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

Item1.01

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
(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 captionIn re Peabody
Energy Corporation,et al., Case No.16-42529.

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

On December23, 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).

Copies of the Plan and the Disclosure Statement are available
free of charge at www.kccllc.net/Peabody

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.

Amendment to Private Placement Agreement

In accordance with the Plan, the Company has agreed to conduct a
private placement (the Private Placement) to the 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 Agreement, the Private Placement Parties will
have the right and obligation to purchase $750 million in the
aggregate of newly created mandatory convertible preferred stock
(Preferred Equity) of the reorganized company (Reorganized PEC)
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.

On December28, 2016, the Company and the Private Placement
Parties entered into Amendment No.1 to the Private Placement
Agreement to extend the deadline for certain of the Companys
creditors to become a Phase Two Private Placement Party (as
defined in the Private Placement Agreement) to 5:00 p.m. New York
City time on December30, 2016.

The foregoing descriptions of the Private Placement and the
Private Placement Agreement, as amended, do not purport to be
complete and are qualified in their entirety by reference to the
Private Placement Agreement, a copy of which was filed as Exhibit
10.2 to the Companys Current Report on Form 8-K filed on
December23, 2016, and Amendment No.1 thereto, a copy of which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.

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Amendment to Backstop Commitment Agreement

In accordance with the Plan, (i)the Company also has agreed to
conduct a $750 million rights offering to eligible creditors for
shares of common stock of Reorganized PEC (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 term
sheet for the Plan (previously filed as Exhibit 99.1 to the
Companys Current Report on Form 8-K filed on December23, 2016)
and to the 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 shares of common stock of Reorganized PEC
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 an exemption
from registration under the Securities Act provided by
Section1145 of the Bankruptcy Code, Section4(a)(2) of the
Securities Act and/or Regulation D thereunder.

On December28, 2016, the Company and the Commitment Parties
entered into Amendment No.1 to the Backstop Commitment Agreement
to extend the deadline for certain of the Companys creditors to
become a Phase Two Commitment Party (as defined in the Backstop
Commitment Agreement) to 5:00 p.m. New York City time on
December30, 2016.

The foregoing descriptions of the Rights Offering and the
Backstop Commitment Agreement, as amended, do not purport to be
complete and are qualified in their entirety by the Backstop
Commitment Agreement, a copy of which was filed as Exhibit 10.3
to the Companys Current Report on Form 8-K filed on December23,
2016, and Amendment No.1 thereto, a copy of which is filed as
Exhibit 10.2 hereto and incorporated herein by reference.

As of December 29, 2016, additional holders of approximately 0.8
percent of the outstanding principal amount of the Companys
senior secured second lien notes and approximately 3.5 percent of
the outstanding principal amount of the Companys senior unsecured
notes became parties to the PSA and joined the Backstop
Commitment Agreement and the Private Placement Agreement as Phase
Two parties.

When combined with the holdings of the creditors party to the
PSA, the Backstop Commitment Agreement and the Private Placement
Agreement through December 28, 2016, holders of approximately
38.1 percent of the Companys outstanding first lien debt are
parties to the PSA, and holders of approximately 65.4 percent of
the outstanding principal amount of the Companys senior secured
second lien notes and 68.7 percent of the outstanding principal
amount of the Companys senior unsecured notes are parties to each
of the PSA and the Backstop Commitment Agreement.

In addition, a copy of the press release the Company issued to
provide an update regarding the Plan is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. The
information set forth in and incorporated into this Item7.01 of
this Current Report on Form 8-K is being furnished to Item7.01 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 Item7.01 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

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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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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.

(d) Exhibits.

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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 -0.15 at 5.12 with 3,485,001 shares trading hands.