Form 8-K PEABODY ENERGY CORP For: Mar 02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 2, 2015 (March 2, 2015)

PEABODY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (314) 342-3400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Peabody Energy Corporation (“Peabody”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.1, which information is incorporated herein by reference. This information, certain of which has been previously reported, is excerpted from a Preliminary Offering Memorandum that is being disseminated in connection with the proposed senior secured second lien notes offering described in Item 8.01 below.

As provided in General Instruction B.2 of Form 8-K, the information included under this Item, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Offering of Senior Secured Second Lien Notes

On March 2, 2015, Peabody issued a press release announcing that it intends to offer $1.0 billion aggregate principal amount of senior secured second lien notes. Peabody intends to use the net proceeds from the sale of the notes to fund the Tender Offer (as defined below) and for general corporate purposes, which may include the payment of its federal coal lease expenditures and other obligations. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Tender Offer for 7 3/8% Senior Notes due 2016

On March 2, 2015, Peabody issued a press release announcing that it has commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of the $650 million aggregate principal amount outstanding of its 7 3/8% Senior Notes due 2016. This Current Report on Form 8-K is not an offer to purchase or a solicitation of an offer to sell any of the 7 3/8% Senior Notes due 2016. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

The following is information contained in Peabody’s disclosure in connection with its offering of senior secured second lien notes.

Book Value of Principal Property and Stock Pledge

For purposes of calculating the Principal Property Cap, 15% of Specified Consolidated Net Tangible Assets was approximately $1.7 billion as of December 31, 2014. Additionally, as of December 31, 2014, the book value of Principal Property was approximately $3.0 billion, the book value of property that did not constitute Principal Property was approximately $2.7 billion, and the book value of 65% of the capital stock in our first-tier foreign subsidiaries and 65% of the capital stock in Peabody Investments (Gibraltar) Limited was approximately $3.6 billion.

The following are two slides containing information used in connection with Peabody’s offering of senior secured second lien notes.

Statement on Forward-Looking Information 1 Certain statements in this presentation are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. The company uses words such as “anticipate,” “believe,” “expect,” “may,” “forecast,” “project,” “should,” “estimate,” “plan,” “outlook,” “target,” “likely,” “will,” “to be” or other similar words to identify forward- looking statements. These forward-looking statements are based on numerous assumptions that the company believes are reasonable, but they are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations as of March 2, 2015.  These factors are difficult to accurately predict and may be beyond the company’s control. The company does not undertake to update its forward-looking statements. Factors that could affect the company’s results include, but are not limited to: supply and demand for our coal products; price volatility and customer procurement practices, particularly in international seaborne products and in the company’s trading and brokerage businesses; impact of alternative energy sources, including natural gas and renewables; global steel demand and the downstream impact on metallurgical coal prices; impact of weather and natural disasters on demand and production; reductions and/or deferrals of purchases by major customers and ability to renew sales contracts; credit and performance risks associated with customers, suppliers, contract miners, co- shippers, and trading, banks and other financial counterparties; geologic, equipment, permitting, site access, operational risks and new technologies related to mining; transportation availability, performance and costs; availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires; impact of take-or-pay agreements for rail and port commitments for the delivery of coal; successful implementation of business strategies; negotiation of labor contracts, employee relations and workforce availability; changes in postretirement benefit and pension obligations and their related funding requirements; replacement and development of coal reserves;  adequate liquidity, and the cost, availability, access to capital and financial markets; ability to appropriately secure our obligations for land reclamation, federal and state workers’ compensation, federal coal leases and other obligations related to the company’s operations; effects of changes in interest rates and currency exchange rates (primarily the Australian dollar); effects of acquisitions or divestitures; economic strength and political stability of countries in which the company has operations or serves customers; legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements; changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations; litigation, including claims not yet asserted; terrorist attached or security threats, including cybersecurity threats; impacts of pandemic and illnesses; and other risks detailed in the company’s reports filed with the United States Securities and Exchange Commission (SEC).  Adjusted EBITDA is defined as (loss) income from continuing operations before deducting net interest expense; income taxes; asset retirement obligation expenses; depreciation, depletion, and amortization; asset impairment and mine closure costs; charges for the settlement of claims and litigation related to previously divested operations; and changes in deferred tax asset valuation allowance and amortization of basis difference related to equity affiliates.  Adjusted EBITDA, which is not calculated identically by all companies, is not a substitute for operating income, net income or cash flow as determined in accordance with United States GAAP.  Management uses Adjusted EBITDA as the primary metric to measure segment operating performance and also believes it is useful to investors in comparing the company’s current results with those of prior and future periods and in evaluating the company’s operating performance without regard to its capital structure or the cost basis of its assets. Adjusted (Loss) Income from Continuing Operations and Adjusted Diluted EPS are defined as (loss) income from continuing operations and diluted earnings per share from continuing operations, respectively, excluding the impacts of asset impairment and mine closure costs and charges for the settlement of claims and litigation related to previously divested operations, net of tax, and the remeasurement of foreign income tax accounts on the company’s income tax provision. The company calculates income tax benefits related to asset impairment and mine closure costs and charges for the settlement of claims and litigation related to previously divested operations based on the enacted tax rate in the jurisdiction in which they have been or will be realized, adjusted for the estimated recoverability of those benefits.  Management has included these measures because, in the opinion of management, excluding those foregoing items is useful in comparing the company’s current results with those of prior and future periods.  Management also believes that excluding the impact of the remeasurement of foreign income tax accounts represents a meaningful indicator of the company's ongoing effective tax rate.

Reconciliation of Non-GAAP Measures This information is intended to be reviewed in conjunction with the company’s filings with the Securities and Exchange Commission.  2 (Dollars in millions, except per share data) Low (2) High (2) 2014 (1) 2013 (1) Adjusted EBITDA (3) 160 $        200 $        814.0 $     1,047.2 $   Depreciation, depletion and amortization 147 162 655.7 740.3 Asset retirement obligation expenses 13 15 81.0 66.5 Change in deferred tax asset valuation allowance related to equity affiliates - - 52.3 - Amortization of basis difference related to equity affiliates - - 5.7 6.3 Interest income (2) (4) (15.4) (15.7) Interest expense 107 105 428.2 425.2 Income tax provision (benefit), excluding tax items shown separately below - 5 203.9 (279.9) Adjusted (Loss) Income from Continuing Operations (3) (105) $       (83) $         (597.4) $    104.5 $     Asset impairment - - 154.4 528.3 Settlement charges related to the Patriot bankruptcy reorganization - - - 30.6 Tax benefit related to asset impairment - - - (112.8) Tax benefit related to settlement charges related to the Patriot bankruptcy reorganization - - - (11.3) Remeasurement expense (benefit) related to foreign income tax accounts - - (2.7) (44.3) Loss from continuing operations, net of income taxes (105) $       (83) $         (749.1) $    (286.0) $    Diluted EPS - Loss from continuing operations (0.39) $      (0.32) $      (2.83) $      (1.12) $      Asset impairment, net of income taxes - - 0.57 1.56 Settlement charges related to the Patriot bankruptcy reorganization, net of income taxes - - - 0.07 Remeasurement expense (benefit) related to foreign income tax accounts - - (0.01) (0.17) Adjusted Diluted EPS (3) (0.39) $      (0.32) $      (2.27) $      0.34 $       (1) Actual historical results. (2) Range of targeted projected results. Targets exclude the impact to interest expense of any potential charges associated with the cash tender offer for any and all of the company’s 7 3/8% notes due 2016. (3) Non-GAAP financial measure defined on the previous slide. Year Ended Dec. 31, Reconciliation of Non-GAAP Financial Measures (Unaudited) Mar. 31, 2015 Quarter Ending

Exhibit 99.2

								News Release   CONTACT: Chris Curran (314) 588-2765

FOR IMMEDIATE RELEASE

March 2, 2015

PEABODY ENERGY ANNOUNCES OFFERING OF AN AGGREGATE OF $1.0 BILLION OF SENIOR SECURED SECOND LIEN NOTES

ST. LOUIS, March 2, 2015 – Peabody Energy (NYSE: BTU) announced today that, subject to market conditions, it intends to offer $1.0 billion aggregate principal amount of senior secured second lien notes due in 2022 in a private placement to eligible purchasers.

Subject to the successful completion of this offering, Peabody intends to use the net proceeds from the sale of the notes to fund a tender offer to purchase for cash any and all of the $650 million aggregate principal amount outstanding of its 7 3/8% Senior Notes due 2016 (the “2016 notes”), to fund the redemption or satisfaction and discharge of all 2016 notes that are not tendered in the tender offer and for general corporate purposes, which may include the payment of its federal coal lease expenditures.

The notes will be secured by a second-priority lien on all of the assets that secure the company’s and the guarantors’ obligations under the company’s senior secured credit facility, subject to permitted liens and other limitations.

The notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The notes will not be registered under the Securities Act, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Peabody Energy is the world’s largest private-sector coal company and a global leader in sustainable mining, energy access and clean coal solutions. The company serves metallurgical and thermal coal customers in more than 25 countries on six continents.

Exhibit 99.3

								News Release   CONTACT: Chris Curran (314) 588-2765

FOR IMMEDIATE RELEASE

March 2, 2015

PEABODY ENERGY ANNOUNCES CASH TENDER OFFER FOR 7 3/8% SENIOR NOTES DUE 2016

ST. LOUIS, March 2, 2015 – Peabody Energy (NYSE: BTU) announced today that it is commencing a tender offer to purchase for cash any and all of the $650 million aggregate principal amount outstanding of its 7 3/8% Senior Notes due 2016 (CUSIP No. 704549AE4).

The tender offer is being made pursuant to an offer to purchase dated March 2, 2015, and the related letter of transmittal, which set forth the terms of the tender offer. The following table sets forth the notes and certain other terms of the offer:

Holders of notes that are validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on March 13, 2015 (the “Early Tender Deadline”), and accepted for purchase will receive the total consideration specified in the table above for each $1,000 principal amount of notes accepted for purchase. Holders of notes that are validly tendered after 5:00 p.m., New York City time, on March 13, 2015 but on or before 11:59 p.m., New York City time, on March 27, 2015 and accepted for purchase will receive the tender offer consideration specified in the table above. Holders whose notes have been accepted for purchase will also receive accrued and unpaid interest on the purchased notes from the applicable last interest payment date to, but not including, the applicable date of payment for purchased notes. The tender offer contemplates an early settlement option, so that holders whose notes are validly tendered prior to the Early Tender Deadline and accepted for purchase could receive payment on an initial settlement date, which is expected to be as early as March 16, 2015.

Tendered notes may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on March 13, 2015, but not thereafter. Notes tendered after 5:00 p.m., New York City time, on March 13, 2015, but on or before 11:59 p.m., New York City time, on March 27, 2015, may not be withdrawn unless Peabody is otherwise required by applicable law to permit the withdrawal. Peabody reserves the right to terminate, withdraw or amend the offer at any time, as described in the offer to purchase.

The offer is scheduled to expire at 11:59 p.m., New York City time, on March 27, 2015, unless extended. The offer is conditioned on receipt of the net proceeds from Peabody’s offering of $1.0 billion aggregate principal amount of senior secured second lien notes and the general conditions set forth in the offer to purchase. The offer is not conditioned on the tender of a minimum amount of notes.

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which may be made only pursuant to the terms and conditions contained in the offer to purchase and the related letter of transmittal.

The complete terms and conditions of the offer are set forth in the offer to purchase and the letter of transmittal that is being sent to holders of the notes. Holders are urged to read the tender offer documents carefully when they become available. Copies may be obtained from the information agent, Global Bondholder Services Corporation, by calling toll-free at U.S. 866-470-4500, and for banks and brokers only, at U.S. 212-430-3774.

BofA Merrill Lynch and Morgan Stanley are the dealer managers for the tender offer. Questions regarding the offer may be directed to BofA Merrill Lynch by calling toll-free at U.S. 888-292-0070 or collect at 980-387-3907, or to Morgan Stanley by calling toll-free at U.S. 800-624-1808 or collect at 212-761-1057.

Peabody Energy is the world’s largest private-sector coal company and a global leader in sustainable mining, energy access and clean coal solutions. The company serves metallurgical and thermal coal customers in more than 25 countries on six continents.

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