Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The Company suspended dividends in 2020.
−Removed: 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.
−Removed: 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: During the fourth quarter of 2020, the Company entered into a transaction support agreement with its surety bond providers which prohibited the payment of dividends through the earlier of December 31, 2025, or the maturity of the credit agreement unless otherwise agreed to by the parties to the agreement.
+Added: Additionally, restrictive covenants in the Company’s credit facility also limited the Company’s ability to pay cash dividends.
+Added: On April 14, 2023, the Company amended the existing transaction support agreement with the surety bond providers to remove the restrictions on shareholder returns, subject to a minimum liquidity threshold, and terminated the credit facility.
+Added: The declaration and payment of dividends and the amount of dividends will depend on the Company’s annual Available Free Cash Flow (AFCF).
+Added: AFCF is defined as quarterly operating cash flow minus investing cash flow;
+Added: distributions to noncontrolling interests;
+Added: plus/minus changes to restricted cash and collateral (excluding one-time effects of the recent surety agreement amendment) and other anticipated expenditures.
+Added: Peabody anticipates a regular quarterly cash dividend of $0.075 per share, but all shareholder returns remain at the Board of Director's discretion.
+Added: On April 27, 2023, the Company declared a dividend per share of $0.075 to be paid on May 31, 2023 to shareholders of record as of May 11, 2023.
Share Relinquishments
2 unchanged sentences
Share Repurchase Program
+Added: Similar to the payment of dividends as described above, the same agreement with the Company’s surety bond providers prohibited share repurchases through the earlier of December 31, 2025, or the maturity of the credit agreement unless otherwise agreed to by the parties to the agreement.
+Added: Additionally, restrictive covenants in its credit facility also limited the Company’s ability to repurchase shares.
+Added: The April 14, 2023 amendment and termination of the credit facility as described above, allow share repurchases subject to the Company’s annual AFCF.
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 (2017 Repurchase Program), which was eventually expanded to $1.5 billion during 2018.
−Removed: The Repurchase Program does not have an expiration date and may be discontinued at any time.
−Removed: Through September 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.
−Removed: 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.
−Removed: 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.
−Removed: Prior to the suspension, repurchases were made at the Company’s discretion.
−Removed: 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: Through March 31, 2023, the Company had repurchased 41.5 million shares of its common stock under the 2017 Repurchase Program for $1,340.3 million, which included commissions paid of $0.8 million.
+Added: On April 17, 2023, the Company announced that its Board of Directors authorized a new share repurchase program (2023 Repurchase Program) authorizing repurchases of up to $1.0 billion of its common stock.
+Added: The 2017 Repurchase Program was superseded and replaced by the 2023 Repurchase Program.
+Added: Under the 2023 Repurchase Program, the Company may purchase shares of common stock from time to time at the discretion of management through open market purchases, privately negotiated transactions, block trades, accelerated or other structured share repurchase programs, or other means.
+Added: The manner, timing, pricing, and amount of any share repurchase transactions will be based on a variety of factors, including market conditions, applicable legal requirements, and alternative opportunities that the Company may have for the use or investment of capital.
Issuances of Equity Securities
2 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 September 30, 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 nine months ended September 30, 2022, leaving approximately 7.7 million shares available for sale.
+Added: Through March 31, 2023, 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, 2023, 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 nine months ended September 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.
−Removed: 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.
−Removed: No such bilateral transactions were completed during the nine months ended September 30, 2022.
−Removed: 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.
+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.
Purchases of Equity Securities
−Removed: The following table summarizes all share purchases for the three months ended September 30, 2022:
+Added: The following table summarizes all share purchases for the three months ended March 31, 2023:
Purchased (1)
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(In millions)
−Removed: July 1 through July 31, 2022 116 $ 21.04 — $ 160.5
−Removed: August 1 through August 31, 2022 — — — 160.5
−Removed: September 1 through September 30, 2022 — — — 160.5
+Added: January 1 through January 31, 2023 138,407 $ 26.03 — $ 160.5
+Added: February 1 through February 28, 2023 365,946 26.19 — 160.5
+Added: March 1 through March 31, 2023 — — — 160.5
Total 504,353 26.15 —
−Removed: (1) 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 publicly announced repurchase programs.
+Added: (2) The 2017 Repurchase Program was in effect until the announcement of the 2023 Repurchase Program on April 17, 2023.
+Added: The maximum dollar value available for repurchase reflects the amount available as of the month-end date for each period shown.
Mine Safety Disclosures.
9 unchanged sentences
Description of Exhibit
+Added: 10.1 Amendment to Surety Transaction Support Agreement and Surety Term Sheet , dated as of April 14, 2023, by and among Peabody Energy Corporation, certain subsidiaries of Peabody Energy Corporation party thereto and the providers of its surety program (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed April 1 7 , 2023).
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 .
15 unchanged sentences
PEABODY ENERGY CORPORATION
−Removed: November 3, 2022 By:
+Added: May 4, 2023 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.