PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Entry into a Material Definitive Agreement

PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement

The information set forth in Item 7.01 of this Current Report on
Form 8-K under the headings Plan Support Agreement, Private
Placement and Rights Offering and Backstop Commitment is
incorporated by reference into this Item 1.01.

Item7.01

Regulation FD Disclosure

Background

As previously disclosed, on April13, 2016, Peabody Energy
Corporation, a Delaware corporation (the Company or Peabody
Energy), 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
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 captionIn re Peabody Energy
Corporation,et al., Case No.16-42529.

Plan of Reorganization and Disclosure Statement

On December22, 2016, the Debtors filed with the United States
Bankruptcy Court a Joint Plan of Reorganization under Chapter 11
of the Bankruptcy Code (the Plan) and a related Disclosure
Statement (the Disclosure Statement).

The proposed Plan provides for, among other things,
(1)classification and treatment of various claims and equity
interests, (2)a reduction of the Companys debt upon emergence,
and (3)the recapitalization of the Company through a rights
offering and private placement for equity securities of the
reorganized company (Reorganized PEC). The terms and provisions
of the proposed Plan are described in more detail in the term
sheet for the Plan (the Plan Term Sheet), which Plan Term Sheet
is attached hereto as Exhibit 99.1 and incorporated herein by
reference.

to the Plan, Reorganized PEC will use reasonable best efforts to
cause Reorganized PECs common stock (Reorganized PEC Common
Stock) and Preferred Equity (as defined below) to be listed on
the New York Stock Exchange as soon as practicable after the
effective date of the Plan (the Effective Date).

The Plan also provides for a long-term incentive plan (the LTIP)
for management and employees of Reorganized PEC, including
reservation of an amount of Reorganized PEC Common Stock for the
LTIP.

In addition, the Plan contemplates a nine member Board of
Directors of Reorganized PEC (the Reorganized PEC Board), to be
comprised of Reorganized PECs Chief Executive Officer and at
least one other independent director to be chosen by Peabody
Energy. Three significant creditors or creditor groups will each
select an independent director for appointment to the Reorganized
PEC Board, and a search process described in the Plan Term Sheet
will be conducted to select four additional independent
directors.

The Debtors have an exclusive period to solicit and obtain
acceptances of the Plan through and including March17, 2017. It
is possible that the Plan as filed may be challenged and undergo
substantial revision prior to the time that it is submitted to
the Debtors creditors for a vote.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Plan and the Disclosure Statement. Copies of the Plan and the
Disclosure Statement are available free of charge at
www.kccllc.net/Peabody. A copy of the press release the Company
issued to announce the filing of the Plan and the Disclosure
Statement is also attached hereto as Exhibit 99.2 and is
incorporated herein by reference.

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.

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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 the Companys Existing Equity
Securities

The proposed Plan provides that existing Peabody Energy equity
securities will be cancelled and extinguished on the Effective
Date of the Plan, and the holders thereof will not be entitled to
receive, and will not receive or retain, any property or interest
in property on account of such equity interests. If the Plan is
confirmed and existing Peabody Energy equity or any other
securities are cancelled, amounts invested by holders of such
securities will not be recoverable and such securities will have
no value. Trading prices for Peabody Energys existing equity or
its 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.

Plan Support Agreement

On December22, 2016, the Company filed a motion (the PSA Motion)
with the Bankruptcy Court seeking authority to enter into a plan
support agreement (the PSA) with certain of its lenders and
noteholders (collectively, the PSA Signatories) to effect an
agreed upon restructuring of the Debtors obligations embodied in
the Plan (the Restructuring). The Debtors have requested that the
Bankruptcy Court hear the PSA Motion at the hearing currently
scheduled for January26, 2017 (the PSA Hearing).

Among other things, the PSA requires the PSA Signatories to
(i)upon receiving a Bankruptcy Court approved Disclosure
Statement, vote in favor of and otherwise support the Plan and
(ii)take commercially reasonably necessary actions in furtherance
of the Restructuring and the transactions the (Restructuring
Transactions) contemplated under the Plan Term Sheet (as defined
below), the Plan and the Plan Documents (as defined in the PSA).
The PSA requires the Debtors to, among other things, (1)operate
their businesses in the ordinary course, (2)support and complete
the Restructuring and the Restructuring Transactions within the
applicable timeframes provided in the PSA and (3)take any
necessary actions in furtherance of the Restructuring and the
Restructuring Transactions. The Debtors obligations under the
PSA, however, are subject to a fiduciary termination event as set
forth in Section15.01 of the PSA. The PSA also provides for
customary conditions to the obligations of the parties and for
termination by each party upon the occurrence of certain events,
including without limitation the failure of the Company to
achieve certain milestones.

The foregoing description of the PSA does not purport to be
complete and is qualified in its entirety by reference to the
PSA, a copy of which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.

Private Placement

In accordance with the Plan, the Company has agreed to conduct a
private placement (the Private Placement) on the terms and
conditions described in the Plan Term Sheet and to a private
placement agreement, dated as of December22, 2016 (the Private
Placement Agreement) among the Company and certain of the
Companys creditors (the Private Placement Parties). to the
Private Placement, the Private Placement Parties will have the
right and obligation to purchase $750million in the aggregate of
newly created mandatory convertible preferred stock of
Reorganized PEC (Preferred Equity) in a private placement exempt
from registration to section 4(a)(2) of the Securities Act of
1933 (the Securities Act). The Debtors will seek approval of the
Private Placement and the Private Placement Agreement as part of
the PSA Motion at the PSA Hearing.

The foregoing descriptions of the Private Placement and the
Private Placement Agreement do not purport to be complete and are
qualified in their entirety by reference to the Private Placement
Agreement, a copy of which is filed as Exhibit 10.2 hereto and
incorporated herein by reference.

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Rights Offering and Backstop Commitment

In accordance with the Plan, (i)the Company also has agreed to
conduct a $750million rights offering to eligible creditors for
Reorganized PEC Common Stock (the Rights Offering) and (ii)the
Rights Offering will be 50% backstopped by certain of the
Companys noteholders (the Commitment Parties), in each case on
the terms and subject to the conditions described in the Plan
Term Sheet and to a backstop commitment agreement, dated as of
December22, 2016 (the Backstop Commitment Agreement) among the
Company and the Commitment Parties. The Debtors will seek
approval of the Rights Offering and the Backstop Commitment
Agreement as part of the PSA Motion at the PSA Hearing.

The rights to purchase Reorganized PEC Common Stock in the Rights
Offering, any shares issued upon exercise thereof, and all shares
issued to the Commitment Parties to the Backstop Commitment
Agreement will be issued in reliance upon the exemption from
registration under the Securities Act provided by Section1145 of
the Bankruptcy Code, Section 4(a)(2) of the Securities Act and/or
Regulation D thereunder.

The foregoing descriptions of the Rights Offering and the
Backstop Commitment Agreement do not purport to be complete and
are qualified in their entirety by the Backstop Commitment
Agreement, a copy of which is filed as Exhibit 10.3 hereto and
incorporated herein by reference.

Business Updates

As previously disclosed, on May18, 2016, the Bankruptcy Court
entered a final order approving that certain Superpriority
Secured Debtor-in-Possession Credit Agreement (the DIP Credit
Agreement), dated April18, 2016, between the Company, as
borrower, Citibank, N.A., as administrative agent and the lender
parties thereto. The Debtors agreed to provide the lenders under
the DIP Credit Agreement with comprehensive five-year business
plans for their United States and Australian operations and a
five-year consolidated business plan encompassing the entire
enterprise (collectively, such business plans, the Business
Plan). The Company has updated aspects of its financial
projections previously included in the Business Plan to
incorporate changes driven by recent pricing improvements, which
impact the Companys near-term industry views, financial
performance and outlook (the Updates). The Updates were created
using estimates and assumptions developed in October 2016. In
November 2016, the Company provided the Updates to the
Confidentiality Agreement Signatories (as defined below). The
Updates are attached hereto as Exhibit 99.3 and are incorporated
herein by reference.

Financial information included in the Updates (the financial
information) was not prepared with a view toward 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 its 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 its 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. Additionally, the Updates include certain non-GAAP
financial measures, including projected EBITDAR and net cash flow
excluding restructuring costs and borrowings. A discussion of the
non-GAAP financial measures, including certain reconciliations,
is attached hereto as Exhibit 99.4 and is incorporated herein by
reference.

In addition, in connection with the Chapter 11 Cases, the Company
became a party to Adversary Proceeding No.16-04068-399 (the
Adversary Proceeding), which relates, among other things, to
disputes arising under or relating to that certain Amended and
Restated Credit Agreement, dated September24, 2013, between the
Company, as borrower, Citibank, N.A., as administrative agent and
the lender parties thereto. On May20, 2016, the Debtors filed a
motion with the Bankruptcy Court requesting that the court enter
an order directing all parties to the Adversary Proceeding to
participate in non-binding mediation for purposes of attempting
to resolve the disputes that are the subject of the Adversary
Proceeding (the Mediation) and on June20, 2016 the Bankruptcy
Court entered such an order. In connection with the Mediation,
the Company entered into confidentiality agreements (as amended,
the Confidentiality Agreements) with certain of its lenders and
other holders of Company debt (the Confidentiality Agreement
Signatories) to which the Company agreed to publicly disclose
certain information no later than 5:00 p.m. Eastern Standard Time
on December22, 2016 (the Disclosure Date).

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In accordance with the provisions of the Confidentiality
Agreements described above, the Company is hereby disclosing
that, in addition to the Updates, on December19, 2016, the
Company also provided to the Confidentiality Agreement
Signatories supplemental materials regarding the Companys cash
position and illustrative sources and uses of cash relating to
the proposed Plan (the Supplemental Materials), and on
December20, 2016, the Company provided to the Confidentiality
Agreement Signatories materials regarding intercompany debt (the
Intercompany Debt Materials). The Supplemental Materials and the
Intercompany Debt Materials are attached hereto as Exhibit 99.5
and Exhibit 99.6, respectively, and incorporated herein by
reference.

Except with respect to the information included under the
headings Plan Support Agreement, Private Placement and Rights
Offering and Backstop Commitment, and Exhibits 10.1, 10.2 and
10.3 filed herewith, 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, 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.

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 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:

Peabody Energys ability to obtain Bankruptcy Court approval with respect to the Plan, the Disclosure Statement, the PSA, 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;

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;

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;

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;

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;

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 Energys ability to access the public capital markets;

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;

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;

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;

Peabody Energys ability to maintain adequate debtor-in-possession financing or use cash collateral;

the potential adverse effects of the Chapter 11 Cases on Peabody Energys liquidity, results of operations, or business prospects;

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;

the risk that the Chapter 11 Cases will disrupt or impede Peabody Energys 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.

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Item9.01

Financial Statements and Exhibits

(d)
Exhibits.

Exhibit Number		Description
10.1		Plan Support Agreement
10.2		Private Placement Agreement
10.3		Backstop Commitment Agreement
99.1		Plan Term Sheet
99.2		Press Release of Peabody Energy Corporation dated December22, 2016
99.3		2016-2021 Business Updates
99.4		Non-GAAP Financial Measures Discussion
99.5		Supplemental Materials
99.6		Intercompany Debt Materials

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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 -0.79 at 7.46 with 3,485,001 shares trading hands.