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”), 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.
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”), 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.
On February 21, 2017, the Debtors filed their monthly operating
report for the month ended January 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.
report for the month ended January 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.
On January 20, 2017, the Debtors filed their monthly operating
report for the month ended December 31, 2016 (the December Monthly
Operating Report) with the Bankruptcy Court. Subsequent to filing
their December Monthly Operating Report and prior to the filing of
the Company’s Form 10-K for the annual period ended December 31,
2016, the Company recorded to its 2016 accounts an additional loss
from discontinued operations of $14.3 million due to a
Debtor-related settlement agreement, an additional impairment loss
$5.9 million related to Non-Debtor assets, and the corresponding
balance sheet impacts. The Company properly reflected these impacts
in the beginning account balances in order to compile the Monthly
Operating Report attached hereto as Exhibit 99.1.
report for the month ended December 31, 2016 (the December Monthly
Operating Report) with the Bankruptcy Court. Subsequent to filing
their December Monthly Operating Report and prior to the filing of
the Company’s Form 10-K for the annual period ended December 31,
2016, the Company recorded to its 2016 accounts an additional loss
from discontinued operations of $14.3 million due to a
Debtor-related settlement agreement, an additional impairment loss
$5.9 million related to Non-Debtor assets, and the corresponding
balance sheet impacts. The Company properly reflected these impacts
in the beginning account balances in order to compile the Monthly
Operating Report attached hereto as Exhibit 99.1.
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 Companys Second
Amended Joint Plan of Reorganization of Debtors and Debtors in
Possession filed with the Bankruptcy Court on January 27, 2017, we
anticipate that our equity securities will be cancelled and
extinguished upon the effective date of a plan of reorganization,
and 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. The proposed recoveries for the Companys
other securities are also set forth in the plan of reorganization.
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 Companys Second
Amended Joint Plan of Reorganization of Debtors and Debtors in
Possession filed with the Bankruptcy Court on January 27, 2017, we
anticipate that our equity securities will be cancelled and
extinguished upon the effective date of a plan of reorganization,
and 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. The proposed recoveries for the Companys
other securities are also set forth in the plan of reorganization.
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 January
31, 2017>included in the Monthly Operating Report reflects
consolidated income from continuing operations, net of income taxes
of $52.0 million, $35.1 million>of depreciation, depletion and
amortization expense and $10.5 million>in reorganization items,
net primarily related to professional fees. The Company’s
liquidity position consisted of $965.8 million>of cash and cash
equivalents at January 31, 2017, including $388.4 million>held
by Debtor entities. Cash and cash equivalents increased by $93.5
million during the month, driven largely by $102.0 million>of
cash flows provided by operating activities.
31, 2017>included in the Monthly Operating Report reflects
consolidated income from continuing operations, net of income taxes
of $52.0 million, $35.1 million>of depreciation, depletion and
amortization expense and $10.5 million>in reorganization items,
net primarily related to professional fees. The Company’s
liquidity position consisted of $965.8 million>of cash and cash
equivalents at January 31, 2017, including $388.4 million>held
by Debtor entities. Cash and cash equivalents increased by $93.5
million during the month, driven largely by $102.0 million>of
cash flows provided by operating activities.
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 March 31, 2016 and June 30, 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:
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 March 31, 2016 and June 30, 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 motions or other requests made to the bankruptcy court in connection with the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession; |
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Peabody Energys ability to negotiate, develop, 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; |
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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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risks associated with third-party motions in the Chapter 11
Cases, which may interfere with Peabody Energys ability to confirm and consummate a plan of reorganization and restructuring generally; |
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increased advisory costs to execute a plan of reorganization;
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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 a proposed plan of reorganization 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 Peabody Energys expectation that the common stock will be cancelled and extinguished upon confirmation of a proposed plan of reorganization 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
including its ability to confirm a plan of reorganization that restructures Peabody Energys debt obligations to address liquidity issues and allows emergence from the Chapter 11 Cases; |
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the risk that the Plan may not be accepted or confirmed, in
which case there can be no assurance that the Chapter 11 Cases will continue rather than be converted to chapter 7 liquidation cases or that any alternative plan of reorganization would be on terms as favorable to holders of claims and interests as the terms of the Plan; |
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Peabody Energys ability to use cash collateral;
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the effect of the Chapter 11 Cases on Peabody Energys
relationships with third parties, regulatory authorities and employees; |
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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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Peabody Energys ability to execute its business and
restructuring plan; |
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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 cost, availability and access to capital and financial
markets, including the ability to secure new financing 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 its business operations in Australia; |
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.
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.
The Plan provides that Peabody Energy equity securities will be
canceled and extinguished upon the effective date of the Plan, 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 Energy’s other securities. Trading
prices for Peabody Energy’s 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.
canceled and extinguished upon the effective date of the Plan, 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 Energy’s other securities. Trading
prices for Peabody Energy’s 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.
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 January 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 up +0.37 at 2.58 with 3,485,001 shares trading hands.