9 unchanged sentences
The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: 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: Through June 30, 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.
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.
6 unchanged sentences
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.
−Removed: Through March 31, 2022, the Company has sold approximately 24.8 million shares for net cash proceeds of $269.8 million.
−Removed: 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: Through June 30, 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 six months ended June 30, 2022, leaving approximately 7.7 million shares available for sale.
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.
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.
−Removed: 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.
−Removed: 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.
−Removed: No bilateral transactions were completed during the three months ended March 31, 2022.
+Added: During the six months ended June 30, 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: During 2021, 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 such bilateral transactions were completed during the six months ended June 30, 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.
Purchases of Equity Securities
−Removed: The following table summarizes all share purchases for the three months ended March 31, 2022:
+Added: The following table summarizes all share purchases for the three months ended June 30, 2022:
Purchased (1)
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(In millions)
−Removed: January 1 through January 31, 2022 153,389 $ 10.44 — $ 160.5
−Removed: February 1 through February 28, 2022 20,521 17.43 — 160.5
−Removed: March 1 through March 31, 2022 — — — 160.5
+Added: April 1 through April 30, 2022 — $ — — $ 160.5
+Added: May 1 through May 31, 2022 — — — 160.5
+Added: June 1 through June 30, 2022 27,446 25.20 — 160.5
Total 27,446 25.20 —
11 unchanged sentences
Description of Exhibit
−Removed: 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).
−Removed: 4.2 Form of 3.250% Convertible Senior Notes due 2028 (included in Exhibit 4.1).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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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† Filed herewith.
−Removed: ++ Portions of this exhibit (indicated therein by asterisk) have been omitted for confidential treatment.
−Removed: 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.
−Removed: 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: May 5, 2022 By:
+Added: August 4, 2022 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.