On the Effective
Date, the Company entered into a registration rights agreement
(the Registration Rights Agreement) with certain parties
(together with any person or entity that becomes a party to the
Registration Rights Agreement, the Holders) that received shares
of the Companys new common stock (the Common Stock) and new
Series A Convertible Preferred Stock (the Preferred Stock) in the
Company on the Effective Date as provided in the Plan. The
Registration Rights Agreement provides Holders with registration
rights for the Holders Registrable Securities (as defined in the
Registration Rights Agreement).

to the
Registration Rights Agreement, the Company is required to file a
Shelf Registration Statement (as defined in the Registration
Rights Agreement) with respect to the Registrable Securities
within 30 days of the Effective Date. Subject to limited
exceptions, the Company is required to maintain the effectiveness
of any such registration statement until the Registrable
Securities covered by the Shelf Registration Statement have been
disposed of or are no longer Registrable Securities.

In addition,
specified Holders have the right to demand that the Company
effect the registration of any or all of the Registrable
Securities (a Demand Registration) and/or effectuate the
distribution of any or all of their Registrable Securities by
means of an underwritten shelf takedown offering. The Company is
not obligated to effect more than four Demand Registrations or
more than four underwritten shelf takedown offerings in any
twelve-month period, and it need not comply with such a request
unless the aggregate gross proceeds from such a sale will exceed
$25million. The Company will not be obligated to effect an
underwritten shelf takedown within 90 days after the consummation
of a previous underwritten shelf takedown or Demand
Registration.

Holders also have
customary piggyback registration rights, subject to the
limitations set forth in the Registration Rights
Agreement.

These registration
rights are subject to certain conditions and limitations,
including the right of the underwriters to limit the number of
shares to be included in a registration statement and the
Companys right to delay or withdraw a registration statement
under certain circumstances. The Company will generally pay all
registration expenses in connection with its obligations under
the Registration Rights Agreement, regardless of whether a
registration statement is filed or becomes effective. The
registration rights granted in the Registration Rights Agreement
are subject to customary indemnification and contribution
provisions, as well as customary restrictions such as blackout
periods.

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The foregoing
description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Registration Rights Agreement, a copy of
which is included as Exhibit 10.1 to this Current Report on Form
8-K and incorporated by reference herein.

Preferred
Stock

The information
set forth under Item 3.02 and Item 5.03 below is incorporated by
reference into this section.

Warrant
Agreement

On the Effective
Date, the Company entered into a warrant agreement (the Warrant
Agreement) with American Stock Transfer and Trust Company, LLC.
In accordance with the Plan, the Company issued 6,210,000
warrants to purchase up to an aggregate of 6,210,000 shares of
Common Stock at an exercise price of $0.01 per share (the
Warrants) to all Noteholder Co-Proponents (as defined in the
Plan) and subscribers in the Rights Offering (as defined in the
Plan) and related backstop commitment.

All unexercised
Warrants will expire, and the rights of the holders of such
Warrants to purchase Common Stock will terminate, on the date
that is 90 days after the Effective Date, or if such date falls
on a date other than a business day, on the next succeeding
business day, which is July3, 2017.

The Warrant
Agreement provides that nothing contained therein will be
construed as conferring upon any holder of Warrants or his, her
or its transferees the right to vote or to receive dividends or
distributions (except as otherwise expressly provided therein) or
to consent or to receive notice as a stockholder in respect of
any meeting of stockholders for the election of directors of the
Company or of any other matter, or any rights whatsoever as
stockholders of the Company.

The number of
shares of Common Stock for which a Warrant is exercisable, and
the exercise price per share of such Warrant, is subject to
adjustment from time to time upon the occurrence of specified
events, including: (1)the subdivision or combination of the
Common Stock into a greater or lesser number of shares (2)the
payment of a dividend on the Common Stock and (3)certain forms of
tender offers or exchange offers made by the Company or any of
its subsidiaries as specified in the Warrant Agreement.

In connection with
any Organic Change (as defined in the Warrant Agreement) prior to
the expiration of the exercise period, the Company will make
appropriate provision to ensure that the holders of the Warrants
have the right to acquire and receive, upon exercise of the
Warrants, the cash, stock, securities or other assets or property
as would have been issued or payable in such Organic Change with
respect to, or in exchange for, as applicable, the number of
shares of Common Stock that would have been issued upon exercise
of such Warrants, if such Warrants had been exercised immediately
prior to the occurrence of such Organic Change.

The foregoing
description of the Warrant Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Warrant Agreement, a copy of which is included
as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated by reference herein.

2022 and
2025 Notes

As previously
disclosed, on February15, 2017, Peabody Securities Finance
Corporation (PSFC), a Delaware corporation and wholly owned
subsidiary of the Company, entered into an indenture (the
Indenture) between PSFC and Wilmington Trust, National
Association, as trustee (the Trustee), relating to the issuance
by PSFC of $500.0million aggregate principal amount of 6.000%
senior secured notesdue 2022 (the 2022 Notes) and $500.0million
aggregate principal amount of 6.375% senior secured notesdue 2025
(together with the 2022 Notes, the Notes). The Noteswere sold on
February15, 2017 in a private transaction exempt from the
registration requirements of the Securities Act of 1933 (the
Securities Act).

Prior to the
Effective Date, PSFC deposited the net proceeds of the offering
of the Notes, together with additional funds deposited by the
Company, into an escrow account pending confirmation of the Plan
and certain other conditions being satisfied. On the Effective
Date, the net proceeds from the offering were released
from

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escrow to the
Company and the Company became a co-obligor of the Notesby
executing a supplemental indenture, dated as of April3, 2017 (the
First Supplemental Indenture), among the Company, PSFC, the
subsidiary guarantors party thereto and the Trustee, and,
thereafter, became the sole issuer of the Notesupon the merger of
PSFC with and into the Company to the Certificate of Ownership
and Merger, dated as of April3, 2017, with the Company as the
surviving corporation (the Assumption).

Upon the
Assumption, the Notes became jointly and severally and fully and
unconditionally guaranteed on a senior secured basis by
substantially all of the Companys material domestic subsidiaries
and secured by first priority liens over (1)substantially all of
the assets of the Company and the guarantors, except for certain
excluded assets, (2) 50% of the capital stock of each domestic
restricted subsidiary of the Company, (3) 50% of the non-voting
capital stock of each first tier foreign subsidiary of the
Company or a foreign subsidiary holding company and no more than
65% of the voting capital stock of each first tier foreign
subsidiary of the Company or a foreign subsidiary holding
company, (4)a legal charge of 65% of the voting capital stock and
50% of the non-voting capital stock of Peabody Investments
(Gibraltar) Limited and (5)all intercompany debt owed to the
Company or any guarantor, in each case, subject to certain
exceptions, including that the Notesand guarantees are secured by
second priority liens on certain collateral pledged under the
Credit Agreement (as defined below).

The foregoing
description of the Indenture and the First Supplemental Indenture
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Indenture, a copy of which
is incorporated as Exhibit 4.2 to this Current Report on Form 8-K
and incorporated by reference herein, and the full text of the
First Supplemental Indenture, a copy of which is included as
Exhibit 4.3 to this Current Report on Form 8-K and incorporated
by reference herein.

Credit
Agreement

As previously
disclosed, on January11, 2017, the Debtors obtained an exit
facility commitment letter (the Exit Facility Commitment Letter)
from Goldman Sachs Bank USA(Goldman Sachs), JPMorgan Chase Bank,
N.A. (JPMorgan), Credit Suisse AG (acting through such of its
affiliates or branches as it deems appropriate, CS), Credit
Suisse Securities (USA) LLC (CS Securities and, together with
Goldman Sachs and JPMorgan, the Arrangers), Macquarie Capital
Funding LLC (together with Goldman Sachs, CS and JPMorgan, the
Initial Lenders) and Macquarie Capital (USA) Inc. (collectively
with the Arrangers and the Initial Lenders, the Commitment
Parties), to which, in connection with the consummation of the
Plan, the Initial Lenders agreed to provide a senior secured term
loan facility in an aggregate amount of $1.5billion, less the
aggregate principal amount of privately placed debt securities of
the Company, or special purpose escrow issuer, issued on or prior
to the closing date of the term loan facility (the Closing Date),
plus any amount of additional senior secured term loans funded on
the Closing Date at the sole discretion of the Arrangers and the
Company.

On April3, 2017,
the Company entered into the Credit Agreement, dated as of
April3, 2017, among the Company, as Borrower, Goldman Sachs Bank
USA, as Administrative Agent, and the other lenders party thereto
(the Credit Agreement) as contemplated by the Exit Facility
Commitment Letter. The Credit Agreement provides for a
$950million senior secured term loan, matures in 2022 and bears
interest at a fluctuating rate of LIBOR plus 4.50% per annum with
a 1.00% LIBOR floor.

The foregoing
description of the Exit Facility Commitment Letter and the Credit
Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Exit Facility
Commitment Letter, a copy of which is incorporated as Exhibit
10.2 to this Current Report on Form 8-K and incorporated by
reference herein, and the full text of the Credit Agreement, a
copy of which is included as Exhibit 10.3 to this Current Report
on Form 8-K and incorporated by reference herein.

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Securitization
Facility