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 $27.204 MILLION IN AGGREGATE PRINCIPAL AMOUNT OF THEIR 10.000% SENIOR SECURED NOTES DUE 2024
ST. LOUIS, Aug. 29, 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 $27.204 million (the "Excess Cash Flow 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 July 29, 2022 (the "Offer to Purchase"). The Offer was made to satisfy the requirements of the Indenture. The Excess Cash Flow Amount for the Offer represents the pro rata portion of the Excess Cash Flow (as defined in the Indenture) to be applied to an offer to purchase the Notes pursuant to the Indenture, with the remainder applied to a concurrent debt repurchase offer of Priority Lien Debt (as defined in the Indenture) under 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.
The Offer expired at 5:00 p.m., New York City time, on August 29, 2022 (the "Expiration Time"). As of the Expiration Time, $18.214 million in aggregate principal amount of the Notes had been validly tendered and not validly withdrawn prior to the Expiration Time.
Subject to the Excess Cash Flow Amount as further described below, for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted by the Co-Issuers, holders of Notes will receive $1,039.10 in cash (the "Offer Price"), plus accrued and unpaid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 for all Notes tendered in the Offer did not exceed the Excess Cash Flow Amount of $27.204 million, the Co-Issuers will purchase $18.214 million aggregate principal amount of Notes pursuant to the Offer. Payment for such accepted Notes will be made on August 31, 2022.
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 (the "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 10 Business Days (as defined in the Indenture) after August 14, 2022, the date on which the unaudited quarterly consolidated financial statements for the preceding fiscal quarter are required to be delivered pursuant to clause (1) of Section 4.03 of the Indenture, the Co‐Issuers are obligated to offer to purchase for cash an aggregate principal amount of up to the Excess Cash Flow Amount of their outstanding Notes at the price described above. The Offer was intended to satisfy this requirement.
The Excess Cash Flow Amount for the Offer is equal to (i) $65.063 million, an amount equal to 100% of Excess Cash Flow (as defined in the Indenture) of the Main Issuer and its Subsidiaries (as defined in the Indenture) for the Excess Cash Flow Period, which for purposes of this Offer is the six-month period ended June 30, 2022 of the Main Issuer, then ended; multiplied by (ii) a fraction (x) the numerator of which is equal to the outstanding aggregate principal amount of the Notes and (y) the denominator of which is equal to the outstanding aggregate principal amount of the Notes and all other Priority Lien Debt (as defined in the Indenture) required to be repaid with such Excess Cash Flow, rounded down to the nearest $1,000.
Since June 30, 2022, and after giving effect to the settlement of the Offer, the Co-Issuers will have retired (i) approximately $112.086 million aggregate principal amount of the Notes and (ii) approximately $3.848 million aggregate principal amount of the 10.000% senior secured term loan due 2024 (the "Term Loan"). Approximately $81.550 million aggregate principal amount of the Notes will remain outstanding after giving effect to the settlement of the Offer, and approximately $134.968 million aggregate principal amount of debt remains outstanding under the Term Loan.
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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