Close

Form 8-K PEABODY ENERGY CORP For: Mar 30

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/24/2024

1. TSLA
2. TXN
3. ENPH
4. SPOT
5. V
6. KMB
7. BA
8. FI
9. STX
10. MSFT


March 31, 2016 6:24 AM EDT

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 30, 2016
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-16463
13-4004153
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
701 Market Street, St. Louis, Missouri
 
63101-1826
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (314) 342-3400
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

1


 
 
Item 1.01
Entry into a Material Definitive Agreement

As previously announced, Four Star Holdings, LLC (“Seller”), an indirect subsidiary of Peabody Energy Corporation (“Peabody”), entered into a Purchase and Sale Agreement, dated as of November 20, 2015 (the “Purchase Agreement”), with Western Megawatt Resources, LLC (“Purchaser”), a subsidiary of Bowie Resource Holdings, LLC. Seller is the sole owner of Southwest Coal Holdings, LLC (“Target”) which owns, directly and indirectly, all of the equity interests of the various entities that hold Peabody’s El Segundo and Lee Ranch coal mines and related mining assets located in New Mexico and at Twentymile Mine in Colorado. Pursuant to the Purchase Agreement, Purchaser would acquire 100% of the ownership interests of Target in exchange for $358 million in cash, subject to customary purchase price adjustments in respect of working capital, accounts receivable, debt and transaction expenses at the time of closing (the “Transaction”).
On March 30, 2016, Seller and Purchaser entered into the Limited Waiver to Purchase and Sale Agreement (the “Waiver Agreement”) whereby Seller waived its termination rights under the Purchase Agreement until 11:59:59 p.m., New York time, on April 7, 2016 and Purchaser waived its termination rights under the Purchase Agreement until 11:59:59 p.m., New York time, on April 15, 2016. The parties intend to use this time to evaluate alternative payment structures which may include cash and non-cash consideration. The other provisions, terms, and conditions of the Purchase Agreement remain unchanged.
The foregoing description of the Purchase Agreement and the Waiver Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.28 to Peabody’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2016, and the full text of the Waiver Agreement which is filed herewith as Exhibit 10.1, and each is incorporated into this Item 1.01 by reference.
 
 
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.     Description
10.1
Limited Waiver to Purchase and Sale Agreement by and between Four Star Holdings, LLC and Western Megawatt Resources, LLC dated March 30, 2016.


2


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.
 
 
 
 
 
 

PEABODY ENERGY CORPORATION
 
 
 
 
March 31, 2016
By:
/s/ A. Verona Dorch
 
 
Name: A. Verona Dorch
Title: Executive Vice President, Chief Legal Officer, Government Affairs and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 


3


EXHIBIT INDEX
Exhibit No.     Description
10.1
Limited Waiver to Purchase and Sale Agreement by and between Four Star Holdings, LLC and Western Megawatt Resources, LLC dated March 30, 2016.



4
Exhibit 10.1


LIMITED WAIVER TO PURCHASE AND SALE AGREEMENT
This LIMITED WAIVER TO PURCHASE AND SALE AGREEMENT (this “Limited Waiver”), is made as of March 30, 2016, by and between Four Star Holdings, LLC, a Delaware limited liability company (“Seller”), and Western Megawatt Resources, LLC, a Delaware limited liability company (“Buyer”) pursuant to that certain Purchase and Sale Agreement dated as of November 20, 2015, by and between Seller and Buyer (the “PSA”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the PSA.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1.    Limited Waiver.
(a)    Seller hereby waives until 11:59:59 p.m., New York time, on April 7, 2016 (such date and time, the “Seller Waiver Expiration Time”) all rights Seller may have to terminate the PSA pursuant to Section 7.01(a)(v) of the PSA if the Closing shall not have occurred prior to the Seller Waiver Expiration Time. From and after the Seller Waiver Expiration Time, if the Closing shall not have occurred prior to the Seller Waiver Expiration Time, the agreement of Seller to waive its right to terminate the PSA to the extent described in this Section 1(a) of this Limited Waiver shall cease and be of no further force or effect, and Seller thereafter shall be entitled to exercise all rights it may have to terminate the PSA pursuant to and in accordance with Section 7.01(a)(v) of the PSA with effect from and after the Seller Waiver Expiration Time without any further requirement under Section 7.01(a)(v)(ii) (it being acknowledged and agreed by Buyer that Seller complied with this requirement by Seller’s notice to Buyer in its letter, dated March 18, 2016) and without any requirement under Section 7.01(a)(v)(iii) of the PSA which Buyer hereby waives.
(b)    Buyer hereby waives until 11:59:59 p.m., New York time, on April 15, 2016 (such date and time, the “Buyer Waiver Expiration Time”) all rights Buyer may have to terminate the PSA pursuant to either or both of Section 7.01(a)(ii) and Section 7.01(a)(iv) of the PSA if the Closing shall not have occurred prior to the Buyer Waiver Expiration Time. From and after the Buyer Expiration Time, if the Closing shall not have occurred prior to the Buyer Waiver Expiration Time, the agreement of Buyer to waive its right to terminate the PSA to the extent described in this Section 1(b) of this Limited Waiver shall cease and be of no further force or effect, and Buyer thereafter shall be entitled to exercise all rights it may have to terminate the PSA pursuant to and in accordance with either or both of Section 7.01(a)(ii) and Section 7.01(a)(iv) of the PSA with effect from and after the Buyer Waiver Expiration Time.
(c)    Seller and Buyer hereby waive the applicability, if any, of Section 11.14 of the PSA to this Limited Waiver.
2.    No Other Waiver or Modification. Except to the extent expressly provided in this Limited Waiver, each term, provision and condition of the PSA survives, remains and shall continue in full force and effect. For the avoidance of doubt, nothing herein shall be deemed to modify, limit

1


or otherwise affect any right Seller may have to the Termination Fee pursuant to the terms and conditions of the PSA from and after the Seller Waiver Expiration Time.
3.    Counterparts. This Limited Waiver may be executed in multiple counterparts (including by means of telecopied signature pages or electronic transmission in portable document format (pdf)), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument.
4.    Miscellaneous. This Limited Waiver and the PSA (as may be amended from time to time in accordance with its terms) represent the entire understanding of the parties hereto with respect to the matters covered herein and therein. This Limited Waiver may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
* * * * *


2


IN WITNESS WHEREOF, the parties hereto have executed this Limited Waiver on the day and year first above written.
SELLER:
FOUR STAR HOLDINGS, LLC
By:    /s/ Allen Capdeboscq    
Name:    Allen Capdeboscq    
Title:    Vice President    
BUYER:
WESTERN MEGAWATT RESOURCES, LLC
By:    /s/ John Siegel    
Name:    John Siegel    
Title:    Executive Chairman    




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings