Attached files
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EX-99.2 - EX-99.2 - PEABODY ENERGY CORP | d337353dex992.htm |
EX-99.1 - EX-99.1 - PEABODY ENERGY CORP | d337353dex991.htm |
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): February 1, 2017
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) |
Registrants 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)) |
Item 7.01 | Regulation FD Disclosure |
Peabody Energy Corporation, a Delaware corporation (the Company), expects to disclose certain supplemental information concerning the Company in a preliminary offering circular that is being disseminated in connection with the proposed senior secured notes offering described in Item 8.01 below. The supplemental information included in the preliminary offering circular, certain of which has been previously reported, is set forth in Exhibit 99.1 and incorporated herein by reference.
The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of Peabody Energys filings under the Securities Act of 1933, as amended (the Securities Act), or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 8.01 | Other Events |
On February 1, 2017, the Company issued a press release announcing that a special purpose wholly owned subsidiary of the Company intends, subject to market conditions, to offer up to $1.0 billion aggregate principal amount of senior secured notes in an offering that is exempt from the registration requirements of the Securities Act. A copy of the press release, which was issued pursuant to and in accordance with Rule 135c under the Securities Act, is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the notes. The notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Excerpts from Preliminary Offering Circular | |
99.2 | Press Release |
-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 | ||||||
February 2, 2017 | By: | /s/ A. Verona Dorch | ||||
Name: A. Verona Dorch Title: Chief Legal Officer |
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Excerpts from Preliminary Offering Circular | |
99.2 | Press Release |