Peabody Energy Corp 8-K, filed Dec 17, 2021
Peabody Energy Corp (BTU)
About this 8-K
Peabody Energy Corp filed this 8-K on December 17, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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 | |||||
Exhibit 5.1
77 WEST WACKER • SUITE 3500 • CHICAGO, ILLINOIS 60601.1692
TELEPHONE: +1.312.782.3939 • FACSIMILE: +1.312.782.8585
December 17, 2021
Peabody Energy Corporation
701 Market Street
St. Louis, Missouri 63101
| Re: | Up to 7,500,000 Shares of Common Stock of Peabody Energy Corporation |
Ladies and Gentlemen:
We have acted as counsel for Peabody Energy Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of up to 7,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be offered by the Company through B. Riley Securities, Inc., acting as agent (the “Agent”), pursuant to the At Market Issuance Sales Agreement, dated June 4, 2021 (the “Sales Agreement”), by and between the Company and the Agent. The Common Stock may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”) in accordance with the terms of the Sales Agreement.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that that the Common Stock, when issued and delivered pursuant to the terms of the Sales Agreement against payment of the consideration therefor as provided therein, will be validly issued, fully paid and non-assessable, provided that such consideration is at least equal to the stated par value of the Common Stock.
In rendering the opinion above, we have assumed that the resolutions authorizing the Company to issue and deliver and sell the Common Stock pursuant to the Sales Agreement will be in full force and effect at all times at which the Common Stock is issued and delivered or sold by the Company and the Company will take no action inconsistent with such resolutions.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • DETROIT
DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID • MELBOURNE
MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH • SAN DIEGO
SAN FRANCISCO • SÃO PAULO • SAUDI ARABIA • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON
| Peabody Energy Corporation December 17, 2021 Page 2 |
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We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K, dated the date hereof, filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-254765) (the “Registration Statement”), filed by the Company to effect the registration of the Common Stock under the Act and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| /s/ Jones Day |