Item 8.01. Other Events
As previously reported, on June 4, 2021, Peabody Energy Corporation (the
"Company") entered into an At Market Issuance Sales Agreement (the "Sales
Agreement") with B. Riley Securities, Inc., as sales agent or principal (the
"Agent"). Pursuant to the Sales Agreement, the Company may offer and sell over a
period of time, and from time to time, up to 32,500,000 shares (comprised of
25,000,000 initial shares (the "Initial Shares") and 7,500,000 upsize shares
(the "Upsize Shares" and, collectively with the Initial Shares, the "Shares"))
of its common stock, par value $0.01 per share, through or to the Agent. Sales
of the Shares may be made by any method permitted by law that is deemed to be an
"at the market offering" as defined in Rule 415 under the Securities Act of 1933
(the "Securities Act"). The Company will pay the Agent a commission equal to
2.0% of the gross proceeds from each sale of Shares sold through the Agent under
the Sales Agreement. The timing, frequency and amount of any sales will be
determined by market conditions and other factors, including available
opportunities to repurchase or otherwise retire outstanding debt. The Company
has no obligation to sell any Shares and may at any time suspend solicitation
and offers under the Sales Agreement or terminate the Sales Agreement.
The Shares are being offered and sold pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-254765), which was declared effective by the
Securities and Exchange Commission on April 23, 2021. The Company previously
filed a Prospectus Supplement, dated June 4, 2021, and a Prospectus Supplement,
dated September 17, 2021, relating to the offer and sale of the Initial Shares
under the Sales Agreement. The offer and sale of the Upsize Shares may be made
pursuant to a Prospectus Supplement, dated December 17, 2021. As of December 16,
2021, the Company had offered and sold 24,290,869 Initial Shares pursuant to the
Sales Agreement.
The Sales Agreement contains customary representations, warranties and covenants
by the Company, indemnification obligations of the Company, including for
liabilities under the Securities Act, other obligations of the parties and
termination provisions. The foregoing description of the Sales Agreement does
not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Sales Agreement, which is incorporated by reference as
Exhibit 1.1 hereto and in this Item 8.01.
In connection with the public offering of the Upsize Shares, the Company is
filing a legal opinion of Jones Day relating to the Upsize Shares as an exhibit
to this Current Report on Form 8-K for the purpose of incorporating such opinion
into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 At Market Issuance Sales Agreement, dated June 4, 2021, by and
between Peabody Energy Corporation and B. Riley Securities, Inc.
(incorporated by reference to Exhibit 1.1 to the Registrant's Current
Report on Form 8-K filed on June 4, 2021).
5.1 Opinion of Jones Day.
23.1 Consent of Jones Day (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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