PEABODY ENERGY CORPORATION (OTCMKTS: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” and, on and after April 3, 2017,
the “Reorganized 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”) were jointly administered
under the caption In re Peabody Energy Corporation, et al., Case
No. 16-42529. Also as previously disclosed, on December 22, 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. On January 25, 2017, the Debtors
filed with the Bankruptcy Court the First Amended Joint Plan of
Reorganization and the First Amended Disclosure Statement. On
January 27, 2017, the Debtors filed with the Bankruptcy Court the
Second Amended Joint Plan of Reorganization (as further amended,
the Plan) and the Second Amended Disclosure Statement (as amended,
the Disclosure Statement) to address certain modifications
resulting from a hearing before the Bankruptcy Court on January 26,
2017. Thereafter, on January 27, 2017, the Bankruptcy Court issued
an order approving the Disclosure Statement. In addition, on March
6, 2017 and March 15, 2017, the Debtors filed supplements to the
Plan with the Bankruptcy Court. On March 17, 2017, the Bankruptcy
Court entered an order confirming the Plan. On April 3, 2017, the
Debtors satisfied the conditions to effectiveness set forth in the
Plan. As a result, the Plan became effective in accordance with its
terms, and the Debtors emerged from their Chapter 11 Cases.
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” and, on and after April 3, 2017,
the “Reorganized 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”) were jointly administered
under the caption In re Peabody Energy Corporation, et al., Case
No. 16-42529. Also as previously disclosed, on December 22, 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. On January 25, 2017, the Debtors
filed with the Bankruptcy Court the First Amended Joint Plan of
Reorganization and the First Amended Disclosure Statement. On
January 27, 2017, the Debtors filed with the Bankruptcy Court the
Second Amended Joint Plan of Reorganization (as further amended,
the Plan) and the Second Amended Disclosure Statement (as amended,
the Disclosure Statement) to address certain modifications
resulting from a hearing before the Bankruptcy Court on January 26,
2017. Thereafter, on January 27, 2017, the Bankruptcy Court issued
an order approving the Disclosure Statement. In addition, on March
6, 2017 and March 15, 2017, the Debtors filed supplements to the
Plan with the Bankruptcy Court. On March 17, 2017, the Bankruptcy
Court entered an order confirming the Plan. On April 3, 2017, the
Debtors satisfied the conditions to effectiveness set forth in the
Plan. As a result, the Plan became effective in accordance with its
terms, and the Debtors emerged from their Chapter 11 Cases.
On April 21, 2017, the Reorganized Debtors filed their monthly
operating report for the month ended March 31, 2017 (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.
operating report for the month ended March 31, 2017 (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. As outlined in the Plan, the
Company’s previously outstanding equity securities were canceled
and extinguished upon the effective date of the Plan, and holders
thereof did not receive or retain, any property or interest in
property on account of such previously outstanding equity
interests. The recoveries for the Companys other previously
outstanding securities were also set forth in the Plan. 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. As outlined in the Plan, the
Company’s previously outstanding equity securities were canceled
and extinguished upon the effective date of the Plan, and holders
thereof did not receive or retain, any property or interest in
property on account of such previously outstanding equity
interests. The recoveries for the Companys other previously
outstanding securities were also set forth in the Plan. 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 March 31,
2017>included in the Monthly Operating Report reflects
consolidated income from continuing operations, net of income taxes
of $16.8 million, which includes $30.5 million of asset impairment
charges related to a certain coal lease in the Midwest that was
terminated by the counterparty, $50.2 million>of depreciation,
depletion and amortization expense and $21.4 million>in
reorganization items, net primarily related to professional fees.
The Company’s liquidity position consisted of $1,068.1
million>of cash and cash equivalents at March 31, 2017,
including $261.6 million>held by Debtor entities. Cash and cash
equivalents increased by $22.8 million during the month, driven
largely by $34.9 million>of cash flows provided by operating
activities.
2017>included in the Monthly Operating Report reflects
consolidated income from continuing operations, net of income taxes
of $16.8 million, which includes $30.5 million of asset impairment
charges related to a certain coal lease in the Midwest that was
terminated by the counterparty, $50.2 million>of depreciation,
depletion and amortization expense and $21.4 million>in
reorganization items, net primarily related to professional fees.
The Company’s liquidity position consisted of $1,068.1
million>of cash and cash equivalents at March 31, 2017,
including $261.6 million>held by Debtor entities. Cash and cash
equivalents increased by $22.8 million during the month, driven
largely by $34.9 million>of cash flows provided by operating
activities.
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, Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934 and are intended
to come within the safe harbor protection provided by those
sections. 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, 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 Exhibit 99.2 of the Current Report on Form
8-K filed by the Company with the SEC on April 11, 2017, 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 other risks and
uncertainties. Factors that could affect Peabody Energys results or
an investment in its securities include, but are not limited to:
term is defined in the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act of 1934 and are intended
to come within the safe harbor protection provided by those
sections. 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, 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 Exhibit 99.2 of the Current Report on Form
8-K filed by the Company with the SEC on April 11, 2017, 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 other risks and
uncertainties. Factors that could affect Peabody Energys results or
an investment in its securities include, but are not limited to:
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competition in the energy market and supply and demand for
our products, including the impact of alternative energy sources, such as natural gas and renewables; |
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global steel demand and the downstream impact on
metallurgical coal prices, and lower demand for Peabody Energy’s products by electric power generators; |
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customer procurement practices and contract duration;
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the impact of weather and natural disasters on demand,
production and transportation; |
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reductions and/or deferrals of purchases by major customers
and Peabody Energy’s ability to renew sales contracts; |
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credit and performance risks associated with customers,
suppliers, contract miners, co-shippers, and trading, bank and other financial counterparties; |
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geologic, equipment, permitting, site access, operational
risks and new technologies related to mining; |
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transportation availability, performance and costs;
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availability, timing of delivery and costs of key supplies,
capital equipment or commodities such as diesel fuel, steel, explosives and tires; |
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impact of take-or-pay arrangements for rail and port
commitments for the delivery of coal; |
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successful implementation of business strategies, including,
without limitation, the actions Peabody Energy is implementing to improve its organization; |
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negotiation of labor contracts, employee relations and
workforce availability, including, without limitation, attracting and retaining key personnel; |
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changes in post-retirement benefit and pension obligations
and their related funding requirements; |
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replacement and development of coal reserves;
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effects of changes in interest rates and currency exchange
rates (primarily the Australian dollar); |
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effects of acquisitions or divestitures;
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Peabody Energy’s ability to successfully consummate planned
divestitures; |
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economic strength and political stability of countries in
which Peabody Energy has operations or serves customers; legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements, changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations; |
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Peabody Energy’s ability to obtain and renew permits
necessary for its operations; |
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Peabody Energy’s ability to appropriately secure its
requirements for reclamation, federal and state workers compensation, federal coal leases and other obligations related to it operations, including its ability to utilize self-bonding and/or successfully access the commercial surety bond market; |
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litigation or other dispute resolution, including, but not
limited to, claims not yet asserted; |
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terrorist attacks or security threats, including, but not
limited to, cybersecurity breaches; |
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impacts of pandemic illnesses;
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any lack of an established market for certain of Peabody
Energy’s securities, including Peabody Energy’s Series A Convertible Preferred Stock, and potential dilution of its common stock due to future issuances of equity securities; |
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price volatility in Peabody Energy’s securities;
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short-sales in Peabody Energy’s common stock; and
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any conflicts of interest between Peabody Energy’s
significant shareholders and other holders of its capital stock. |
In addition, such factors include the following related to Peabody
Energy’s current capital structure:
Energy’s current capital structure:
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Peabody Energy’s ability to generate sufficient cash to
service all of its indebtedness; |
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Peabody Energy’s debt instruments and capital structure
place certain limits on its ability to pay dividends and repurchase Common Stock; and |
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Peabody Energy’s ability to comply with financial and other
restrictive covenants in various agreements, including its debt instruments. |
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.
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.
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 March 31,
2017, filed with the United States Bankruptcy Court for the Eastern District of Missouri. |
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 at 0.00000 with shares trading hands.
