PIC AU HOLDINGS LLC AND PIC AU HOLDINGS CORPORATION, WHOLLY OWNED SUBSIDIARIES OF PEABODY, ANNOUNCE AN INCREASE IN THEIR PREVIOUSLY ANNOUNCED OFFER FOR THE PURCHASE OF THEIR SECURE 10,000% PREMIER TICKETS DUE 202
ST. LOUIS, June 27, 2022 /PRNewswire/ — Wholly owned subsidiary of Peabody (NYSE: BTU), PIC AU Holdings LLC, a Delaware limited liability company (the “Main transmitter“), and PIC AU Holdings Corporation, a Delaware corporation (with the main issuer, the “Co-Issuers“), today announced that they have (1) increased the aggregate principal amount (the “Bid amount“) of their previously announced cash tender offer (the “To offer“) their 10.000% Senior Secured Notes due 2024 (the “Remarks“), at a purchase price equal to 103.91% of the principal amount of the Notes repurchased under the offer, together with accrued and unpaid interest, if any, up to the date of settlement of the excluded offer, up to $90 million from the previously announced offer amount of $50.0 million, and (2) extended the expiration date of the offer to 5:00 p.m., New York time, July 21, 2022 (the same date may be extended, the “Expiration date“). Deposited Notes may be validly withdrawn at any time prior to the Expiry Time, unless extended or terminated earlier by the co-issuers. As of 5:00 p.m., New York time, June 27, 2022, approximately 85.76 million of dollars aggregate principal amount of the Bonds had been validly tendered and not validly withdrawn. The Offer is made on the terms and subject to the conditions set forth in the Co-Issuer’s Tender Offer, dated May 26, 2022 (the “Bid“). Except as otherwise provided in this press release, all other terms of the offer as described in the offer to purchase remain unchanged.
The Notes are governed by an indenture, dated January 29, 2021, by and between the co-issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set out in the Indenture) (as amended and restated by the first Supplemental Indenture dated February 3, 2021, and as amended, supplemented, restated or otherwise modified as of the date of present, the “IndentureUnder 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 amount in aggregate principal amount of notes equal to aggregate On May 25, 2022, the co-issuers redeemed an aggregate principal amount of $50.0 million of their 10.000% senior secured term loan due 2024 at a price of $50.0 million. weighted average purchase of 103.91% of par, pursuant to the credit agreement, dated January 29, 2021, between the co-issuers, as co-borrowers, the lenders party 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 “credit agreementAs such, the Offering is intended to satisfy the requirements of the Deed. As part of the increased Offering and pursuant to the terms of the Credit Agreement, the Co-Issuers will offer to repurchase an additional aggregate principal amount of the Term Loans in an amount equal to the aggregate amount purchased under the Scaled Offering exceeding $50.0 million at a purchase price of 103.91% of par.
Subject to the Offer Amount, for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Expiry Time and accepted by the Co-Issuers for purchase under the Offer , Noteholders will receive $1,039.10 in cash, plus unpaid interest and debt, as set forth in the Indenture, up to, but excluding, the settlement date of the Offer. . 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 Notes tendered to the Offer exceeds the Offer Amount of $90 million, the Co-Issuers will purchase Notes in an aggregate Principal Amount equal to the Offer Amount on a pro rata basis. (subject to applicable procedures of the Custodian Trust Company), with adjustments so that only Notes in principal multiples of $1,000 (and minimum principal amount of $2,000) are 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 most recent 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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