PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On January23, 2017, President Trump announced his intention to
nominate Heather Wilson, a member of the Board of Directors (the
Board) of Peabody Energy Corporation, a Delaware corporation (the
Company or Peabody Energy), to serve as Secretary of the Air
Force. Also on January23, 2017, Dr.Wilson notified the Board that
she will resign from the Board effective if and when she is
confirmed as Secretary of the Air Force. Dr.Wilsons contingent
resignation is not the result of any disagreement with the
Company.
| Item7.01 | Regulation FD Disclosure |
As previously disclosed, on April13, 2016, 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, and on January24, 2017, the Debtors filed with the
Bankruptcy Court a response (the Response) to certain objections
to the Backstop Commitment Agreement, the Private Placement
Agreement and the Plan Support Agreement and transactions
contemplated thereby.
On January24, 2017, following the Debtors filing of the Response,
the Non-Consenting Ad Hoc Committee provided to the Company a
revised alternative proposal for the restructuring of the Debtors
obligations (the Revised Alternative Proposal). A copy of the
Revised Alternative Proposal is attached hereto as Exhibit 99.1
and incorporated herein by reference. The Debtors are reviewing
the Revised Alternative Proposal, and on January25, 2017, the
Company provided to the Non-Consenting Ad Hoc Committee a
preliminary response (the Preliminary Company Response). A copy
of the Preliminary Company Response is attached hereto as Exhibit
99.2 and incorporated herein by reference.
On January25, 2017, the Debtors also filed with the Bankruptcy
Court the First Amended Joint Plan of Reorganization (as amended,
the Plan) and the First Amended Disclosure Statement (as amended,
the Disclosure Statement). The Disclosure Statement includes
certain information with respect to the valuation of the
reorganized company and the settlement of claims related to the
United Mine Workers of America 1974 Pension Plan. Copies of the
Plan and the Disclosure Statement 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.
Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Bankruptcy Court approves the Disclosure
Statement. Accordingly, 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.
All information contained in the Disclosure Statement is subject
to change, whether as a result of amendments to the Plan, actions
of third parties or otherwise.
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
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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 the Plan, the Disclosure Statement, the Plan Support Agreement, the Backstop Commitment Agreement, motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession; |
| Peabody Energys ability to 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, 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 Energys ability to confirm and consummate the Plan and restructuring generally; |
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increased advisory costs to execute the Plan 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 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 the proposed Plan 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 the proposed Plan 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 in the long-term, including Peabody Energys ability to confirm the Plan that restructures Peabody Energys debt obligations to address Peabody Energys liquidity issues and allow emergence from the Chapter 11 Cases; |
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Peabody Energys 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 Energys 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 Energys international operations, including the Australian operations; |
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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.
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ExhibitNumber |
Description |
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| 99.1 |
Revised Alternative Proposal proposed by the Non-Consenting Ad Hoc Committee |
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| 99.2 | Preliminary Company Response |
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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 up +0.37 at 2.57 with 3,485,001 shares trading hands.
