PEABODY ENERGY CORPORATION (OTCMKTS:BTUUQ) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure |
As previously disclosed, on April13, 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.
Also as previously disclosed, on December22, 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 January25, 2017, the Debtors filed with the
Bankruptcy Court the First Amended Joint Plan of Reorganization
and the First Amended Disclosure Statement. On January27, 2017,
the Debtors filed with the Bankruptcy Court the Second Amended
Joint Plan of Reorganization (as 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 January26, 2017.
Thereafter, on January27, 2017, the Bankruptcy Court issued an
order approving the Disclosure Statement. In addition, on March6,
2017, the Debtors filed with the Bankruptcy Court a supplement to
the Plan.
On March7, 2017, the Debtors filed with the Bankruptcy Court a
notice (the Notice) regarding the successful bidder and next
highest bidder in connection with the sale of the Debtors
interest in Dominion Terminal Associates. The successful bid
provides for a purchase price of $20,450,000, and the next
highest bid provides for a purchase price of $20,000,000. The
stalking horse bid previously approved by the Bankruptcy Court
was in the amount of $10,000,000, plus a breakup fee and expense
reimbursement of $350,000.
In addition, on March9, 2017, the Debtors filed with the
Bankruptcy Court the declaration (the Declaration) of Evan
Gershbein, Senior Vice President of Corporate Restructuring
Services at Kurtzman Carson Consultants LLC, with respect to the
tabulation of votes on the Plan. Copies of the Notice and the
Declaration are available free of charge at
www.kccllc.net/Peabody. The information set forth on the
foregoing website shall not be deemed to be a part of or
incorporated by reference into this Form 8-K.
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.
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 (the
Securities Act), 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 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
-2-
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:
|
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; |
|
Peabody Energys ability to negotiate, develop, confirm and consummate the Plan; |
|
the effects of the Chapter 11 Cases on Peabody Energys operations, including customer, supplier, banking, insurance and other relationships and agreements; |
|
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; |
|
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; |
|
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; |
| increased advisory costs to execute a plan of reorganization; |
|
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; |
|
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; |
|
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; |
|
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; |
|
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; |
| Peabody Energys ability to use cash collateral; |
-3-
|
the effect of the Chapter 11 Cases on Peabody Energys relationships with third parties, regulatory authorities and employees; |
|
the potential adverse effects of the Chapter 11 Cases on Peabody Energys liquidity, results of operations, or business prospects; |
|
Peabody Energys ability to execute its business and restructuring plan; |
|
increased administrative and legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; |
|
the cost, availability and access to capital and financial markets, including the ability to secure new financing after emerging from the Chapter 11 Cases; |
|
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 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 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
Energys 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.
-4-
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 -0.08 at 1.89 with 3,485,001 shares trading hands.