Peabody Energy Corp. Amends Material Agreement Filing

TL;DR

Peabody Energy (BTU) filed an amendment to a key contract filing from Nov 25th. Details TBD.

AI Summary

Peabody Energy Corp. filed an 8-K/A on November 29, 2024, to amend a previous filing related to a material definitive agreement. The amendment concerns an event that occurred on November 25, 2024. Specific details of the agreement or the reason for the amendment are not provided in this excerpt.

Why It Matters

This amendment indicates a change or clarification to a significant contract for Peabody Energy, which could impact its business operations or financial standing.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements can signal changes in business relationships or terms that may carry financial implications.

Key Numbers

• 13-4004153 — IRS Number (Identifies the company for tax purposes.)

Key Players & Entities

• Peabody Energy Corp. (company) — Registrant
• November 25, 2024 (date) — Date of earliest event reported
• November 29, 2024 (date) — Filing date
• 701 Market Street, St. Louis, Missouri 63101-1826 (address) — Principal Executive Offices
• 1-16463 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share BTU New York Stock Exchan
• $2.05 billion — template (1) an upfront cash payment of $2.05 billion and fixed deferred cash payments totali
• $725.0 million — d fixed deferred cash payments totaling $725.0 million that will be payable in annual installm
• $1.0 b — onal contingent cash payments capped at $1.0 billion, comprised of (a) royalty payment
• $3.775 billion — cquisition would be up to approximately $3.775 billion if the maximum amounts under the contin
• $455.0 m — ct to certain conditions, approximately $455.0 million, which is the purchase price unde
• $355.0 million — son SMC Consideration is comprised of a $355.0 million upfront cash payment and $100.0 million
• $100.0 million — $355.0 million upfront cash payment and $100.0 million fixed deferred cash payments totaling $
• $2.075 billion — y to the Company in the amount of up to $2.075 billion in order to finance the Acquisition in

Filing Documents

• d31504d8ka.htm (8-K/A) — 49KB
• d31504dex21.htm (EX-2.1) — 1211KB
• d31504dex22.htm (EX-2.2) — 1224KB
• d31504dex23.htm (EX-2.3) — 1121KB
• d31504dex24.htm (EX-2.4) — 1057KB
• g31504g1128010648509.jpg (GRAPHIC) — 4KB
• 0001193125-24-268139.txt ( ) — 5421KB
• btu-20241125.xsd (EX-101.SCH) — 3KB
• btu-20241125_lab.xml (EX-101.LAB) — 18KB
• btu-20241125_pre.xml (EX-101.PRE) — 11KB
• d31504d8ka_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. Forward-looking statements provide management's or the Board's current expectations or predictions of future conditions, events, or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements regarding the Acquisition, the financing components of the Acquisition and the expected date of closing of the Acquisition. All forward-looking statements speak only as of the date they are made and reflect the Company's good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company's control, that are described in the Company's periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and other factors that the Company may describe from time to time in other filings with the SEC. should understand

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Share Purchase Agreement, dated as of November 25, 2024, by and among Peabody Energy Corporation, Anglo American Netherlands B.V., Anglo American Services (UK) Ltd. and Peabody SMC Pty Ltd* 2.2 Share and Asset Purchase Agreement, dated as of November 25, 2024, by and among Peabody Energy Corporation, Anglo American Netherlands B.V., Moranbah North Coal Pty Ltd., Anglo American Steelmaking Coal Assets Eastern Australia Limited, Anglo American Steelmaking Coal Holdings Limited, Anglo American Services (UK) Ltd. and Peabody MNG Pty Ltd* 2.3 Option Deed, dated as of November 25, 2024, by and among Peabody SMC Pty Ltd, Peabody Australia Holdco Pty Ltd, PT Bukit Makmur Internasional and PT Delta Dunia Makmur Tbk* 2.4 Dawson Loan Note Deed, dated as of November 25, 2024, by and among Peabody SMC Pty Ltd and PT Bukit Makmur Internasional* 10.1 Amendment No. 1 to Credit Agreement, dated as of November 25, 2024, by and among Peabody Energy Corporation, PNC Bank, National Association, as administrative agent, and the lenders party thereto.* 99.1 Press Release, dated November 25, 2024 99.2 Investor Presentation, dated November 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(a)(6) and Item 601(b)(2)(ii). This exhibit excludes certain immaterial schedules and exhibits pursuant to the provisions of Regulation S-K, Item 601(a)(5). A copy of any of the omitted information, schedules and exhibits pursuant to Regulation S-K, Item 601(a)(5), Item 601(a)(6) and Item 601(b)(2)(ii), as applicable, will be furnished to the Securities and Exchange Commission upon request. Previously filed. Previously furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. November 29, 2024 PEABODY ENERGY CORPORATION By: /s/ Scott T. Jarboe Name: Scott T. Jarboe Title: Chief Administrative Officer and Corporate Secretary

View Full Filing

View this 8-K/A filing on SEC EDGAR