ST. LOUIS, May 26, 2022
ST. LOUIS, May 26, 2022 /PRNewswire/ — Wholly owned subsidiary of Peabody (NYSE: BTU), PIC AU Holdings LLC, a Delaware limited liability company (the “Principal Issuer”), and PIC AU Holdings Corporation, a Delaware corporation (together with the Principal Issuer, the “Co-Issuers”), today announced that the Co-Issuers have successfully completed the takeover of $50.0 million aggregate principal amount of the co-issuers 10.000% senior secured term loan due 2024 at a weighted average purchase price of 103.91% of par, pursuant to the credit agreement dated January 29, 2021among the co-issuers, as co-borrowers, the lenders being parties thereto from time to time and Wilmington Trust, National Association (as successor to JPMorgan Chase Bank, NA), as administrative agent, which governs term loans.
The Co-Issuers also announced today an offer to purchase (the “Offer”) in cash up to $50.0 million the aggregate principal amount (the “Offer Amount”) of their 10.000% Senior Secured Notes due 2024 (the “Notes”), at a purchase price equal to 103.91% of the principal of the notes repurchased within the framework of the offer, plus accrued and unpaid charges interest, if applicable, up to the date of settlement-delivery of the Offer, excluding the latter, under the terms and subject to the terms set forth in the Co-Issuer’s Tender Offer, dated May 26, 2022 (the “offer to purchase”). The Notes are governed by an indenture dated January 29, 2021by and among the joint issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth in the indenture) (as amended and restated by the first indenture supplement dated February 3, 2021and as amended, supplemented, updated or otherwise modified on the date hereof, the “Deed”).
Under the terms of the Trust Indenture, no later than 30 business days after any voluntary prepayment, redemption or redemption of Term Loans, the Co-Issuers are required to make an offer to purchase an aggregate principal amount Notes equal to the aggregate principal amount of Term Loans so prepaid, redeemed or repurchased. The Offer aims to satisfy this requirement.
The offer will expire at 5:00 p.m., New York City It’s time June 27, 2022, unless extended or terminated earlier by the Co-Issuers pursuant to the terms of the Offer and the Indenture (the “Expiration Period”). Subject to the Offer Amount, for each $1,000 principal amount of Bonds validly tendered (and not validly withdrawn) prior to the Expiry Time and accepted by the Co-Issuers for purchase under the Offer, holders of Bonds will receive the Offer Price of $1,039.10 in cash, plus accrued and unpaid interest as set forth in the indenture, up to but not including the settlement date of the offer. Submitted Notes may be validly withdrawn at any time prior to the Expiry Time, unless extended or terminated earlier by the Co-Issuers. The settlement date for the Offer is currently expected to be the second business day following the Expiry Time.
If the aggregate principal amount of the Notes tendered to the Offer exceeds the Offer Amount of $50.0 millionthe co-issuers will purchase Notes in an aggregate principal amount equal to the Prorated Offer Amount (subject to applicable procedures of The Depository Trust Company), with adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum principal amount of $2,000) will be purchased.
This announcement is not an offer to buy or sell, or a solicitation of an offer to buy or sell, securities in any jurisdiction in which the manufacture or acceptance thereof would not be compliant with securities, blue sky or other laws of those jurisdictions.
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This press release contains forward-looking statements within the meaning of securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variations of words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”. , “plans”, “target”, “would”, “will”, “should”, “aim”, “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or forecasts regarding future conditions, events or results, including statements regarding the expected terms of the Notes offered, the completion, timing and size of the proposed offering and the intended use of the product. All forward-looking statements speak only as of the date they are made and reflect Peabody’s good faith beliefs, assumptions and expectations, but are not guarantees of future performance or events. Further, Peabody disclaims any obligation to publicly update or revise any forward-looking statements, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Among these risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Peabody common stock and risks relating to Peabody’s business, including those described in the latest report Peabody’s Annual Report on Form 10-K and in other periodic reports that Peabody files from time to time with the SEC. Peabody may not complete the proposed offer described in this press release and, if the proposed offer is completed, cannot provide any assurance as to its ability to effectively apply the net proceeds as described above. You should understand that it is not possible to predict or identify all of these factors and, therefore, you should not consider any such list to be a complete set of all potential risks or uncertainties.
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