UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events |
As previously reported, on June 4, 2021, Peabody Energy Corporation (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as sales agent or principal (the “Agent”). Pursuant to the Sales Agreement, the Company may offer and sell over a period of time, and from time to time, up to 32,500,000 shares (comprised of 25,000,000 initial shares (the “Initial Shares”) and 7,500,000 upsize shares (the “Upsize Shares” and, collectively with the Initial Shares, the “Shares”)) of its common stock, par value $0.01 per share, through or to the Agent. Sales of the Shares may be made by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933 (the “Securities Act”). The Company will pay the Agent a commission equal to 2.0% of the gross proceeds from each sale of Shares sold through the Agent under the Sales Agreement. The timing, frequency and amount of any sales will be determined by market conditions and other factors, including available opportunities to repurchase or otherwise retire outstanding debt. The Company has no obligation to sell any Shares and may at any time suspend solicitation and offers under the Sales Agreement or terminate the Sales Agreement.
The Shares are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-254765), which was declared effective by the Securities and Exchange Commission on April 23, 2021. The Company previously filed a Prospectus Supplement, dated June 4, 2021, and a Prospectus Supplement, dated September 17, 2021, relating to the offer and sale of the Initial Shares under the Sales Agreement. The offer and sale of the Upsize Shares may be made pursuant to a Prospectus Supplement, dated December 17, 2021. As of December 16, 2021, the Company had offered and sold 24,290,869 Initial Shares pursuant to the Sales Agreement.
The Sales Agreement contains customary representations, warranties and covenants by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The foregoing description of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sales Agreement, which is incorporated by reference as Exhibit 1.1 hereto and in this Item 8.01.
In connection with the public offering of the Upsize Shares, the Company is filing a legal opinion of Jones Day relating to the Upsize Shares as an exhibit to this Current Report on Form 8-K for the purpose of incorporating such opinion into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | At Market Issuance Sales Agreement, dated June 4, 2021, by and between Peabody Energy Corporation and B. Riley Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on June 4, 2021). | |
| 5.1 | Opinion of Jones Day. | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 | ||||||
| December 17, 2021 | By: | /s/ Scott T. Jarboe | ||||
| Name: | Scott T. Jarboe | |||||
| Title: | Chief Administrative Officer and Corporate Secretary | |||||