2 unchanged sentences
Because such DTC participants are brokers and other institutions holding shares of Peabody’s Common Stock on behalf of their customers, the Company does not know the actual number of unique shareholders represented by these record holders.
−Removed: As more fully described within “Liquidity and Capital Resources” of Part II, Item 7.
−Removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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 agreements.
−Removed: Additionally, restrictive covenants in its credit facility also limit the Company's ability to pay cash dividends.
+Added: Share Repurchase Program
+Added: On April 14, 2023, the Company amended its existing transaction support agreement with the providers of its surety bond portfolio, dated November 6, 2020, to remove the restrictions on shareholder returns, subject to a minimum liquidity threshold, and terminated the then-existing credit facility.
+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+Added: The 2023 Repurchase Program superseded and replaced the previous repurchase program that had been announced in 2017.
+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 amount of any share repurchase transactions is subject to the Company’s annual Available Free Cash Flow (as defined in Part II, Item 7.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”) The manner, timing and pricing 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.
+Added: Through December 31, 2023, the Company had repurchased 16.1 million shares of its common stock under the 2023 Repurchase Program for $ 350.3 million, which included $2.6 million of unsettled share repurchases and commissions paid of $0.3 million, leaving $650.0 million available for share repurchase.
+Added: Peabody Energy Corporation 2023 Form 10-K
+Added: During the year ended December 31, 2023, the Company declared dividends per share of $0.225.
+Added: On February 8, 2024, the Company declared an additional dividend per share of $0.075 to be paid on March 13, 2024 to shareholders of record as of February 22, 2024.
+Added: The declaration and payment of dividends and the amount of dividends will depend on the Company’s annual Available Free Cash Flow (as defined in Part II, Item 7.
+Added: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”)
Share Relinquishments
1 unchanged sentence
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.
−Removed: 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), 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 December 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.
−Removed: Similar to the payment of dividends as described above, the same agreements with the Company’s 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.
−Removed: Additionally, restrictive covenants in its credit facility also limit the Company’s ability to repurchase shares.
−Removed: Future repurchases will be made at the Company’s discretion.
−Removed: The specific timing, price and size of purchases will depend upon the share price, general market and economic conditions and other considerations, including compliance with various debt agreements in effect at the time any repurchases are made.
−Removed: Peabody Energy Corporation 2022 Form 10-K
Issuances of Equity Securities
3 unchanged sentences
During the year ended December 31, 2021, the Company 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 year ended December 31, 2022, leaving approximately 7.7 million shares available for sale.
+Added: No sales were made under this at-the-market equity offering program during the years ended December 31, 2022 or 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.
12 unchanged sentences
November 1 through November 30, 2023
+Added: 1,174,073 23.35 1,174,073 676.1
December 1 through December 31, 2023
+Added: 1,085,760 24.06 1,085,760 650.0
+Added: 3,466,476 24.13 3,466,348
(1) Includes shares withheld to cover the withholding taxes upon the vesting of equity awards, which are not a part of the Repurchase Program Repurchase Program.
+Added: Peabody Energy Corporation 2023 Form 10-K
Stock Performance Graph
The following performance graph compares the cumulative total return on Peabody’s common stock with the cumulative total return of the following indices:
−Removed: (i) the S&P MidCap 400 Stock Index and (ii) Custom Composite Index (a peer group comprised of Arch Resources, Inc., Hallador Energy Co., and Warrior Met Coal, Inc.).
−Removed: The Custom Composite Index reflects publicly listed U.S.
−Removed: companies within the coal industry of similar size or product type.
+Added: (i) the S&P MidCap 400 Stock Index;
+Added: (ii) a historical peer group comprised of Arch Resources, Inc., Hallador Energy Co., and Warrior Met Coal, Inc.
+Added: (Custom Composite Index);
+Added: and (iii) the S&P Metals Mining Select Industry Index, which replaces the Custom Composite Index.
+Added: As certain competitors within the Custom Composite Index have diversified from coal production, Peabody elected to use a published industry index.
The graph assumes that the value of the investment in BTU and each index was $100 at December 31, 2018.
1 unchanged sentence
These indices are included for comparative purposes only and do not necessarily reflect management's opinion that such indices are an appropriate measure of the relative performance of the stock involved and are not intended to forecast or be indicative of possible future performance of the common stock.
−Removed: Peabody Energy Corporation 2022 Form 10-K
Not applicable.
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.