PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
As previously disclosed in Peabody Energy Corporations (the Company
or Peabody Energy) Quarterly Report on Form 10-Q for the quarter
ended September 30, 2016, Peabody Australia Mining Pty Ltd, one of
the Companys Australian subsidiaries, entered into a definitive
share sale and purchase agreement, dated as of November 3, 2016,
for the sale of all of the equity interests in Metropolitan
Collieries Pty Ltd (the Transaction), the entity that owns
Metropolitan coal mine in New South Wales, Australia and the
associated 16.67 percent interest in the Port Kembla Coal Terminal,
to South32 Aluminium (Holdings) Pty Ltd, a subsidiary of South32
Limited (South32), a global mining and metals company with
operations in Australia, Southern Africa and South America. Also as
previously disclosed, the closing of the Transaction is conditional
on receipt of approval from the Australian Competition and Consumer
Commission (the ACCC).
or Peabody Energy) Quarterly Report on Form 10-Q for the quarter
ended September 30, 2016, Peabody Australia Mining Pty Ltd, one of
the Companys Australian subsidiaries, entered into a definitive
share sale and purchase agreement, dated as of November 3, 2016,
for the sale of all of the equity interests in Metropolitan
Collieries Pty Ltd (the Transaction), the entity that owns
Metropolitan coal mine in New South Wales, Australia and the
associated 16.67 percent interest in the Port Kembla Coal Terminal,
to South32 Aluminium (Holdings) Pty Ltd, a subsidiary of South32
Limited (South32), a global mining and metals company with
operations in Australia, Southern Africa and South America. Also as
previously disclosed, the closing of the Transaction is conditional
on receipt of approval from the Australian Competition and Consumer
Commission (the ACCC).
On February 22, 2017, the ACCC issued a Statement of Issues in
relation to the Transaction, noting that the ACCC is continuing to
review the Transaction.>>The Company continues to work toward
a successful closing of the Transaction and does not expect the
ultimate outcome of the Transaction to impact the expected timing
of the Company’s emergence from bankruptcy.
relation to the Transaction, noting that the ACCC is continuing to
review the Transaction.>>The Company continues to work toward
a successful closing of the Transaction and does not expect the
ultimate outcome of the Transaction to impact the expected timing
of the Company’s emergence from bankruptcy.
Nothing contained herein is intended to be, nor should it be
construed as, a solicitation for a vote on the Debtors Second
Amended Joint Plan of Reorganization filed with the Bankruptcy
Court on January 27, 2017 (as amended, the Plan). The Plan will
become effective only if it is confirmed by the United States
Bankruptcy Court for the Eastern District of Missouri (the
“Bankruptcy Court”). There can be no assurance that the
Bankruptcy Court will confirm the Plan or that the Plan will be
implemented successfully.
construed as, a solicitation for a vote on the Debtors Second
Amended Joint Plan of Reorganization filed with the Bankruptcy
Court on January 27, 2017 (as amended, the Plan). The Plan will
become effective only if it is confirmed by the United States
Bankruptcy Court for the Eastern District of Missouri (the
“Bankruptcy Court”). There can be no assurance that the
Bankruptcy Court will confirm the Plan or that the Plan will be
implemented successfully.
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 Section
18 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.
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 Section
18 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 contains 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:
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, including maintaining strategic control as debtor-in-possession, in connection with |
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the chapter 11 cases of the Company and a majority of the Companys
wholly owned domestic subsidiaries, as well as one international
subsidiary in Gibraltar (collectively, the Debtors) which are being
jointly administered under the caption In re Peabody Energy
Corporation, et al., Case No. 16-42529, in the United States
Bankruptcy Court for the Eastern District of Missouri (the Chapter
11 Cases);
wholly owned domestic subsidiaries, as well as one international
subsidiary in Gibraltar (collectively, the Debtors) which are being
jointly administered under the caption In re Peabody Energy
Corporation, et al., Case No. 16-42529, in the United States
Bankruptcy Court for the Eastern District of Missouri (the Chapter
11 Cases);
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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; |
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competition in the coal industry and supply and demand for
Peabody Energys coal products, including the 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 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 following confirmation of the Plan by the
Bankruptcy Court, 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 Energys
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 following confirmation of the Plan by the
Bankruptcy Court, 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 Energys
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.
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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 up +0.39 at 2.97 with 3,485,001 shares trading hands.