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Peabody (NYSE: BTU) today announced that it will redeem all of its outstanding 3.250% Convertible Senior Notes due 2028 (CUSIP No. 704551AD2; ISIN US704551AD21) (the "Notes").
The redemption date for the Notes is November 18, 2026 (the "Redemption Date"). The Notes will be redeemed on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date, in accordance with the terms of the Notes and the indenture governing the Notes (the "Indenture"). Upon completion of the redemption, no Notes will remain outstanding.
Holders of the Notes may surrender all or any portion of their Notes for conversion at any time from and including the date of this announcement until the close of business (5:00 p.m., New York City time) on November 16, 2026, the second business day immediately preceding the Redemption Date. Peabody currently expects that holders of substantially all Notes will convert such Notes before the Redemption Date. However, those holders are not obligated to convert their Notes, and any Notes not surrendered for conversion at or prior to the close of business on November 16, 2026 will be redeemed on the Redemption Date as described above.
The conversion rate in effect on the date of this announcement is 52.8309 shares of Peabody's common stock per $1,000 principal amount of Notes. Because the redemption constitutes a "make-whole fundamental change" under the Indenture, the conversion rate will be increased by 2.0971 shares of common stock per $1,000 principal amount of the Notes, such that the conversion rate applicable to all conversions on or after the date of this announcement and on or before the close of business on November 16, 2026 will be 54.928 shares of common stock per $1,000 principal amount of Notes.
Peabody will satisfy its conversion obligation by paying or delivering, for each $1,000 principal amount of Notes converted, the sum of the daily conversion values for each of the 40 consecutive trading days during the relevant observation period. Peabody has elected cash settlement with respect to conversions of Notes. As a result, Peabody will settle any conversion obligation 100% in cash.
Wilmington Trust, National Association is acting as trustee, paying agent and conversion agent under the Indenture, and its address is Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-1626.
Holders who have questions or who wish to discuss the redemption may contact Investor Relations at Peabody, email ir@peabodyenergy.com.
This press release does not constitute a notice of redemption under the Indenture. The redemption notice is being delivered to holders separately in accordance with the terms of the Indenture. This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. No representation is made as to the correctness or accuracy of the CUSIP number or ISIN, either as printed on the Notes or as contained in this press release.
Peabody is a leading coal producer, providing essential products for the production of affordable, reliable energy and steel. Our commitment to sustainability underpins everything we do and shapes our strategy for the future.
Contact:
Kala Finklang
ir@peabodyenergy.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the 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 variation of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "targets," "would," "will," "should," "goal," "could" or "may" or other similar expressions. All forward-looking statements speak only as of the date they are made and reflect Peabody's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, Peabody disclaims any obligation to publicly update or revise any forward-looking statement, 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 those risks and uncertainties are the risks relating to Peabody's business described in Peabody's most recent Annual Report on Form 10-K and in other periodic reports that Peabody files from time to time with the SEC. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such description of risks to be a complete set of all potential risks or uncertainties.
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SOURCE Peabody
