Peabody Announces Effectiveness Of Form S-1 Resale Registration Statement
Peabody will not receive any proceeds and no new securities are being offered
ST. LOUIS, July 17, 2017 /PRNewswire/ -- Peabody (NYSE: BTU) announced today that its Form S-1 resale registration statement relating to the potential resale of shares of common stock and preferred stock, including common stock initially issuable upon the conversion of the preferred stock, has been declared effective by the U.S. Securities and Exchange Commission.
Peabody will not receive any proceeds from the sale of any securities covered by the registration statement. Securities registered pursuant to the registration statement are not required to be sold, and the registration of the securities does not necessarily indicate that any stockholder intends to sell its securities.
Peabody's common stock is currently listed on the New York Stock Exchange under the symbol "BTU" and its preferred stock has been approved for listing on the NYSE MKT under the symbol "BTUPR" with trading expected to begin on July 19, 2017. The shares of common stock and preferred stock covered by the registration statement were previously issued by Peabody and are being registered to fulfill Peabody's obligations under a registration rights agreement entered into with certain stockholders at the time of its emergence from Chapter 11 on April 3, 2017.
While Peabody's common stock was listed on the NYSE on April 4, 2017 following emergence, certain stockholders were restricted in their ability to sell the preferred stock and certain shares of common stock issued at emergence prior to the registration effected by the registration statement.
The registration statement, while effective, permits resale of the securities covered by the registration statement, subject to the satisfaction by the seller of the securities with the prospectus delivery requirements of the Securities Act of 1933.
The offering of the securities covered by the registration statement may only be made by means of a prospectus. The registration statement and prospectus may be accessed through the U.S. Securities and Exchange Commission's website at www.sec.gov. A copy of the prospectus related to the offering may be obtained from Peabody Energy Corp., 701 Market Street, Suite 700, St. Louis, Missouri 63101-1826, or by calling (314) 342-3400.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Peabody is the world's largest private-sector coal company. Peabody serves metallurgical and thermal coal customers in more than 25 countries on five continents.
Certain statements included in this release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. The Company uses words such as "anticipate," "believe," "expect," "may," "forecast," "project," "should," "estimate," "plan," "outlook," "target," "likely," "will," "to be" or other similar words to identify forward-looking statements. These forward-looking statements are made as of the date the release was filed and are based on numerous assumptions that the Company believes are reasonable, but these assumptions are open to a wide range of uncertainties and business risks that may cause actual results to differ materially from expectations. These factors are difficult to accurately predict and may be beyond the Company's control. Such factors include, but are not limited to those described in the Company's most recently filed Annual Report on Form 10-K and Exhibit 99.2 of the Company's Current Report on Form 8-K filed on April 11, 2017. Factors that could affect the Company's results or an investment in its securities include but are not limited to: competition in the energy market and supply and demand for the Company's products, including the impact of alternative energy sources, such as natural gas and renewables; global steel demand and its downstream impact on metallurgical coal prices, and lower demand for the Company's products by electric power generators; customer procurement practices and contract duration; the impact of weather and natural disasters on demand, production and transportation; reductions and/or deferrals of purchases by major customers and the Company's ability to renew sales contracts; credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, bank and other financial counterparties; geologic, equipment, permitting, site access, operational risks and new technologies related to mining; transportation availability, performance and costs; availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires; impact of take-or-pay arrangements for rail and port commitments for the delivery of coal; successful implementation of business strategies, including, without limitation, the actions the Company is implementing to improve its organization and respond to current conditions; negotiation of labor contracts, employee relations and workforce availability, including, without limitation, attracting and retaining key personnel; changes in postretirement benefit and pension obligations and their related funding requirements; replacement and development of coal reserves; effects of changes in interest rates and currency exchange rates (primarily the Australian dollar); uncertainties in estimating the Company's coal reserves; the Company's ability to successfully consummate acquisitions or divestitures, and the resulting effects thereof; economic strength and political stability of countries in which the Company has operations or serves customers; legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements, changes in income tax regulations, sales-related royalties, or other regulatory taxes and changes in derivative laws and regulations; the Company's ability to obtain and renew permits necessary for the Company's operations; the Company's ability to appropriately secure its requirements for reclamation, federal and state workers' compensation, federal coal leases and other obligations related to the Company's operations, including its ability to utilize self-bonding and/or successfully access the commercial surety bond market; litigation or other dispute resolution, including, but not limited to, claims not yet asserted; terrorist attacks or security threats, including, but not limited to, cybersecurity breaches; impacts of pandemic illnesses; any lack of an established market for certain of the Company's securities, including the preferred stock, and potential dilution of the common stock; price volatility in the Company's securities; short-sales of the Company's securities; any conflicts of interest between the Company's significant shareholders and other holders of its capital stock; the Company's ability to generate sufficient cash to service all of its indebtedness; the Company's debt instruments and capital structure placing certain limits on its ability to pay dividends and repurchase capital stock; the Company's ability to comply with financial and other restrictive covenants in various agreements, including its debt instruments; and other risks detailed in the Company's reports filed with the SEC. The Company does not undertake to update its forward-looking statements except as required by law.
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