Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Peabody’s Common Stock is listed on the New York Stock Exchange, under the symbol “BTU.” As of February 16, 2024 there were 176 holders of the Company’s Common Stock, as determined by counting its record holders and the number of participants reflected in a security position listing provided to the Company by the Depository Trust Company (DTC). 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.
Share Repurchase Program
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.
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. The 2023 Repurchase Program superseded and replaced the previous repurchase program that had been announced in 2017.
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 amount of any share repurchase transactions is subject to the Company’s annual Available Free Cash Flow (as defined in Part II, Item 7. “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. 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.
Peabody Energy Corporation 2023 Form 10-K
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Dividends
During the year ended December 31, 2023, the Company declared dividends per share of $0.225. 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. 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. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”)
Share Relinquishments
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. 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.
Issuances of Equity Securities
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. The at-the-market equity offering program was further expanded to 32.5 million shares during 2021. 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. During the year ended December 31, 2021, the Company sold approximately 24.8 million shares for net cash proceeds of $269.8 million. 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. 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. During the year ended December 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.
Also during the year ended December 31, 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. No such bilateral transactions were completed during the year ended December 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.
Purchases of Equity Securities
The following table summarizes all share purchases for the three months ended December 31, 2023:
Period Total Number of Shares
Purchased (1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Dollar Value of Shares that May Yet Be Used to Repurchase Shares Under the Publicly Announced Program (In millions)
October 1 through October 31, 2023
1,206,643 $ 24.95 1,206,515 $ 703.5
November 1 through November 30, 2023
1,174,073 23.35 1,174,073 676.1
December 1 through December 31, 2023
1,085,760 24.06 1,085,760 650.0
Total
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.
Peabody Energy Corporation 2023 Form 10-K
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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: (i) the S&P MidCap 400 Stock Index; (ii) a historical peer group comprised of Arch Resources, Inc., Hallador Energy Co., and Warrior Met Coal, Inc. (Custom Composite Index); and (iii) the S&P Metals Mining Select Industry Index, which replaces the Custom Composite Index. 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. The graph also assumes that all dividends were reinvested and that the investments were held through December 31, 2023. 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.
Item 6. Reserved.
Not applicable.