PIC AU HOLDINGS LLC AND PIC AU HOLDINGS CORPORATION, WHOLLY-OWNED SUBSIDIARIES OF PEABODY, ANNOUNCE AN EXTENSION TO THE EXPIRATION DATE FOR THEIR PREVIOUSLY ANNOUNCED OFFER TO PURCHASE ANY AND ALL OUTSTANDING 10.000% SENIOR SECURED NOTES DUE 2024

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Oct 27, 2022, 18:47 ET

ST. LOUIS, Oct. 27, 2022 /PRNewswire/ -- Wholly-owned subsidiaries of Peabody (NYSE: BTU), PIC AU Holdings LLC, a Delaware limited liability company (the "Main Issuer"), and PIC AU Holdings Corporation, a Delaware corporation (together with the Main Issuer, the "Co–Issuers"), today announced that they have extended the expiration date of their previously announced offer to purchase for cash (the "Offer") any and all of the $81,550,000 outstanding principal amount of their 10.000% Senior Secured Notes due 2024 (the "Notes"), at a purchase price equal to 105.91% of the principal amount of the Notes repurchased in the Offer, plus accrued and unpaid interest, if any, to, but excluding, the settlement date for the Offer, to 5:00 p.m., New York City time, on November 18, 2022, unless earlier terminated in accordance with the terms of the Offer and the Indenture (the "Expiration Time"). Tendered Notes may be validly withdrawn at any time prior to the Expiration Time, unless earlier terminated by the Co-Issuers. As of 5:00 p.m., New York City time, on October 27, 2022, $14,099,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn. The Offer is being made on the terms and subject to the conditions set forth in the Co-Issuer's Offer to Purchase, dated September 19, 2022 (the "Offer to Purchase"). Except as otherwise described in this press release, all other terms of the Offer as described in the Offer to Purchase remain unchanged.

The Notes are governed by an indenture, dated January 29, 2021, by and among the Co-Issuers, Wilmington Trust, National Association, as trustee, and Peabody (on a limited basis, to the extent of its obligations specifically set forth in the Indenture) (as amended and restated by the First Supplemental Indenture dated February 3, 2021, and as further amended, supplemented, restated or otherwise modified to the date hereof, the "Indenture"). Under the terms of the Indenture, no later than 30 business days following any voluntary prepayment, repayment or repurchase of term loans, the Co-Issuers are required to make an offer to purchase an aggregate principal amount of Notes equal to the aggregate principal amount of term loans so prepaid, repaid or repurchased. On September 19, 2022, the Co-Issuers repurchased approximately $20.4 million aggregate principal amount of their 10.000% Senior Secured Term Loan due 2024 (the "Term Loan") at a weighted average purchase price of 105.91% of par, in accordance with the Credit Agreement, dated as of January 29, 2021, among the Co-Issuers, as co-borrowers, the lenders party thereto from time to time and Wilmington Trust, National Association (as successor to JPMorgan Chase Bank, N.A.), as administrative agent, which governs the Term Loan (the "Credit Agreement"). As such, the Offer is intended to satisfy the requirements of the Indenture. In addition to the Offer and in accordance with the terms of the Credit Agreement, the Co-Issuers simultaneously have made a separate offer to purchase an aggregate principal amount of the Term Loan not to exceed the lesser of (x) $61,194,954.99, and (y) (i) the aggregate principal amount of Notes actually repurchased in the Offer, less (ii) $20,355,045.01 at a purchase price of 105.91% of par. This offer to the lenders under the Term Loan is also being extended to remain open until November 18, 2022. The Offer is not contingent on the separate offer to the lenders under the Term Loan.

For each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted by the Co-Issuers for purchase in the Offer, holders of Notes will receive $1,059.10 in cash, plus accrued and unpaid interest as set forth in the Indenture, to, but excluding, the settlement date for the Offer. The settlement date for the Offer is currently expected to be November 22, 2022, the second business day following the Expiration Time.

This announcement is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell, any securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Peabody (NYSE: BTU) 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:
Alice Tharenos
314.342.7890

Forward-Looking Statements

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SOURCE Peabody