Item 1.01. Entry into a Material Definitive Agreement.

On January 29, 2021 (the "Settlement Date"), Peabody Energy Corporation, a Delaware corporation ("Peabody" or the "Company"), completed a series of previously announced transactions (collectively, the "Recapitalization Transactions") to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility. The material terms of the Recapitalization Transactions are summarized herein.

Exchange Offer

On January 29, 2021, the Company settled its previously announced exchange offer (the "Exchange Offer") pursuant to which $398,683,000 aggregate principal amount of the Company's 6.000% Senior Secured Notes due 2022 (the "Existing Notes") were validly tendered, accepted by the Company and exchanged for aggregate consideration consisting of (a) $193,884,000 aggregate principal amount of new 10.000% Senior Secured Notes due 2024 (the "New Co-Issuer Notes") co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company ("AU HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of the Company (together, the "Co-Issuers"), (b) $195,142,000 aggregate principal amount of new 8.500% Senior Secured Notes due 2024 issued by the Company (the "New Peabody Notes"), and (c) a cash payment of approximately $9,420,000. In connection with the settlement of the Exchange Offer, the Company also paid early tender premiums totaling $3,986,830 in cash.

The New Co-Issuer Notes and the New Peabody Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Issuance of the New Co-Issuer Notes

The terms of the New Co-Issuer Notes are governed by an indenture, dated as of January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and the Company (on a limited basis, to the extent of its obligations specifically set forth therein) (the "New Co-Issuer Notes Indenture").

The New Co-Issuer Notes bear interest at an annual rate of 10.000%, which is payable on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2021. The New Co-Issuer Notes will mature on December 31, 2024.

The New Co-Issuer Notes Indenture contains customary covenants that, among other things, limit the Co-Issuers' and their subsidiaries' ability to incur additional indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from subsidiaries, sell or otherwise dispose of assets, enter into transactions with affiliates, create or incur liens, and merge, consolidate or sell all or substantially all of their assets, and place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Co-Issuers.

The New Co-Issuer Notes are not guaranteed by any of the Co-Issuers' subsidiaries and thus are structurally subordinated to any existing or future indebtedness or other liabilities, including trade payables, of any such subsidiaries; provided that to the extent not resulting in a materially adverse tax consequence (as determined by Peabody in its good faith reasonable business judgment), if any of PIC Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of AU HoldingsCo ("PIC Acquisition Corp."), Wilpinjong Coal Pty Ltd, an indirect wholly owned subsidiary of Peabody ("Wilpinjong"), or any of AU HoldingsCo's direct or indirect subsidiaries at any time is not contractually prohibited from becoming a guarantor (as determined by Peabody in its good faith reasonable business judgment), PIC Acquisition Corp., Wilpinjong or such subsidiary shall become a guarantor. The New Co-Issuer Notes initially are secured by liens on substantially all of the assets of the Co-Issuers, including by (i) 100% of the capital stock of PIC Acquisition Corp. owned by AU HoldingsCo and (ii) all other property subject or purported to be subject, from time to time, to a lien under the Co-Issuers' collateral trust agreement.

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The Co-Issuers may redeem some or all of the New Co-Issuer Notes at the redemption prices and on the terms specified in the New Co-Issuer Notes Indenture.

The New Co-Issuer Notes Indenture contains certain events of default, including, in certain circumstances, (i) specified events occurring at the Wilpinjong Mine, (ii) the termination or modification of the Surety Transaction Support Agreement, (iii) Peabody's failure to comply with any obligation under the Transaction Support Agreement, and (iv) the termination of the Management Services Agreements. If the New Co-Issuer Notes are accelerated or otherwise become due and payable as a result of an event of default, the greater of (x) the Applicable Premium and (y) the amount by which the applicable redemption price exceeds the principal amount of the New Co-Issuer Notes will also be due and payable as though the New Co-Issuer Notes had been optionally redeemed on the date of such acceleration. Capitalized terms appearing in this paragraph but not defined have the meanings assigned to such terms in the New Co-Issuer Notes Indenture.

The foregoing summary of the New Co-Issuer Notes Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of the Form 8-K, the disclosure set forth above under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On January 29, 2021, Peabody issued a press release announcing completion of the Recapitalization Transactions, including settlement of the Exchange Offer. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such 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.

Item 8.01. Other Events.

On January 26, 2021, Peabody issued a press release announcing the expiration and final results for the Exchange Offer. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.        Description

 4.1         Indenture dated as of January 29, 2021, by and among the Co-Issuers,
             Wilmington Trust, National Association, as trustee, and the Company
             (on a limited basis, to the extent of its obligations specifically set
             forth therein). (To be filed by amendment.)

 4.2         Indenture dated as of January 29, 2021, by and among Peabody, the
             guarantors party thereto, and Wilmington Trust, National Association,
             as trustee. (To be filed by amendment.)

 4.3           Seventh Supplemental Indenture, dated as of January 8, 2021, by and
             among the Company and Wilmington Trust, National Association, as
             trustee.

 4.4           Eighth Supplemental Indenture, dated as of January 29, 2021, by and
             among the Company and Wilmington Trust, National Association, as
             trustee.

10.1         Credit Agreement, dated as of January 29, 2021, among the Co-Issuers,
             as borrowers, Peabody Energy Corporation, as parent, JPMorgan Chase
             Bank, N.A., as administrative agent, and the lenders party thereto.
             (To be filed by amendment.)

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10.2    Credit Agreement, dated as of January 29, 2021, among Peabody Energy
        Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative
        agent, and the lenders party thereto. (To be filed by amendment.)

10.3    Amendment No. 8 to Credit Agreement, dated as of January 29, 2021, among
        Peabody Energy Corporation, the subsidiaries of Peabody Energy Corporation
        party thereto as reaffirming parties, the lenders party thereto and
        JPMorgan Chase Bank, N.A., as administrative agent (as successor to
        Goldman Sachs Bank USA in its capacity as administrative agent). (To be
        filed by amendment.)

99.1      Press Release of Peabody Energy Corporation, dated January 29, 2021.

99.2      Press Release of Peabody Energy Corporation, dated January 26, 2021.

 104    Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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