Peabody has announced that, as of 5:00 p.m. (New York City time) on 10 August 2018 (the expiration time), the previously announced solicitations of consents to amend the indenture governing its 6.000% senior secured notes due 2022 (CUSIP Nos. 70457L AA2 and U7049L AA6; ISIN No. USU7049LAA62) and 6.375% senior secured notes due 2025 (CUSIP Nos. 70457L AB0 and U7049L AB4; ISIN No. USU7049LAB46) (collectively, the notes) had expired.
The consent solicitations were made in accordance with the terms and subject to the conditions set forth in a consent solicitation statement dated 30 July 2018, to holders of record as of 30 July 2018 (collectively, the holders).
The proposed amendments to the indenture governing the notes (the indenture) will amend the ‘restricted payments’ covenant contained in Section 4.07 of the indenture to permit an additional category of permitted restricted payments at any time not to exceed the sum of (x) US$650 million, and (y) US$150 million per calendar year, commencing with calendar year 2019, with unused amounts in any calendar year carrying forward to and available for restricted payments in any subsequent calendar year. Additionally, it will amend the ‘corporate existence’ covenant contained in Section 4.13 of the indenture to permit the company's senior management to make certain determinations regarding the maintenance of the corporate existence of the company's restricted subsidiaries. Except for the foregoing, all the existing terms of the notes will remain unchanged.
Adoption of the proposed amendments required receipt of valid consents of Holders of at least a majority in aggregate principal amount of the notes of each series outstanding as of the record date, with the notes of each series voting separately as a class (such consents, the ‘requisite consents’). The company informed the trustee for the notes that, as of the expiration time, consents had been delivered, and not revoked, with respect to approximately 98.3% of the outstanding aggregate principal amount of the 6.000% senior secured notes due 2022 and approximately 99.4% of the outstanding aggregate principal amount of the 6.375% senior secured notes due 2025.
On 9 August 2018, the company and Wilmington Trust, National Association, as trustee, entered into a supplemental indenture with respect to the Indenture reflecting the proposed amendments (the ‘supplemental indenture’). Although the supplemental indenture became effective upon its execution and delivery, the proposed amendments shall become operative only after the applicable consent payments are paid.
Holders who validly delivered and did not validly revoke their consents prior to the expiration time will promptly receive a consent fee of US$10 in cash per US$1000 principal amount of 6.000% senior secured notes due 2022 or US$30 in cash per US$1000 principal amount of 6.375% senior secured notes due 2025. Holders of notes who did not consent prior to the expiration time will not receive the applicable consent fee but will be bound by the supplemental indenture.
Read the article online at: https://www.worldcoal.com/coal/13082018/peabody-announces-expiration-of-consent-solicitations/