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The Company suspended dividends in 2020.
−Removed: 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 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.
+Added: During the fourth quarter of 2020, the Company entered into a transaction support agreement with its surety bond providers which prohibits 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 agreement.
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.
+Added: Share Relinquishments
+Added: The Company routinely allows employees to relinquish common stock to pay estimated taxes upon the vesting of restricted stock units and the payout of performance units that are settled in common stock under its equity incentive plans.
+Added: The value of common stock tendered by employees is determined based on the closing price of the Company’s common stock on the dates of the respective relinquishments.
Share Repurchase Program
−Removed: On August 1, 2017, the Company announced that its Board of Directors authorized a share repurchase program to allow repurchases of up to $500 million of the then outstanding shares of its common stock and/or preferred stock (Repurchase Program).
−Removed: On April 25, 2018, the Company announced that the Board authorized the expansion of the Repurchase Program to $1.0 billion.
−Removed: On October 30, 2018, the Company announced that the Board authorized an additional expansion of the Repurchase Program to $1.5 billion.
+Added: On August 1, 2017, the Company announced that its Board of Directors authorized a share repurchase program to allow repurchases of up to $500 million of the then outstanding shares of its common stock and/or preferred stock (Repurchase Program), which was eventually expanded to $1.5 billion during 2018.
The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: Through September 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.
−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 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.
+Added: Through March 31, 2022, 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 agreement with its surety bond providers prohibits 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 agreement.
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.
3 unchanged sentences
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.
−Removed: During September 2021, the Company announced that it could offer and sell up to an additional 12.5 million shares, for a total of 25.0 million shares authorized through the at-the-market offering program.
−Removed: 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 prospectus supplements dated June 4, 2021 and September 17, 2021, relating to the offer and sale of the shares.
−Removed: During the nine months ended September 30, 2021, the Company sold approximately 17.1 million shares for net cash proceeds of $ 177.2 million.
−Removed: Between October 1, 2021 and November 2, 2021, the Company settled sales of an additional 3.2 million shares for net proceeds of $ 43.4 million.
−Removed: Also during the nine months ended September 30, 2021, the Company completed multiple bilateral transactions with holders of the 2022 Notes, the 2025 Notes and the Peabody Notes in which the Company issued an aggregate 6.7 million shares of its common stock in exchange for $ 37.3 million aggregate principal amount of the 2022 Notes, $ 17.9 million aggregate principal amount of the 2025 Notes and $ 5.5 million aggregate principal amount of the Peabody Notes.
+Added: The at-the-market equity offering program was further expanded to 32.5 million shares during 2021.
+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 prospectus supplements dated June 4, 2021, September 17, 2021, and December 17, 2021 relating to the offer and sale of the shares.
+Added: Through March 31, 2022, the Company has sold approximately 24.8 million shares for net cash proceeds of $269.8 million.
+Added: No sales were made under this at-the-market equity offering program during the three months ended March 31, 2022, leaving approximately 7.7 millions shares available for sale.
+Added: On March 7, 2022, the Company entered into an at-the-market equity offering program pursuant to which the Company could offer and sell shares of its common stock having an aggregate gross sales price of up of $225 million.
+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 March 7, 2022 relating to the offer and sale of the shares.
+Added: During the three months ended March 31, 2022, the Company sold approximately 10.1 million shares for net proceeds of $222.0 million, thereby concluding this at-the-market equity offering program.
+Added: Through March 31, 2022, the Company completed multiple bilateral transactions with holders of the 2022 Notes, the 2025 Notes and the 2024 Peabody Notes in which the Company issued an aggregate 10.0 million shares of its common stock in exchange for $37.3 million aggregate principal amount of the 2022 Notes, $47.2 million aggregate principal amount of the 2025 Notes and $21.6 million aggregate principal amount of the 2024 Peabody Notes.
+Added: No bilateral transactions were completed during the three months ended March 31, 2022.
The issuance of shares of common stock in exchange for the 2022 Notes, the 2025 Notes and the 2024 Peabody Notes was made in reliance on the exemption from registration provided in Section 3(a)(9) under the Securities Act of 1933, based in part on representations of holders of the 2022 Notes, the 2025 Notes and the 2024 Peabody Notes, and 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.
−Removed: Between October 1, 2021 and November 2, 2021, the Company issued an aggregate 1.9 million shares of its common stock in exchange for $19.0 million aggregate principal amount of the 2025 Notes and $12.0 million aggregate principal amount of the Peabody Notes in a similar manner as noted above.
−Removed: Share Relinquishments
−Removed: The Company routinely allows employees to relinquish common stock to pay estimated taxes upon the vesting of restricted stock units and the payout of performance units that are settled in common stock under its equity incentive plans.
−Removed: The value of common stock tendered by employees is determined based on the closing price of the Company’s common stock on the dates of the respective relinquishments.
Purchases of Equity Securities
−Removed: The following table summarizes all share purchases for the three months ended September 30, 2021:
+Added: The following table summarizes all share purchases for the three months ended March 31, 2022:
Purchased (1)
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(In millions)
−Removed: July 1 through July 31, 2021 5,073 $ 8.19 — $ 160.5
−Removed: August 1 through August 31, 2021 — — — 160.5
−Removed: September 1 through September 30, 2021 — — — 160.5
+Added: January 1 through January 31, 2022 153,389 $ 10.44 — $ 160.5
+Added: February 1 through February 28, 2022 20,521 17.43 — 160.5
+Added: March 1 through March 31, 2022 — — — 160.5
Total 173,910 11.27 —
−Removed: (1) Includes shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not part of the Repurchase Program.
+Added: (1) Shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not part of the Repurchase Program.
Mine Safety Disclosures.
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Description of Exhibit
−Removed: 10.1* Variation of Employment Contract, dated August 11, 2021, between Peabody Energy Australia Coal Pty Ltd and Darren R.
−Removed: Yeates (Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K, filed August 13, 2021).
+Added: 4.1 Indenture, dated as of March 1, 2022, between Peabody Energy Corporation and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2022).
+Added: 4.2 Form of 3.250% Convertible Senior Notes due 2028 (included in Exhibit 4.1).
+Added: 10.1 Eighth Amendment to the Sixth Amended and Restated Receivables Purchase Agreement, dated as of January 28, 2022, by and among P&L Receivables Company, LLC, Peabody Energy Corporation, all Committed Purchasers listed on the signature pages thereto, all Purchaser Agents listed on the signature pages thereto, all LC Participants listed on the signature pages thereto, PNC Bank, National Association, as Administrator and as LC Bank and PNC Capital Markets LLC, as Structuring Agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 31, 2022).
+Added: 10.2 Agreement for Irrevocable Standby Letters of Credit, dated as of February 17, 2022, between Peabody and Goldman Sachs Bank USA (Incorporated by reference to Exhibit 10.89 to the Registrant’s Annual Report on Form 10-K filed on February 18, 2022).
+Added: 10.3 Credit Agreement, dated March 7, 2022, by and among Peabody Energy Corporation, as borrower, Goldman Sachs Lending Partners LLC, 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 filed on March 7, 2022).
+Added: 10.4†++ Commitment Agreement, dated March 23, 2022, by and among Peabody Investments Corp., The Prudential Insurance Company of America and Fiduciary Counselors Inc.
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 .
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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 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.
+Added: 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Filed herewith.
+Added: ++ Portions of this exhibit (indicated therein by asterisk) have been omitted for confidential treatment.
+Added: Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
+Added: A copy of such instrument will be furnished to the Securities and Exchange Commission upon request.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PEABODY ENERGY CORPORATION
−Removed: November 5, 2021 By:
+Added: May 5, 2022 By:
Executive Vice President and Chief Financial Officer
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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.