M&A - PEABODY ENERGY CORP

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Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525075904

Filing Summary: Peabody Energy Corporation announced it is reviewing all options related to its acquisition of steelmaking coal assets from Anglo American Plc following an ignition event at Anglo American's Moranbah North Mine. The company remains in conversation with Anglo American to understand the impacts of this event and is preserving its rights under the purchase agreements. Preliminary discussions with potential investors regarding financing for the acquisition were conducted, including the provision of unaudited historical and initial pro forma financial information related to the acquisition. This financial information has been disclosed as Exhibit 99.1 to this report, but is not considered filed under the Exchange Act. Forward-looking statements made in the report reflect management’s expectations about future conditions and outcomes concerning the acquisition but are subject to risks and uncertainties. The historical results included in the financial information are preliminary and not audited according to GAAP, suggesting actual results may differ from the estimates.

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Additional details:

Item Description: Preliminary financial results for acquisition

Target Related Financial Information: Exhibit 99.1


Form Type: DEF 14A

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: New

Accession Number: 000106472825000054

Filing Summary: Peabody Energy Corporation is set to hold its 2025 Annual Meeting of Stockholders on May 8, 2025. Key agenda items include the election of eight directors, approval of executive officers' compensation, and the ratification of Ernst & Young LLP as the independent public accounting firm for 2025. The record date for stockholder voting is March 13, 2025. In 2024, Peabody reported significant financial performance, earning $371 million in net income and generating $4.24 billion in revenue amidst challenges from declining commodity prices. The company highlighted an acquisition of four Australian coking coal mines from Anglo American, expected to close shortly. This deal is significant, indicating a strategic shift toward metallurgical coal and projected to increase Adjusted EBITDA from this segment in 2026. Peabody continues to emphasize strong corporate governance, safety, and sustainability as part of its operational strategy and community engagement efforts.

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Additional details:

Meeting Date: 2025-05-08


Record Date: 2025-03-13


Net Income: 371 million


Adjusted Ebitda: 872 million


Revenue: 4.24 billion


Cash And Cash Equivalents: 700 million


Share Repurchase And Dividends: 221 million


Mines Acquired: 4


Acquisition Party: Anglo American


Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000106472825000010

Filing Summary: Peabody Energy Corporation reports attendance at the BMO webcast on January 14, 2025, where Executive Vice President and CFO Mark A. Spurbeck will update on the Company’s Tier 1 Met Coal Acquisition. This acquisition was previously disclosed in a Current Report on Form 8-K on November 25, 2024, and amended on November 29, 2024. The presentation materials for this update are attached as Exhibit 99.1, which should be read in conjunction with other regulatory filings including the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

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Additional details:

Executive Vice President Name: Mark A. Spurbeck


Cfo Name: Mark A. Spurbeck


Acquisition Details: Tier 1 Met Coal Acquisition


Previous Acquisition Disclosure Date: 2024-11-25


Presentation Date: 2025-01-14


Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524286862

Filing Summary: On December 27, 2024, Peabody Energy Corporation filed a Form 8-K to announce an Amendment and Restatement of the Contract of Employment with Darren R. Yeates, the Executive Vice President and Chief Operating Officer. This agreement replaces the prior contract dated October 22, 2020. The new agreement is set to expire on January 31, 2027, unless mutually extended. Mr. Yeates will maintain his responsibilities until either the acquisition of certain Australian mines from Anglo American plc is finalized or October 31, 2025. Post this date, the company may alter his job responsibilities regarding Global Sales and Marketing and Global Supply Chain Management. Compensation details include an annual base salary along with short-term and long-term incentive opportunities. In the event of a qualifying termination or expiration of the agreement, Mr. Yeates is entitled to a lump sum payment based on 1.5 times his salary and bonuses, which may increase to 2 times following a Change in Control. This agreement is referenced and detailed in Exhibit 10.1 attached to the filing.

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Additional details:

Name Of Subsidiary: Peabody Energy Australia Coal Pty Ltd


Executive Name: Darren R. Yeates


Employment Agreement Expiration: 2027-01-31


Responsibilities End Date: 2025-10-31


Base Salary Multiplier: 1.5


Bonus Multiplier Change In Control: 2.0


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