PEABODY ENERGY CORPORATION (NASDAQ:BTUUQ) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
As previously disclosed, on April 13, 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.
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.
On December 20, 2016, the Debtors filed their monthly operating
report for the month ended November 30, 2016 (the Monthly Operating
Report) with the Bankruptcy Court. The Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
report for the month ended November 30, 2016 (the Monthly Operating
Report) with the Bankruptcy Court. The Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
This current report (including the exhibits hereto or any
information included therein) shall not be deemed an admission as
to the materiality of any information required to be disclosed
solely by reason of Regulation FD.
information included therein) shall not be deemed an admission as
to the materiality of any information required to be disclosed
solely by reason of Regulation FD.
Any financial information included in the Monthly Operating Report
(the financial information) was not prepared with a view toward
public disclosure or compliance with the published guidelines of
the Securities and Exchange Commission (“SEC”) or the guidelines
established by the American Institute of Certified Public
Accountants regarding projections or forecasts. The financial
information does not purport to present the Companys financial
condition in accordance with accounting principles generally
accepted in the United States (“GAAP”). The Companys independent
accountants have not examined, compiled or otherwise applied
procedures to the financial information and, accordingly, do not
express an opinion or any other form of assurance with respect to
the financial information. The inclusion of the financial
information herein should not be regarded as an indication that the
Company or their affiliates or representatives consider the
financial information to be a reliable prediction of future events,
and the financial information should not be relied upon as such.
Neither the Company nor any of their affiliates or representatives
has made or makes any representation to any person regarding the
ultimate outcome of the Companys restructuring compared to the
financial information, and none of them undertakes any obligation
to publicly update the projections to reflect circumstances
existing after the date when the financial information was made or
to reflect the occurrence of future events, even in the event that
any or all of the assumptions underlying the financial information
are shown to be in error.
(the financial information) was not prepared with a view toward
public disclosure or compliance with the published guidelines of
the Securities and Exchange Commission (“SEC”) or the guidelines
established by the American Institute of Certified Public
Accountants regarding projections or forecasts. The financial
information does not purport to present the Companys financial
condition in accordance with accounting principles generally
accepted in the United States (“GAAP”). The Companys independent
accountants have not examined, compiled or otherwise applied
procedures to the financial information and, accordingly, do not
express an opinion or any other form of assurance with respect to
the financial information. The inclusion of the financial
information herein should not be regarded as an indication that the
Company or their affiliates or representatives consider the
financial information to be a reliable prediction of future events,
and the financial information should not be relied upon as such.
Neither the Company nor any of their affiliates or representatives
has made or makes any representation to any person regarding the
ultimate outcome of the Companys restructuring compared to the
financial information, and none of them undertakes any obligation
to publicly update the projections to reflect circumstances
existing after the date when the financial information was made or
to reflect the occurrence of future events, even in the event that
any or all of the assumptions underlying the financial information
are shown to be in error.
The information contained in this Item 7.01 shall not be deemed to
be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Companys filings under
the Securities Act of 1933, as amended, or the Exchange Act,
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.
be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Companys filings under
the Securities Act of 1933, as amended, or the Exchange Act,
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.
Financial and Operating Data
The Company cautions investors and potential investors not to place
undue reliance upon the information contained in the Monthly
Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of
the securities of the Company. The Company cannot predict what the
ultimate value of any of its securities may be and it remains too
early to determine whether holders of any such securities will
receive any distribution in the Debtors reorganization. The Monthly
Operating Report is limited in scope, covers a limited time period
and has been prepared solely for the purpose of complying with the
monthly reporting requirements of the Office of the United States
Trustee of the Eastern District of Missouri and the Bankruptcy
Court. The Monthly Operating Report was not audited or reviewed by
independent accountants, is in a format prescribed by applicable
bankruptcy laws and regulations and is subject to future adjustment
and reconciliation. The Monthly Operating Report does not include
all of the information and footnotes required by GAAP. Therefore,
the Monthly Operating Report does not necessarily contain all
information required in filings to the Exchange Act, or may present
such information differently from such requirements. There can be
no assurance that, from the perspective of an investor or potential
investor in the Companys securities, the Monthly Operating Report
is complete. The Monthly Operating Report also contains information
for periods which are shorter or otherwise different from those
required in the Companys reports to the Exchange Act, and such
information might not be indicative of the Companys financial
condition or operating results for the period that would be
reflected in the Companys financial statements or in its reports to
the Exchange Act. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
undue reliance upon the information contained in the Monthly
Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of
the securities of the Company. The Company cannot predict what the
ultimate value of any of its securities may be and it remains too
early to determine whether holders of any such securities will
receive any distribution in the Debtors reorganization. The Monthly
Operating Report is limited in scope, covers a limited time period
and has been prepared solely for the purpose of complying with the
monthly reporting requirements of the Office of the United States
Trustee of the Eastern District of Missouri and the Bankruptcy
Court. The Monthly Operating Report was not audited or reviewed by
independent accountants, is in a format prescribed by applicable
bankruptcy laws and regulations and is subject to future adjustment
and reconciliation. The Monthly Operating Report does not include
all of the information and footnotes required by GAAP. Therefore,
the Monthly Operating Report does not necessarily contain all
information required in filings to the Exchange Act, or may present
such information differently from such requirements. There can be
no assurance that, from the perspective of an investor or potential
investor in the Companys securities, the Monthly Operating Report
is complete. The Monthly Operating Report also contains information
for periods which are shorter or otherwise different from those
required in the Companys reports to the Exchange Act, and such
information might not be indicative of the Companys financial
condition or operating results for the period that would be
reflected in the Companys financial statements or in its reports to
the Exchange Act. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
The unaudited statement of operations for the month ended November
30, 2016>included in the Monthly Operating Report reflects a
consolidated loss from continuing operations, net of income taxes
of $161.6 million, which includes a $180.0 million asset impairment
charge related to adjusting the carrying value of the Metropolitan
Mine to its estimated selling price, $35.3 million>of
depreciation, depletion and amortization expense and $8.9
million>in reorganization items, net primarily related to
professional fees. The Company’s liquidity position consisted of
$1,262.7 million>of cash and cash equivalents at November 30,
2016, including $721.3 million>held by Debtor entities. Cash and
cash equivalents increased by $85.5 million during the month,
driven by $97.7 million>of cash flows provided by operating
activities.
30, 2016>included in the Monthly Operating Report reflects a
consolidated loss from continuing operations, net of income taxes
of $161.6 million, which includes a $180.0 million asset impairment
charge related to adjusting the carrying value of the Metropolitan
Mine to its estimated selling price, $35.3 million>of
depreciation, depletion and amortization expense and $8.9
million>in reorganization items, net primarily related to
professional fees. The Company’s liquidity position consisted of
$1,262.7 million>of cash and cash equivalents at November 30,
2016, including $721.3 million>held by Debtor entities. Cash and
cash equivalents increased by $85.5 million during the month,
driven by $97.7 million>of cash flows provided by operating
activities.
Within the past month, a price for the benchmark quality hard
coking coal from Australia has been established at $285 per tonne
for the first quarter of 2017, a 43% increase over the fourth
quarter 2016 settlement. Prices have retreated to approximately
$260 per tonne as of December 15, 2016.
coking coal from Australia has been established at $285 per tonne
for the first quarter of 2017, a 43% increase over the fourth
quarter 2016 settlement. Prices have retreated to approximately
$260 per tonne as of December 15, 2016.
A significant geological event at the North Goonyella Mine has
resulted in the cessation of the longwall top coal caving system,
which will result in the mine operating “conventional” longwall
equipment with increased cut cycles and height for the remainder of
the current panel. The mines metallurgical coal sales volumes are
expected to be impacted by approximately 0.3 million tons in the
fourth quarter of 2016, with no meaningful effects on 2017 volumes
anticipated at this time.
resulted in the cessation of the longwall top coal caving system,
which will result in the mine operating “conventional” longwall
equipment with increased cut cycles and height for the remainder of
the current panel. The mines metallurgical coal sales volumes are
expected to be impacted by approximately 0.3 million tons in the
fourth quarter of 2016, with no meaningful effects on 2017 volumes
anticipated at this time.
Cautionary Note Regarding Forward-Looking Statements
This Current Report and the related exhibits contain
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 March 31, 2016 and June 30, 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:
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 March 31, 2016 and June 30, 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 Energy’s ability to obtain Bankruptcy Court approval
with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession; |
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Peabody Energy’s ability to negotiate, develop, confirm and
consummate a plan of reorganization; |
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the effects of the Chapter 11 Cases on Peabody Energy’s
operations, including customer, supplier, banking, insurance and other relationships and agreements, and relationships with third parties, regulatory authorities and employees; |
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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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the risks associated with third-party motions in the Chapter
11 Cases, which may interfere with Peabody Energy’s ability to confirm and consummate a plan of reorganization and restructuring generally; |
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increased advisory costs to execute a plan of reorganization
and 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 impact of the New York Stock Exchanges delisting of
Peabody Energy common stock on the liquidity and market price of Peabody Energy common stock and on Peabody Energy’s 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 its 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 Energy’s ability to continue as a going concern in
the long-term including Peabody Energy’s ability to confirm a plan of reorganization that restructures Peabody Energy’s debt obligations to address Peabody Energy’s liquidity issues and allow emergence from the Chapter 11 Cases; |
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Peabody Energy’s ability to maintain adequate
debtor-in-possession financing or use cash collateral; |
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the potential adverse effects of the Chapter 11 Cases on
Peabody Energy’s liquidity, results of operations, or business prospects; |
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the cost, availability and access to capital and financial
markets, including the ability to secure new financing upon and after emerging from the Chapter 11 Cases; |
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the risk that the Chapter 11 Cases will disrupt or impede
Peabody Energy’s international operations, including the Australian operations; |
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 and the related exhibits may not occur and should
not place undue reliance on any forward-looking statements.
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 and the related exhibits may not occur and should
not place undue reliance on any forward-looking statements.
It is likely that Peabody Energy equity securities will be canceled
and extinguished upon confirmation of a proposed plan of
reorganization 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. In the event of cancellation of Peabody Energy
equity or other securities, amounts invested by the holders of such
securities would not be recoverable and such securities would have
no value. Trading prices for Peabody Energy’s 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.
Accordingly, Peabody Energy urges caution with respect to existing
and future investments in its equity or other securities.
and extinguished upon confirmation of a proposed plan of
reorganization 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. In the event of cancellation of Peabody Energy
equity or other securities, amounts invested by the holders of such
securities would not be recoverable and such securities would have
no value. Trading prices for Peabody Energy’s 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.
Accordingly, Peabody Energy urges caution with respect to existing
and future investments in its equity or other securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1
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Monthly Operating Report for the month ended November 30,
2016, filed with the United States Bankruptcy Court for the Eastern District of Missouri. |
About PEABODY ENERGY CORPORATION (NASDAQ:BTUUQ)
