PIC AU HOLDINGS LLC AND PIC AU HOLDINGS CORPORATION, WHOLLY‐OWNED SUBSIDIARIES OF PEABODY, ANNOUNCE EXPIRATION AND FINAL RESULTS OF OFFER TO PURCHASE UP TO $90.0 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF THEIR 10.000% SENIOR SECURED NOTES DUE 2024
ST. LOUIS, July 21, 2022 /PRNewswire/ -- Wholly‐owned subsidiaries of Peabody (NYSE: BTU), PIC AU Holdings LLC, a Delaware limited liability company (the "Main Issuer"), and PIC AU Holdings Corporation, a Delaware corporation (together with the Main Issuer, the "Co‐Issuers"), today announced the expiration and final results of their previously announced offer to purchase (the "Offer") for cash up to $90.0 million (the "Offer Amount") in aggregate principal amount of their 10.000% Senior Secured Notes due 2024 (the "Notes") at a purchase price equal to 103.91% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest as set forth in the Indenture (as defined below), to, but excluding, the settlement date, on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2022 (as amended by the press release issued on June 27, 2022, the "Offer to Purchase").
The Offer expired at 5:00 p.m., New York City time, on July 21, 2022 (the "Expiration Time"). As of the Expiration Time, $112,704,000 in aggregate principal amount of the Notes had been validly tendered and not validly withdrawn prior to the Expiration Time.
Subject to the Offer Amount as further described below, for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted by the Co-Issuers, holders of Notes will receive $1,039.10 in cash (the "Offer Price"), plus accrued and unpaid interest as set forth in the Indenture, to, but excluding, the settlement date.
Because the aggregate principal amount of Notes tendered in the Offer exceeded the Offer Amount of $90.0 million, the Co-Issuers will purchase $93,872,000 aggregate principal amount of Notes pursuant to the Offer. Under the rules of the Securities and Exchange Commission, the Co-Issuers accepted an additional $3,872,000 aggregate principal amount of Notes above the Offer Amount ("Additional Accepted Notes"). In accordance with the terms of the Credit Agreement (defined below), the Co-Issuers will offer to repurchase an additional aggregate principal amount of terms loans in the amount of the Additional Accepted Notes at a purchase price of 103.91% of par. The accepted Notes will be purchased on a pro rata basis, as described in the Offer, 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. Payment for such accepted Notes will be made on July 25, 2022. After giving effect to the purchase of the tendered and accepted Notes, approximately $99,749,000 in aggregate principal amount of the Notes will remain outstanding.
The Notes are governed by an indenture, dated as of January 29, 2021, by and among the Co-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 Supplemental Indenture, dated as of February 3, 2021, and as further amended, supplemented, restated or otherwise modified to the date hereof, the "Indenture"). Under the terms of the Indenture, no later than 30 days following any voluntary prepayment, repayment or repurchase of term loans, the Co‐Issuers are obligated to offer to purchase for cash an aggregate principal amount of up to term loans so prepaid, repaid or repurchased. On May 25, 2022, the Co-Issuers repurchased $50.0 million aggregate principal amount of their 10.000% senior secured term loan due 2024 at a weighted average purchase price of 103.91% of par, in accordance with the Credit Agreement, dated as of January 29, 2021, among 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, N.A.), as administrative agent, which governs the term loans (the "Credit Agreement"). As such, the Offer was intended to satisfy the requirements of the Indenture. In connection with the previously-disclosed upsize of the Offer and in accordance with the terms of the Credit Agreement, the Co-Issuers will offer to repurchase an additional aggregate principal amount of terms loans in the amount by which the total amount purchased in the Offer exceeds $50.0 million at a purchase price of 103.91% of par.
This announcement is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell any securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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