Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 24, 2020, (i) Peabody Energy Corporation, a
Delaware corporation ("Peabody" or the "Company"), (ii) certain of the Company's
subsidiaries, (iii) each of the revolving lenders (the "Revolving Lenders")
under the Company's first lien secured credit facility, dated April 3, 2017 (as
modified, amended or supplemented from time to time, "Credit Agreement"), among
Peabody, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (as
successor to Goldman Sachs Bank USA in its capacity as administrative agent)
(the "Administrative Agent"), and other lenders party thereto, (iv) the
Administrative Agent, and (v) certain holders, or investment advisors,
sub-advisors, or managers of discretionary accounts that hold (together with
their respective successors and permitted assigns, each, a "Consenting
Noteholder" and, collectively, the "Consenting Noteholders") the Company's
6.000% Senior Secured Notes due 2022, entered into a transaction support
agreement (together with all exhibits, annexes and schedules thereto, and as
further amended and restated on December 31, 2020, the "Amended and Restated
Transaction Support Agreement") to agree to support the 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.
On January 29, 2021, and in connection with the previously announced settlement
of the Recapitalization Transactions, the Company entered into an amendment (the
"TSA Amendment") with the parties to the Amended and Restated Transaction
Support Agreement, including certain of the Company's subsidiaries, the
Revolving Lenders, the Administrative Agent, and the Consenting Noteholders. The
TSA Amendment, among other things, amends the Amended and Restated Transaction
Support Agreement by requiring the Company to amend the indentures that govern
the new notes to be issued in connection with the Recapitalization Transactions
by no later than February 3, 2021, to add additional restrictive covenants and
events of default and provide the holders of the new notes with certain
additional remedies or prepayment rights, such that the new notes have
substantially the same terms as the credit agreements being entered into with
the Revolving Lenders in connection with the Recapitalization Transactions. Such
amendments to the indentures to the new notes will be effected following the
settlement of the Recapitalization Transactions in accordance with the terms of
the TSA Amendment and the applicable indentures.
The foregoing summary of the TSA Amendment does not purport to be complete and
is subject to, and qualified in its entirety by, the full text of the TSA
Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated
herein by reference. The exhibits to the TSA Amendment will be filed by
amendment to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 First Amendment to Amended and Restated Transaction Support
Agreement, dated as of January 29, 2021, between Peabody, certain
subsidiaries of Peabody, the Revolving Lenders, the Administrative
Agent, and the Consenting Noteholders (without exhibits)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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