Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: Issuances of Equity Securities
−Removed: 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: The at-the-market equity offering program was further expanded to 32.5 million shares during 2021.
−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, September 17, 2021, and December 17, 2021 relating to the offer and sale of the shares.
−Removed: Through June 30, 2023, 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 six months ended June 30, 2023, leaving approximately 7.7 million shares available for sale.
−Removed: 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.
−Removed: The shares were 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 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.
−Removed: 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.
−Removed: Additionally, restrictive covenants in the Company’s credit facility also limited the Company’s ability to pay cash dividends.
−Removed: 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.
The declaration and payment of dividends and the amount of dividends will depend on the Company’s annual AFCF.
Peabody anticipates a regular quarterly cash dividend of $0.075 per share, but all shareholder returns remain at the Board of Director's discretion.
−Removed: During the three and six months ended June 30, 2023, the Company declared dividends per share of $0.075.
−Removed: On July 27, 2023, the Company declared a dividend per share of $0.075 to be paid on August 30, 2023 to shareholders of record as of August 10, 2023.
+Added: During the three and nine months ended September 30, 2023, the Company declared dividends per share of $0.075 and $0.150, respectively.
+Added: On October 26, 2023, the Company declared an additional dividend per share of $0.075 to be paid on November 29, 2023 to shareholders of record as of November 9, 2023.
Share Relinquishments
2 unchanged sentences
Share Repurchase Program
−Removed: 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.
−Removed: Additionally, restrictive covenants in its credit facility also limited the Company’s ability to repurchase shares.
−Removed: The April 14, 2023 amendment and termination of the credit facility as described above, allow share repurchases subject to the Company’s annual AFCF.
−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 (2017 Repurchase Program), which was eventually expanded to $1.5 billion during 2018.
−Removed: Prior to the suspension of the 2017 Repurchase Program, as discussed below, the Company 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.
−Removed: 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.
−Removed: The 2017 Repurchase Program was superseded and replaced by the 2023 Repurchase Program.
+Added: On April 17, 2023, the Company announced that its Board of Directors authorized a share repurchase program (2023 Repurchase Program) authorizing repurchases of up to $1.0 billion of its common stock.
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.
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.
−Removed: Through June 30, 2023, the Company had repurchased 8.9 million shares of its common stock under the 2023 Repurchase Program for $184.2 million, which included $11.2 million of unsettled share repurchases and commissions paid of $0.2 million, leaving $816.0 million available for share repurchase.
−Removed: Subsequent to June 30, 2023, the Company has purchased an additional 3.1 million shares of its common stock for $67.0 million.
+Added: Through September 30, 2023, the Company had repurchased 12.6 million shares of its common stock under the 2023 Repurchase Program for $266.6 million, which included commissions paid of $0.2 million, leaving $ 733.6 million available for share repurchase.
+Added: From October 1, 2023 through October 27, 2023, the Company has purchased an additional 1.1 million shares of its common stock for $ 27.3 million.
Purchases of Equity Securities
−Removed: The following table summarizes all share purchases for the three months ended June 30, 2023:
+Added: The following table summarizes all share purchases for the three months ended September 30, 2023:
Purchased (1)
10 unchanged sentences
(In millions)
−Removed: April 1 through April 30, 2023 1,020 $ 25.39 — $ 1,000.0
−Removed: May 1 through May 31, 2023 3,111,429 21.34 3,111,429 933.6
−Removed: June 1 through June 30, 2023 5,812,999 20.31 5,785,498 816.0
+Added: July 1 through July 31, 2023 3,105,291 $ 21.58 3,104,886 $ 749.0
+Added: August 1 through August 31, 2023 — — — 749.0
+Added: September 1 through September 30, 2023 636,035 24.14 636,035 733.6
Total 3,741,326 22.02 3,740,921
8 unchanged sentences
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.