PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure |
As previously disclosed, on April13, 2016, Peabody Energy
Corporation, a Delaware corporation (Peabody Energy or the
Company), and a majority of the Companys wholly owned domestic
subsidiaries, as well as one international subsidiary in
Gibraltar (collectively with the Company, the Debtors), filed
voluntary petitions under Chapter 11 of Title 11 of the U.S. Code
(the Bankruptcy Code) in the United States Bankruptcy Court for
the Eastern District of Missouri (the Bankruptcy Court). The
Debtors Chapter 11 cases (collectively, the Chapter 11 Cases) are
being jointly administered under the caption In re Peabody Energy
Corporation, et al., Case No.16-42529.
Also as previously disclosed, on December22, 2016, the Debtors
filed with the Bankruptcy Court a Joint Plan of Reorganization
under Chapter 11 of the Bankruptcy Code and a related Disclosure
Statement. On January25, 2017, the Debtors filed with the
Bankruptcy Court the First Amended Joint Plan of Reorganization
and the First Amended Disclosure Statement. On January27, 2017,
the Debtors filed with the Bankruptcy Court the Second Amended
Joint Plan of Reorganization (as amended, the Plan) and the
Second Amended Disclosure Statement (as amended, the Disclosure
Statement) to address certain modifications resulting from a
hearing before the Bankruptcy Court on January26, 2017.
Thereafter, on January27, 2017, the Bankruptcy Court issued an
order approving the Disclosure Statement. Capitalized terms used
but not defined in this Current Report on Form 8-K have the
meanings set forth in the Plan.
As contemplated by the Plan, On March6, 2017, the Debtors filed
with the Bankruptcy Court a supplement (the Plan Supplement) to
the Plan. The Plan Supplement includes draft versions of certain
documents (the Documents) related to the Plan and referenced
therein, including, among other things, (i)the trust agreement,
to be dated prior to the effective date of the Plan, between the
Debtors, the Gold Fields Debtors and the Gold Fields Liquidating
Trustee, governing the Gold Fields Liquidating Trust; (ii)the
revised material terms of Reorganized PECs Long Term Incentive
Plan; (iii)the registration rights agreement between Reorganized
PEC, the holders of Reorganized PEC Common Stock and the holders
of the Preferred Equity; (iv)a revised list of executory
contracts and unexpired leases to be assumed or assumed and
assigned; (iv)a revised list of executory contracts and unexpired
leases to be rejected; (v)a description of the Restructuring
Transactions; (vi)forms of constituent documents for Reorganized
PEC; (vii)forms of constituent documents for the other
reorganized Debtors; and (viii)a list of initial officers and
directors of Reorganized PEC and the other reorganized debtors.
The Debtors reserve the right to add additional documents to the
Plan Supplement or to alter, amend, modify or supplement any of
the Documents. In addition, on March6, 2017, the Company filed
with the Bankruptcy Court a Notice Regarding Debtors Achievement
of Bonding Solution (the Notice). Copies of the Plan, Plan
Supplement and Notice are available free of charge at
www.kccllc.net/Peabody. The information set forth on the
foregoing website shall not be deemed to be a part of or
incorporated by reference into this Form 8-K.
Also on March6,
2017, the Company issued press releases announcing (i)the
selection of the members of the Companys board of directors
following emergence from the Chapter 11 Cases and (ii)the
Companys plans for its U.S. reclamation assurances, which relates
to the Notice. Copies of the press releases are attached hereto
as Exhibits 99.1 and 99.2 and incorporated herein by
reference.
Nothing contained
herein is intended to be, nor should it be construed as, a
solicitation for a vote on the Plan. The Plan will become
effective only if it is confirmed by the Bankruptcy Court. There
can be no assurance that the Bankruptcy Court will confirm the
Plan or that the Plan will be implemented successfully.
The information
set forth in and incorporated into this Item 7.01 of this Current
Report on Form 8-K
is being furnished to Item 7.01 of Form 8-K and shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference
into any of Peabody Energys filings under the Securities Act of
1933, as amended (the Securities Act), or the Securities Exchange
Act of 1934, as amended, whether made before or after the date
hereof and regardless of any general incorporation language in
such filings, except to the extent expressly set forth by
specific reference in such a 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.
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Cautionary Note
Regarding Forward-Looking Statements
This Current Report contains
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include statements that relate to the intent, beliefs,
plans or expectations of Peabody Energy or its management at the
time of this Current Report, as well as any estimates or
projections for the outcome of events that have not yet occurred
at the time of this Current Report. All statements other than
statements of historical fact are forward-looking statements.
Forward-looking statements include expressions such as believe
anticipate, expect, estimate, intend, may, plan, predict, will
and similar terms and expressions. All forward-looking statements
made by Peabody Energy are predictions and not guarantees of
future performance and are subject to various risks,
uncertainties and factors relating to Peabody Energys operations
and business environment, and the progress of its Chapter 11
Cases, all of which are difficult to predict and many of which
are beyond Peabody Energys control. These risks, uncertainties
and factors could cause Peabody Energys actual results to differ
materially from those matters expressed in or implied by these
forward-looking statements. Such factors include, but are not
limited to: those described under the Risk Factors section and
elsewhere in Peabody Energys most recently filed Annual Report on
Form 10-K and subsequent filings with the SEC, including its
Quarterly Reports on Form 10-Q for the quarters ended March31,
2016 and June30, 2016, which are available on Peabody Energys
website at www.peabodyenergy.com and on the SECs website at
www.sec.gov, such as unfavorable economic, financial and business
conditions, as well as risks and uncertainties relating to the
Chapter 11 Cases, including, but not limited to:
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Peabody Energys ability to obtain bankruptcy court approval with respect to motions or other requests made to the bankruptcy court in connection with the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession; |
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Peabody Energys ability to negotiate, develop, confirm and consummate the Plan; |
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the effects of the Chapter 11 Cases on Peabody Energys operations, including customer, supplier, banking, insurance and other relationships and agreements; |
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bankruptcy court rulings in the Chapter 11 Cases as well as the outcome of all other pending litigation and the outcome of the Chapter 11 Cases in general; |
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the length of time that Peabody Energy will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; |
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risks associated with third-party motions in the Chapter 11 Cases, which may interfere with Peabody Energys ability to confirm and consummate a plan of reorganization and restructuring generally; |
| increased advisory costs to execute a plan of reorganization; |
|
the impact of the New York Stock Exchanges delisting of Peabody Energys common stock on the liquidity and market price of Peabody Energys common stock and on Peabody Energys ability to access the public capital markets; |
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the likelihood that Peabody Energys common stock will be cancelled and extinguished upon confirmation of a proposed plan of reorganization with no payments made to the holders of Peabody Energys common stock; |
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the volatility of the trading price of Peabody Energys common stock and the absence of correlation between any increases in the trading price and Peabody Energys expectation that the common stock will be cancelled and extinguished upon confirmation of a proposed plan of reorganization with no payments made to the holders of Peabody Energys common stock; |
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Peabody Energys ability to continue as a going concern including its ability to confirm a plan of reorganization that restructures Peabody Energys debt obligations to address liquidity issues and allows emergence from the Chapter 11 Cases; |
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the risk that the Plan may not be accepted or confirmed, in which case there can be no assurance that the Chapter 11 Cases will continue rather than be converted to chapter 7 liquidation cases or that any alternative plan of reorganization would be on terms as favorable to holders of claims and interests as the terms of the Plan; |
| Peabody Energys ability to use cash collateral; |
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the effect of the Chapter 11 Cases on Peabody Energys relationships with third parties, regulatory authorities and employees; |
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the potential adverse effects of the Chapter 11 Cases on Peabody Energys liquidity, results of operations, or business prospects; |
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Peabody Energys ability to execute its business and restructuring plan; |
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increased administrative and legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; |
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the cost, availability and access to capital and financial markets, including the ability to secure new financing after emerging from the Chapter 11 Cases; |
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the risk that the Chapter 11 Cases will disrupt or impede Peabody Energys international operations, including its business operations in Australia; |
and other risks and
uncertainties. Forward-looking statements made by Peabody Energy
in this Current Report, or elsewhere, speak only as of the date
on which the statements were made. New risks and uncertainties
arise from time to time, and it is not possible for Peabody
Energy to predict all of these events or how they may affect it
or its anticipated results. Peabody Energy does not undertake any
obligation to publicly update any forward-looking statements
except as may be required by law. In light of these risks and
uncertainties, readers should keep in mind that the events
referenced by any forward-looking statements made in this Current
Report may not occur and should not place undue reliance on any
forward-looking statements.
The Plan provides that Peabody
Energy equity securities will be canceled and extinguished upon
confirmation of the Plan by the Bankruptcy Court, and that the
holders thereof would not be entitled to receive, and would not
receive or retain, any property or interest in property on
account of such equity interests. The Plan also sets forth the
proposed recoveries for Peabody Energys other securities. Trading
prices for Peabody Energys equity or other securities may bear
little or no relationship during the pendency of the Chapter 11
Cases to the actual recovery, if any, by the holders thereof at
the conclusion of the Chapter 11 Cases. In the event of
cancellation of Peabody Energy equity securities, as contemplated
by the Plan, amounts invested by the holders of such securities
would not be recoverable and such securities would have no value.
Accordingly, Peabody Energy urges caution with respect to
existing and future investments in its equity or other
securities.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 | Press Release regarding Post-Emergence Board of Directors | |
| 99.2 | Press Release regarding U.S. Reclamation Assurances |
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About PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ)
Peabody Energy Corporation is a coal company. The Company’s segments include Powder River Basin Mining, Midwestern U.S. Mining, Western U.S. Mining, Australian Metallurgical Mining, Australian Thermal Mining, Trading and Brokerage, and Corporate and Other. Its Powder River Basin Mining operations consist of its mines in Wyoming. Midwestern U.S. Mining operations reflect the Company’s Illinois and Indiana mining operations. Western U.S. Mining operations reflect the aggregation of the New Mexico, Arizona and Colorado mining operations. Australian Metallurgical Mining operations consist of mines in Queensland and New South Wales, Australia. Australian Thermal Mining operations consist of mines in New South Wales, Australia. Its Trading and Brokerage segment engages in the direct and brokered trading of coal and freight-related contracts through the trading and business offices. Its Corporate and Other includes selling and administrative expenses, and corporate hedging activities. PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Recent Trading Information
PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) closed its last trading session down -0.06 at 2.14 with 3,485,001 shares trading hands.
