2 unchanged sentences
As more fully described within “Liquidity and Capital Resources” of Part I, Item 2.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” during the fourth quarter of 2020, the Company entered into transaction support agreements with its surety bond providers which prohibit the payment of dividends through December 31, 2024, unless otherwise agreed to by the parties to the agreements.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” during the fourth quarter of 2020, the Company entered into transaction support agreements with its surety bond providers which prohibit the payment of dividends through the earlier of December 31, 2025, or the maturity of the Credit Agreement (currently March 31, 2025) unless otherwise agreed to by the parties to the agreements.
Additionally, restrictive covenants in its credit facility and in the indentures governing its senior secured notes also limit the Company’s ability to pay cash dividends.
4 unchanged sentences
The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: Through March 31, 2021, the Company has repurchased 41.5 million shares of its common stock for $1,340.3 million , which included commissions paid of $0.8 million , leaving $160.5 million available for share repurchase under the Repurchase Program.
−Removed: The Company suspended share repurchases in 2019, and similar to the payment of dividends as described above, the same agreements with its surety bond providers prohibit share repurchases through December 31, 2024, unless otherwise agreed to by the parties to the agreements.
+Added: Through June 30, 2021, the Company has repurchased 41.5 million shares of its common stock for $1,340.3 million , which included commissions paid of $0.8 million , leaving $160.5 million available for share repurchase under the Repurchase Program.
+Added: The Company suspended share repurchases in 2019, and similar to the payment of dividends as described above, the same agreements with its surety bond providers prohibit share repurchases through the earlier of December 31, 2025, or the maturity of the Credit Agreement (currently March 31, 2025) unless otherwise agreed to by the parties to the agreements.
Additionally, restrictive covenants in its credit facility and in the indentures governing its senior secured notes also limit the Company’s ability to repurchase shares.
1 unchanged sentence
The specific timing, price and size of purchases depended upon the share price, general market and economic conditions and other considerations, including compliance with various debt agreements in effect at the time the repurchases were made.
+Added: Issuances of Equity Securities
+Added: In June 2021, the Company announced an at-the-market equity offering program pursuant to which the Company could offer and sell up to 12.5 million shares of its common stock.
+Added: Such sales are allowed using methods permissible under Rule 415 of the Securities Act.
+Added: The shares are offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was declared effective by the Securities and Exchange Commission on April 23, 2021, as supplemented by a prospectus supplement dated June 4, 2021, relating to the offer and sale of the shares.
+Added: During the three months ended June 30, 2021, the Company sold approximately 8.1 million shares for net cash proceeds of $65.1 million.
+Added: Subsequent to June 30, 2021, the Company settled sales of an additional 2.7 million shares for net proceeds of $21.5 million.
+Added: Also during the three months ended June 30, 2021, the Company completed multiple bilateral transactions with holders of the 2022 Notes in which the Company issued an aggregate 4.5 million shares of its common stock in exchange for $ 30.9 million aggregate principal amount of the 2022 Notes.
+Added: The issuance of shares of common stock in exchange for the 2022 Notes was exempt from registration under the Securities Act, on the basis that the exchange was completed with existing holders of the Company’s securities, and no commission or other remuneration was paid or given for soliciting the exchange.
+Added: Subsequent to June 30, 2021, the Company issued an aggregate 0.5 million shares of its common stock in exchange for $4.0 million aggregate principal amount of the 2022 Notes in a similar manner as noted above.
Share Relinquishments
2 unchanged sentences
Purchases of Equity Securities
−Removed: The following table summarizes all share purchases for the three months ended March 31, 2021:
+Added: The following table summarizes all share purchases for the three months ended June 30, 2021:
Purchased (1)
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(In millions)
−Removed: January 1 through January 31, 2021 143,465 $ 2.42 — $ 160.5
−Removed: February 1 through February 28, 2021 65,244 3.83 — 160.5
−Removed: March 1 through March 31, 2021 — — — 160.5
+Added: April 1 through April 30, 2021 2,649 $ 3.01 — $ 160.5
+Added: May 1 through May 31, 2021 295 6.63 — 160.5
+Added: June 1 through June 30, 2021 96,549 7.41 — 160.5
Total 99,493 7.29 —
7 unchanged sentences
The information concerning mine safety violations or other regulatory matters required by SEC regulations is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
−Removed: See Exhibit Index at page 53 of this report.
+Added: See Exhibit Index on following pages.
EXHIBIT INDEX
1 unchanged sentence
Description of Exhibit
−Removed: 4.8 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) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 4.9 Indenture dated as of January 29, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 4.10 Seventh Supplemental Indenture, dated as of January 8, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 4.11 Eighth Supplemental Indenture, dated as of January 29, 2021, by and among the Company and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 4.12 First Supplemental Indenture, dated as of February 3, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth therein) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021).
−Removed: 4.13 First Supplemental Indenture, dated as of February 3, 2021, by and among Peabody, the guarantors party thereto, and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 5, 2021)
−Removed: 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 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 10.2 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 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 10.3 Credit Agreement, dated as of January 29, 2021, among Peabody, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 10.4 Amendment No.
−Removed: 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) (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A filed on February 1, 2021).
−Removed: 10.5* Form of 2021 Service-Based Cash Award Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 5, 2021).
−Removed: 10.6* Form of Amendment No.
−Removed: 1 to 2021 Service-Based Cash Award Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 5, 2021).
−Removed: 10.7* Employment Transition Agreement, dated March 18, 2021, between Peabody Energy Corporation and Glenn L.
−Removed: Kellow (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2021).
31.1† Certification of periodic financial report by the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 unchanged sentences
104 Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101
−Removed: * These exhibits constitute all management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 15(a)(3) and 15(b) of this report.
† Filed herewith.
1 unchanged sentence
PEABODY ENERGY CORPORATION
−Removed: May 5, 2021 By:
+Added: August 6, 2021 By:
Executive Vice President and Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.