds in the context of the Offer.
This announcement is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The offer is made solely by the offer to purchase. The offer is not being made to Noteholders in any jurisdiction in which the making or acceptance of the offer would not be in accordance with securities laws, blue skies or other laws of such jurisdiction .
Peabody (NYSE:BTU) is a leading coal producer, providing affordable and reliable energy and steel generation essential products. Our commitment to sustainability underpins everything we do and shapes our strategy for the future. For more information, visit PeabodyEnergy.com.
This press release contains forward-looking statements within the meaning of securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variations of words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”. , “plans”, “target”, “would”, “will”, “should”, “aim”, “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or forecasts regarding future conditions, events or results. All forward-looking statements speak only as of the date they are made and reflect our good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Further, we disclaim any obligation to publicly update or revise any forward-looking statements, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that could cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond our control, including the continued impact of the COVID-19 pandemic. You should understand that it is not possible to predict or identify all of these factors and, therefore, you should not consider any such list to be a complete set of all potential risks or uncertainties.
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