Item 1.01. Entry into a Material Definitive Agreement.
On
Exchange Offer
On
The New Co-Issuer Notes and the New Peabody Notes have not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state, and may not be offered or sold in
Issuance of the New Co-Issuer Notes
The terms of the New Co-Issuer Notes are governed by an indenture, dated as of
The New Co-Issuer Notes bear interest at an annual rate of 10.000%, which is
payable on
The New Co-Issuer Notes Indenture contains customary covenants that, among other things, limit the Co-Issuers' and their subsidiaries' ability to incur additional indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Co-Issuers.
The New Co-Issuer Notes are not guaranteed by any of the Co-Issuers'
subsidiaries and thus are structurally subordinated to any existing or future
indebtedness or other liabilities, including trade payables, of any such
subsidiaries; provided that to the extent not resulting in a materially adverse
tax consequence (as determined by Peabody in its good faith reasonable business
judgment), if any of
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The Co-Issuers may redeem some or all of the New Co-Issuer Notes at the redemption prices and on the terms specified in the New Co-Issuer Notes Indenture.
The New Co-Issuer Notes Indenture contains certain events of default, including,
in certain circumstances, (i) specified events occurring at the
The foregoing summary of the New Co-Issuer Notes Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of the Form 8-K, the disclosure set forth above under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On
The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture dated as ofJanuary 29, 2021 , by and among the Co-Issuers,Wilmington Trust, National Association , as trustee, and the Company (on a limited basis, to the extent of its obligations specifically set forth therein). (To be filed by amendment.) 4.2 Indenture dated as ofJanuary 29, 2021 , by and among Peabody, the guarantors party thereto, andWilmington Trust, National Association , as trustee. (To be filed by amendment.) 4.3 Seventh Supplemental Indenture, dated as ofJanuary 8, 2021 , by and among the Company andWilmington Trust, National Association , as trustee. 4.4 Eighth Supplemental Indenture, dated as ofJanuary 29, 2021 , by and among the Company andWilmington Trust, National Association , as trustee. 10.1 Credit Agreement, dated as ofJanuary 29, 2021 , among the Co-Issuers, as borrowers,Peabody Energy Corporation , as parent,JPMorgan Chase Bank, N.A ., as administrative agent, and the lenders party thereto. (To be filed by amendment.)
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10.2 Credit Agreement, dated as ofJanuary 29, 2021 , amongPeabody Energy Corporation , as borrower,JPMorgan Chase Bank, N.A ., as administrative agent, and the lenders party thereto. (To be filed by amendment.) 10.3 Amendment No. 8 to Credit Agreement, dated as ofJanuary 29, 2021 , amongPeabody Energy Corporation , the subsidiaries ofPeabody Energy Corporation party thereto as reaffirming parties, the lenders party thereto andJPMorgan Chase Bank, N.A ., as administrative agent (as successor toGoldman Sachs Bank USA in its capacity as administrative agent). (To be filed by amendment.) 99.1 Press Release ofPeabody Energy Corporation , datedJanuary 29, 2021 . 99.2 Press Release ofPeabody Energy Corporation , datedJanuary 26, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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