UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529
Federal Tax I.D.: 13-4004153
Reporting Period: March 2017
CORPORATE MONTHLY OPERATING REPORT
|
| | | |
| REQUIRED DOCUMENTS | Form No. | Document Attached | Explanation Attached |
| Debtor Entities and Notes to MOR | | x | |
| Schedule of Cash Receipts and Disbursements | MOR-1 | x | |
| Bank Account Information | MOR-1a | x | |
| Copies of bank reconciliations | | | |
| Copies of bank statements | | | |
| Statement of Operations | MOR-2 | x | |
| Balance Sheet | MOR-3 | x | |
| Statement of Cash Flows | MOR-3a | x | |
| Status of Postpetition Taxes | MOR-4 | | x |
| Copies of IRS Form 6123 or payment receipt | | | |
| Copies of tax returns filed during reporting period | | | |
| Status of Insurance Coverage and Premium Payments | MOR-4 | | x |
| Summary of Unpaid Postpetition Debts | MOR-5 | | x |
| Accounts Receivable Reconciliation and Aging | MOR-5 | | x |
| Taxes Reconciliation and Aging | MOR-5 | | x |
| Schedule of Payments to Professionals | MOR-6 | x | |
| First and Second Lien Debt; Adequate Protection Payments | MOR-6 | x | |
| Debtor Questionnaire | MOR-7 | x | |
| Report of Other Significant Events | MOR-7 | x | |
I declare under the penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.
|
| | |
| /s/ Amy B. Schwetz | | April 21, 2017 |
| Signature of Authorized Individual* | | Date |
| Amy B. Schwetz | | |
| Printed Name of Authorized Individual | | |
| Executive Vice President and Chief Financial Officer | | |
| Title | | |
*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Listing of Debtor Entities
GENERAL:
The report includes activity from the following Debtors and related Case Numbers:
|
| | | |
| Debtor | Case No. | Debtor | Case No. |
| Peabody Energy Corporation | 16-42529 | Peabody Powder River Services, LLC | 16-42613 |
| Peabody Investments Corp. | 16-42549 | Peabody Wyoming Services, LLC | 16-42653 |
| Peabody International Services, Inc. | 16-42541 | Big Sky Coal Company | 16-42530 |
| Peabody International Investments, Inc. | 16-42536 | Peabody Powder River Mining, LLC | 16-42666 |
| Peabody Holding Company, LLC | 16-42592 | Peabody Caballo Mining, LLC | 16-42533 |
| Peabody Operations Holding, LLC | 16-42678 | Peabody Colorado Operations, LLC | 16-42563 |
| Gold Fields Mining, LLC | 16-42561 | Seneca Coal Company, LLC | 16-42652 |
| Arid Operations, Inc. | 16-42562 | Twentymile Coal, LLC | 16-42669 |
| Gold Fields Chile, LLC | 16-42548 | Colorado Yampa Coal Company, LLC. | 16-42560 |
| Gold Fields Ortiz, LLC | 16-42578 | Moffat County Mining, LLC | 16-42636 |
| Peabody Venezuela Coal Corp. | 16-42651 | Shoshone Coal Corporation | 16-42668 |
| Midco Supply and Equipment Corporation | 16-42585 | Hayden Gulch Terminal, LLC | 16-42583 |
| Peabody Terminal Holding Company, LLC | 16-42650 | Peabody Sage Creek Mining, LLC | 16-42625 |
| Peabody Terminals, LLC | 16-42614 | Peabody Rocky Mountain Services, LLC | 16-42616 |
| Peabody Midwest Operations, LLC | 16-42660 | Peabody Rocky Mountain Management Services, LLC | 16-42603 |
| Dyson Creek Mining Company, LLC | 16-42621 | Peabody Colorado Services, LLC | 16-42531 |
| Peabody Midwest Mining, LLC | 16-42667 | Peabody Twentymile Mining, LLC | 16-42627 |
| Peabody Arclar Mining, LLC | 16-42545 | New Mexico Coal Resources, LLC | 16-42647 |
| Falcon Coal Company, LLC | 16-42547 | Peabody Natural Resources Company | 16-42634 |
| Sugar Camp Properties, LLC | 16-42649 | Gallo Finance Company, LLC. | 16-42586 |
| United Minerals Company LLC | 16-42663 | Peabody America, LLC | 16-42609 |
| Big Ridge, Inc. | 16-42553 | El Segundo Coal Company, LLC | 16-42691 |
| Peabody Bear Run Mining, LLC | 16-42565 | Peabody New Mexico Services, LLC | 16-42646 |
| Peabody Wild Boar Mining, LLC | 16-42672 | Peabody Western Coal Company | 16-42644 |
| Peabody Bear Run Services, LLC | 16-42574 | Peabody Coalsales, LLC | 16-42539 |
| Peabody Gateway Services, LLC | 16-42581 | COALSALES II, LLC | 16-42570 |
| Peabody Illinois Services, LLC | 16-42610 | Peabody COALTRADE, LLC | 16-42575 |
| Peabody Indiana Services, LLC | 16-42619 | Peabody COALTRADE International (CTI), LLC | 16-42590 |
| Peabody Wild Boar Services, LLC | 16-42677 | Peabody Energy Solutions, Inc. | 16-42632 |
| Peabody Midwest Management Services, LLC | 16-42593 | American Land Development, LLC | 16-42535 |
| Peabody Midwest Services, LLC | 16-42608 | Dyson Creek Coal Company, LLC | 16-42612 |
| Midwest Coal Acquistion Corporation | 16-42576 | Juniper Coal Company, LLC. | 16-42577 |
| Peabody Coulterville Mining, LLC | 16-42550 | Independence Material Handling, LLC | 16-42606 |
| Peabody Gateway North Mining, LLC | 16-42624 | Cottonwood Land Company | 16-42572 |
| Riverview Terminal Company | 16-42664 | Cyprus Creek Land Company | 16-42534 |
| Black Hills Mining Company LLC | 16-42544 | American Land Holdings of Illinois, LLC | 16-42600 |
| Point Pleasant Dock Company LLC | 16-42655 | Midwest Coal Reserves of Illinois, LLC | 16-42597 |
| Peabody Powder River Operations, LLC | 16-42676 | Illinois Land Holdings, LLC | 16-42599 |
| West Roundup Resources, LLC | 16-42671 | Century Mineral Resources, Inc. | 16-42567 |
| BTU Western Resources, Inc. | 16-42554 | American Land Holdings of Indiana, LLC | 16-42546 |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 2
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | |
| Debtor | Case No. | Debtor | Case No. |
| Midwest Coal Reserves of Indiana, LLC | 16-42611 | Sage Creek Land & Reserves, LLC | 16-42635 |
| American Land Holdings of Kentucky, LLC | 16-42589 | Twentymile Holdings, LLC | 16-42654 |
| Caseyville Dock Company, LLC | 16-42537 | American Land Holdings Of New Mexico, LLC | 16-42579 |
| Peabody Recreational Lands, L.L.C. | 16-42605 | Four Star Holdings, LLC | 16-42556 |
| Hillside Recreational Lands, LLC | 16-42594 | Francisco Equipment Company, LLC | 16-42568 |
| Peabody-Waterside Development LLC | 16-42662 | Francisco Land Holdings Company, LLC | 16-42580 |
| Cyprus Creek Land Resources LLC | 16-42602 | Francisco Mining, LLC | 16-42591 |
| Peabody Development Company, LLC | 16-42558 | Kentucky Syngas, LLC | 16-42618 |
| Central States Coal Reserves Of Illinois, LLC | 16-42688 | Lively Grove Energy, LLC | 16-42595 |
| Central States Coal Reserves of Indiana, LLC | 16-42551 | Marigold Electricity, LLC | 16-42628 |
| Peabody Natural Gas, LLC | 16-42626 | NM Equipment Company, LLC | 16-42582 |
| American Land Holdings of West Virginia, LLC | 16-42571 | Peabody Archveyor, LLC | 16-42623 |
| Conservancy Resources, LLC | 16-42564 | Peabody Energy Investments, Inc. | 16-42642 |
| School Creek Coal Resources, LLC | 16-42643 | Peabody Magnolia Grove Holdings, LLC | 16-42587 |
| American Land Holdings of Colorado, LLC | 16-42540 | Peabody Southwest, LLC | 16-42631 |
| Sage Creek Holdings, LLC | 16-42670 | Peabody Southwestern Coal Company, LLC. | 16-42641 |
| Peabody Electricity, LLC | 16-42532 | Peabody Williams Fork Mining, LLC | 16-42630 |
| Star Lake Energy Company, L.L.C. | 16-42639 | Porcupine Production, LLC | 16-42648 |
| Peabody Energy Generation Holding Company | 16-42656 | Porcupine Transportation, LLC | 16-42665 |
| Thoroughbred Generating Company, L.L.C. | 16-42679 | Seneca Property, LLC | 16-42659 |
| Thoroughbred Mining Company LLC | 16-42680 | Southwest Coal Holdings, LLC | 16-42674 |
| Mustang Energy Company. LLC | 16-42657 | Twentymile Equipment Company, LLC | 16-42675 |
| Peabody Wyoming Gas, LLC | 16-42640 | Wild Boar Equipment Company, LLC | 16-42658 |
| Peabody Venture Fund, LLC | 16-42637 | Wild Boar Land Holdings Company, LLC | 16-42661 |
| Peabody PowerTree Investments LLC | 16-42596 | James River Coal Terminal, LLC | 16-42569 |
| Highwall Mining Services Company | 16-42588 | Peabody Employment Services, LLC | 16-42538 |
| HMC Mining, LLC | 16-42566 | Kentucky United Coal LLC | 16-42573 |
| PEC Equipment Company, LLC | 16-42673 | Coal Reserve Holding Limited Liability Company No. 1 | 16-42543 |
| Peabody Services Holdings, LLC | 16-42645 | Peabody Asset Holdings, LLC | 16-42555 |
| Caballo Grande, LLC | 16-42559 | Peabody IC Funding Corp. | 16-42615 |
| Peabody Cardinal Gasification, LLC | 16-42542 | Peabody IC Holdings, LLC | 16-42601 |
| Empire Land Holdings, LLC | 16-42692 | Peabody Holdings (Gibraltar) Ltd. | 16-42604 |
| Peabody Trout Creek Reservoir LLC | 16-42622 | Midwest Coal Reserves of Kentucky, LLC | 16-42620 |
| Pond River Land Company | 16-42629 | Peabody China, LLC | 16-42552 |
| Pacific Export Resources, LLC | 16-42598 | Peabody Mongolia, LLC | 16-42617 |
| Kayenta Mobile Home Park, Inc. | 16-42607 | PG INVESTMENTS SIX, L.L.C. | 16-42638 |
| Peabody School Creek Mining, LLC | 16-42633 | | |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 3
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
NOTES TO THE MONTHLY OPERATING REPORT
General Notes to the MOR:
On April 13, 2016 (the "Petition Date"), Peabody Energy Corporation ("Peabody") and certain of its subsidiaries and affiliates (collectively with Peabody, the "Debtors" and, on and after April 3, 2017, the "Reorganized Debtors") filed voluntary petitions for relief (the "Chapter 11 Cases") under Chapter 11 of Title 11 of the U.S. Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court"). Prior to April 3, 2014, the Debtors continued to operate their businesses and managed their properties as "debtors-in-possession" pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On April 29, 2016 the United States Trustee for the Eastern District of Missouri (the "U.S. Trustee") appointed a statutory committee of unsecured creditors pursuant to section 1102(a)(1) of the Bankruptcy Code. Information contained herein may differ from the Debtors' Bankruptcy Court filings on the Petition Date due to more accurate information becoming available.
This Monthly Operating Report (the "MOR") includes information regarding the Debtors only and excludes or segregates information regarding non-Debtor affiliates. The financial statements and supplemental information contained herein are preliminary, unaudited, limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the monthly reporting requirements for chapter 11 debtors as required by the Bankruptcy Court. As discussed below, the financial statements and supplemental information contained herein may not comply with generally accepted accounting principles in the United States of America ("GAAP") in all material respects. Therefore, there can be no assurance that the financial statements and supplemental information presented herein are complete, and readers are strongly cautioned not to place undue reliance on this MOR.
The unaudited condensed consolidated financial statements have been derived from the books and records of the Debtors. The information furnished in this report includes primarily normal recurring adjustments but does not include all the adjustments that would typically be made for financial statements in accordance with U.S. GAAP. Furthermore, the information contained herein has not been subject to the same level of accounting review and testing that would typically be applied to financial information in accordance with GAAP. Accordingly, upon application of such procedures, the Reorganized Debtors believe that the financial information in this report could be subject to changes, and these changes could be material.
The Reorganized Debtors prepared this MOR relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors' and Reorganized Debtors' books and records may not be included in this MOR. Nevertheless, in preparing this MOR, the Reorganized Debtors made reasonable efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein, to the extent necessary.
The results of operations and financial position contained herein are not necessarily indicative of results that may be expected for any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors or Reorganized Debtors in the future.
| |
| 5. | Accounts Payable and Accrued Expenses. |
To the best of the Reorganized Debtors' knowledge, unaudited postpetition trade payables are current as well as all premiums for insurance policies (see MOR-4).
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 4
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
| |
| 6. | Carrying Value of Assets. |
Unless otherwise indicated, the values for assets contained in this MOR are book values as of the end of the month for the reporting period. Amounts ultimately realized from the disposition of the Reorganized Debtors' assets may vary materially from the stated book value of the Reorganized Debtors' assets. Thus, unless otherwise noted, this MOR reflects the carrying values of the assets as recorded on the Debtors' and Reorganized Debtors' books and records as of the end of the month and are not based upon any estimate of their current market value. The Reorganized Debtors reserve their rights to amend or adjust the value of each asset set forth herein.
| |
| 7. | Intercompany Receivables/Payables. |
In accordance with the Final Order Pursuant to Sections 345, 363(c)(1), 364, 503(b)(1) and 553 of the Bankruptcy Code: (i) Approving the Continued Use of the Debtors' Cash Management System, Bank Accounts and Business Forms; (ii) Granting a Waiver of the Requirements of Section 345(b) and Certain of the U.S. Trustee's Operating Guidelines; (iii) Permitting Continued Intercompany Transactions; (iv) Preserving and Permitting the Exercise of Intercompany Setoff Rights; and (v) Authorizing Banks to Honor Certain Transfers and Charge Certain Fees and Other Amounts [ECF No. 515], entered by the Bankruptcy Court on May 17, 2016, the Debtors maintained intercompany receivables and payables with certain Debtor and non-Debtor subsidiaries.
| |
| 8. | Prepetition Liabilities. |
As a result of commencing the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a chapter 11 reorganization plan unless authorized by court order. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed.
| |
| 9. | Postpetition Liabilities. |
Although payment of prepetition claims is generally not permitted, the Bankruptcy Court authorized the Debtors to pay certain prepetition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of the Debtors' business and assets. To the extent such claims have been categorized as "Postpetition Liabilities" herein, the Debtors and Reorganized Debtors reserve the right to dispute their obligations to make such payments and not pay such amounts if they believe the payment not to be in the best interest of the Debtors' and Reorganized Debtors' estates. The Debtors paid undisputed postpetition obligations in the ordinary course of business.
| |
| 10. | Allocation of Prepetition and Postpetition Liabilities. |
The Debtors sought to record liabilities between the prepetition and postpetition periods based upon the information available at the time of, and research conducted in connection with, the preparation of this MOR. As additional information becomes available and further research is conducted, the Debtors or the Reorganized Debtors may adjust liabilities between the prepetition and postpetition periods. The liability information, except as otherwise noted, is listed as of the close of business as of March 31, 2017. Accordingly, the Reorganized Debtors reserve all rights to amend, supplement or otherwise modify this MOR as necessary and appropriate.
| |
| 11. | Reservation of Rights. |
Given the complexity of the Debtors' business, inadvertent errors or omissions or the overinclusion of contracts or leases may have occurred in the preparation of this MOR. Accordingly, the Debtors and Reorganized Debtors hereby reserve all rights to dispute the validity, status, enforceability or the executory nature of any claim amounts, representations or other statements in this MOR and reserve the right to amend or supplement this MOR, if necessary.
Nothing contained in this MOR shall constitute a waiver of the Debtors' and Reorganized Debtors' rights or an admission with respect to the Chapter 11 Cases, including with respect to any issues regarding the Debtors' and Reorganized Debtors' ownership interests, substantive consolidation, equitable subordination, defenses and/or causes of action arising under chapter 5 of the Bankruptcy Code and any other applicable non-bankruptcy law.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 5
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-1
SCHEDULE OF CASH RECEIPTS & DISBURSEMENTS
Period Covered: March 1 through March 31, 2017
(Dollars in millions)
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42529 | Peabody Energy Corporation | $ | 219.7 |
| $ | 104.6 |
|
| 16-42549 | Peabody Investments Corp. | 8.0 |
| 60.9 |
|
| 16-42541 | Peabody International Services, Inc. | — |
| 0.7 |
|
| 16-42536 | Peabody International Investments, Inc. | — |
| — |
|
| 16-42592 | Peabody Holding Company, LLC | — |
| 6.5 |
|
| 16-42678 | Peabody Operations Holding, LLC | — |
| — |
|
| 16-42561 | Gold Fields Mining, LLC | — |
| — |
|
| 16-42562 | Arid Operations, Inc. | — |
| — |
|
| 16-42548 | Gold Fields Chile, LLC | — |
| — |
|
| 16-42578 | Gold Fields Ortiz, LLC | — |
| — |
|
| 16-42651 | Peabody Venezuela Coal Corp. | — |
| — |
|
| 16-42585 | Midco Supply and Equipment Corporation | — |
| — |
|
| 16-42650 | Peabody Terminal Holding Company, LLC | — |
| — |
|
| 16-42614 | Peabody Terminals, LLC | — |
| — |
|
| 16-42660 | Peabody Midwest Operations, LLC | — |
| — |
|
| 16-42621 | Dyson Creek Mining Company, LLC | — |
| — |
|
| 16-42667 | Peabody Midwest Mining, LLC | — |
| 9.7 |
|
| 16-42545 | Peabody Arclar Mining, LLC | — |
| 4.1 |
|
| 16-42547 | Falcon Coal Company, LLC | — |
| — |
|
| 16-42649 | Sugar Camp Properties, LLC | — |
| — |
|
| 16-42663 | United Minerals Company LLC | — |
| — |
|
| 16-42553 | Big Ridge, Inc. | — |
| — |
|
| 16-42565 | Peabody Bear Run Mining, LLC | — |
| 17.2 |
|
| 16-42672 | Peabody Wild Boar Mining, LLC | — |
| 3.2 |
|
| 16-42574 | Peabody Bear Run Services, LLC | — |
| 2.7 |
|
| 16-42581 | Peabody Gateway Services, LLC | — |
| 0.7 |
|
| 16-42610 | Peabody Illinois Services, LLC | — |
| 1.1 |
|
| 16-42619 | Peabody Indiana Services, LLC | — |
| 2.7 |
|
| 16-42677 | Peabody Wild Boar Services, LLC | — |
| 0.8 |
|
| 16-42593 | Peabody Midwest Management Services, LLC | — |
| 4.4 |
|
| 16-42608 | Peabody Midwest Services, LLC | — |
| — |
|
| 16-42576 | Midwest Coal Acquistion Corporation | — |
| — |
|
| 16-42550 | Peabody Coulterville Mining, LLC | — |
| — |
|
| 16-42624 | Peabody Gateway North Mining, LLC | — |
| 2.4 |
|
| 16-42664 | Riverview Terminal Company | — |
| — |
|
| 16-42544 | Black Hills Mining Company LLC | — |
| — |
|
| 16-42655 | Point Pleasant Dock Company LLC | — |
| — |
|
| 16-42676 | Peabody Powder River Operations, LLC | — |
| — |
|
| 16-42671 | West Roundup Resources, LLC | — |
| — |
|
| 16-42554 | BTU Western Resources, Inc. | — |
| 7.7 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 6
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42613 | Peabody Powder River Services, LLC | — |
| 9.7 |
|
| 16-42653 | Peabody Wyoming Services, LLC | — |
| — |
|
| 16-42530 | Big Sky Coal Company | — |
| — |
|
| 16-42666 | Peabody Powder River Mining, LLC | — |
| 52.0 |
|
| 16-42533 | Peabody Caballo Mining, LLC | — |
| 8.5 |
|
| 16-42563 | Peabody Colorado Operations, LLC | — |
| — |
|
| 16-42652 | Seneca Coal Company, LLC | — |
| — |
|
| 16-42669 | Twentymile Coal, LLC | — |
| 1.3 |
|
| 16-42560 | Colorado Yampa Coal Company, LLC. | — |
| — |
|
| 16-42636 | Moffat County Mining, LLC | — |
| — |
|
| 16-42668 | Shoshone Coal Corporation | — |
| — |
|
| 16-42583 | Hayden Gulch Terminal, LLC | — |
| — |
|
| 16-42625 | Peabody Sage Creek Mining, LLC | — |
| — |
|
| 16-42616 | Peabody Rocky Mountain Services, LLC | — |
| 1.6 |
|
| 16-42603 | Peabody Rocky Mountain Management Services, LLC | — |
| 1.0 |
|
| 16-42531 | Peabody Colorado Services, LLC | — |
| — |
|
| 16-42627 | Peabody Twentymile Mining, LLC | — |
| 6.5 |
|
| 16-42647 | New Mexico Coal Resources, LLC | — |
| — |
|
| 16-42634 | Peabody Natural Resources Company | — |
| 1.1 |
|
| 16-42586 | Gallo Finance Company, LLC. | — |
| — |
|
| 16-42609 | Peabody America, LLC | — |
| — |
|
| 16-42691 | El Segundo Coal Company, LLC | — |
| 5.4 |
|
| 16-42646 | Peabody New Mexico Services, LLC | — |
| 1.5 |
|
| 16-42644 | Peabody Western Coal Company | — |
| 17.3 |
|
| 16-42539 | Peabody Coalsales, LLC | — |
| 1.3 |
|
| 16-42570 | COALSALES II, LLC | — |
| 0.3 |
|
| 16-42575 | Peabody COALTRADE, LLC | — |
| 2.4 |
|
| 16-42590 | Peabody COALTRADE International (CTI), LLC | — |
| — |
|
| 16-42632 | Peabody Energy Solutions, Inc. | — |
| — |
|
| 16-42535 | American Land Development, LLC | — |
| — |
|
| 16-42612 | Dyson Creek Coal Company, LLC | — |
| — |
|
| 16-42577 | Juniper Coal Company, LLC. | — |
| — |
|
| 16-42606 | Independence Material Handling, LLC | — |
| 0.1 |
|
| 16-42572 | Cottonwood Land Company | — |
| — |
|
| 16-42534 | Cyprus Creek Land Company | — |
| — |
|
| 16-42600 | American Land Holdings of Illinois, LLC | — |
| — |
|
| 16-42597 | Midwest Coal Reserves of Illinois, LLC | — |
| — |
|
| 16-42599 | Illinois Land Holdings, LLC | — |
| — |
|
| 16-42567 | Century Mineral Resources, Inc. | — |
| — |
|
| 16-42546 | American Land Holdings of Indiana, LLC | — |
| 1.2 |
|
| 16-42611 | Midwest Coal Reserves of Indiana, LLC | — |
| 0.1 |
|
| 16-42589 | American Land Holdings of Kentucky, LLC | — |
| — |
|
| 16-42537 | Caseyville Dock Company, LLC | — |
| — |
|
| 16-42605 | Peabody Recreational Lands, L.L.C. | — |
| — |
|
| 16-42594 | Hillside Recreational Lands, LLC | — |
| — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 7
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42662 | Peabody-Waterside Development LLC | — |
| — |
|
| 16-42602 | Cyprus Creek Land Resources LLC | — |
| — |
|
| 16-42558 | Peabody Development Company, LLC | — |
| 0.1 |
|
| 16-42688 | Central States Coal Reserves Of Illinois, LLC | — |
| — |
|
| 16-42551 | Central States Coal Reserves of Indiana, LLC | — |
| — |
|
| 16-42626 | Peabody Natural Gas, LLC | — |
| 0.1 |
|
| 16-42571 | American Land Holdings of West Virginia, LLC | — |
| — |
|
| 16-42564 | Conservancy Resources, LLC | — |
| — |
|
| 16-42643 | School Creek Coal Resources, LLC | — |
| 6.0 |
|
| 16-42540 | American Land Holdings of Colorado, LLC | — |
| — |
|
| 16-42670 | Sage Creek Holdings, LLC | — |
| — |
|
| 16-42532 | Peabody Electricity, LLC | — |
| — |
|
| 16-42639 | Star Lake Energy Company, L.L.C. | — |
| — |
|
| 16-42656 | Peabody Energy Generation Holding Company | — |
| — |
|
| 16-42679 | Thoroughbred Generating Company, L.L.C. | — |
| — |
|
| 16-42680 | Thoroughbred Mining Company LLC | — |
| — |
|
| 16-42657 | Mustang Energy Company. LLC | — |
| — |
|
| 16-42640 | Peabody Wyoming Gas, LLC | — |
| — |
|
| 16-42637 | Peabody Venture Fund, LLC | — |
| — |
|
| 16-42596 | Peabody PowerTree Investments LLC | — |
| — |
|
| 16-42588 | Highwall Mining Services Company | — |
| — |
|
| 16-42566 | HMC Mining, LLC | — |
| — |
|
| 16-42673 | PEC Equipment Company, LLC | — |
| 16.1 |
|
| 16-42645 | Peabody Services Holdings, LLC | — |
| — |
|
| 16-42559 | Caballo Grande, LLC | — |
| — |
|
| 16-42542 | Peabody Cardinal Gasification, LLC | — |
| — |
|
| 16-42692 | Empire Land Holdings, LLC | — |
| — |
|
| 16-42622 | Peabody Trout Creek Reservoir LLC | — |
| — |
|
| 16-42629 | Pond River Land Company | — |
| — |
|
| 16-42598 | Pacific Export Resources, LLC | — |
| — |
|
| 16-42607 | Kayenta Mobile Home Park, Inc. | — |
| — |
|
| 16-42633 | Peabody School Creek Mining, LLC | — |
| — |
|
| 16-42635 | Sage Creek Land & Reserves, LLC | — |
| — |
|
| 16-42654 | Twentymile Holdings, LLC | — |
| — |
|
| 16-42579 | American Land Holdings Of New Mexico, LLC | — |
| — |
|
| 16-42556 | Four Star Holdings, LLC | — |
| — |
|
| 16-42568 | Francisco Equipment Company, LLC | — |
| — |
|
| 16-42580 | Francisco Land Holdings Company, LLC | — |
| — |
|
| 16-42591 | Francisco Mining, LLC | — |
| — |
|
| 16-42618 | Kentucky Syngas, LLC | — |
| — |
|
| 16-42595 | Lively Grove Energy, LLC | — |
| — |
|
| 16-42628 | Marigold Electricity, LLC | — |
| — |
|
| 16-42582 | NM Equipment Company, LLC | — |
| — |
|
| 16-42623 | Peabody Archveyor, LLC | — |
| — |
|
| 16-42642 | Peabody Energy Investments, Inc. | — |
| — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 8
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | | |
| Case No. | Debtor | Cash Receipts | Cash Disbursements |
| 16-42587 | Peabody Magnolia Grove Holdings, LLC | — |
| — |
|
| 16-42631 | Peabody Southwest, LLC | — |
| — |
|
| 16-42641 | Peabody Southwestern Coal Company, LLC. | — |
| — |
|
| 16-42630 | Peabody Williams Fork Mining, LLC | — |
| — |
|
| 16-42648 | Porcupine Production, LLC | — |
| — |
|
| 16-42665 | Porcupine Transportation, LLC | — |
| — |
|
| 16-42659 | Seneca Property, LLC | — |
| — |
|
| 16-42674 | Southwest Coal Holdings, LLC | — |
| — |
|
| 16-42675 | Twentymile Equipment Company, LLC | — |
| — |
|
| 16-42658 | Wild Boar Equipment Company, LLC | — |
| — |
|
| 16-42661 | Wild Boar Land Holdings Company, LLC | — |
| — |
|
| 16-42569 | James River Coal Terminal, LLC | — |
| — |
|
| 16-42538 | Peabody Employment Services, LLC | — |
| — |
|
| 16-42573 | Kentucky United Coal LLC | — |
| — |
|
| 16-42543 | Coal Reserve Holding Limited Liability Company No. 1 | — |
| — |
|
| 16-42555 | Peabody Asset Holdings, LLC | 20.2 |
| — |
|
| 16-42615 | Peabody IC Funding Corp. | — |
| — |
|
| 16-42601 | Peabody IC Holdings, LLC | — |
| — |
|
| 16-42604 | Peabody Holdings (Gibraltar) Ltd. | — |
| — |
|
| 16-42620 | Midwest Coal Reserves of Kentucky, LLC | — |
| — |
|
| 16-42552 | Peabody China, LLC | — |
| — |
|
| 16-42617 | Peabody Mongolia, LLC | — |
| — |
|
| 16-42638 | PG INVESTMENTS SIX, L.L.C. | — |
| — |
|
| Total | | $ | 247.9 |
| $ | 363.0 |
|
Notes to MOR-1:
The Debtors utilized a consolidated cash management system for cash receipts and cash disbursements. Cash receipts from the sale of coal are recorded by non-Debtor P&L Receivables Company, LLC. Cash receipts reflected above for Debtor Peabody Energy Corporation include distributions from P&L Receivables Company, LLC which were generated from the sale of receivables to a consortium of unaffiliated asset-backed commercial paper conduits and banks. Cash disbursements were also made utilizing the consolidated cash management system but are shown by Debtor based upon the entity for whom the payment was made.
Disbursements made by non-Debtor subsidiaries are not included in MOR-1.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 9
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-1a
BANK ACCOUNT INFORMATION
As of March 31, 2017
(Dollars in millions)
|
| | | | | | |
| Legal Entity | Case Number | Financial Institution | Account Number Ending | Book Balance |
| COALSALES II, LLC | 16-42570 | Bank of America | 7828 | $ | — |
|
| Gold Fields Mining, LLC | 16-42561 | Bank of America | 7750 | — |
|
| Gold Fields Mining, LLC | 16-42561 | PNC Bank | 1447 | 0.8 |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 3000 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 7000 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 7000 | — |
|
| Gold Fields Mining, LLC | 16-42561 | U.S. Bank | 8000 | — |
|
| Peabody Asset Holdings, LLC | 16-42555 | Bank of America | 3574 | 23.3 |
|
| Peabody Coalsales, LLC | 16-42539 | Bank of America | 7831 | — |
|
| Peabody COALTRADE International (CTI), LLC | 16-42590 | PNC Bank | 0195 | — |
|
| Peabody COALTRADE, LLC | 16-42575 | Bank of America | 7844 | — |
|
| Peabody Coulterville Mining, LLC | 16-42550 | Coulterville Banking Center | 3141 | — |
|
| Peabody Development Company, LLC | 16-42558 | PNC Bank | 1295 | — |
|
| Peabody Energy Corporation | 16-42529 | Bank of America | 7721 | 146.6 |
|
| Peabody Energy Corporation | 16-42529 | BBVA Compass Bancshares | 6185 | 0.1 |
|
| Peabody Energy Corporation | 16-42529 | BNY Mellon (1) | 3991 | — |
|
| Peabody Energy Corporation | 16-42529 | BNY Mellon (1) | 3993 | — |
|
| Peabody Energy Corporation | 16-42529 | Citibank | 5856 | — |
|
| Peabody Energy Corporation | 16-42529 | Citibank | 5857 | — |
|
| Peabody Energy Corporation | 16-42529 | Citibank | 7362 | — |
|
| Peabody Energy Corporation | 16-42529 | Goldman Sachs | 1467 | — |
|
| Peabody Energy Corporation | 16-42529 | HSBC US | 7995 | — |
|
| Peabody Energy Corporation | 16-42529 | Morgan Stanley (1) | 3139 | — |
|
| Peabody Energy Corporation | 16-42529 | Morgan Stanley (1) | 2139 | — |
|
| Peabody Energy Corporation | 16-42529 | PNC Bank | 5539 | 45.4 |
|
| Peabody Energy Corporation | 16-42529 | Regions Bank | 0061 | 4.5 |
|
| Peabody Energy Corporation | 16-42529 | Regions Bank | 0188 | 0.1 |
|
| Peabody Energy Corporation | 16-42529 | Standard Chartered Bank | 8001 | — |
|
| Peabody Energy Corporation | 16-42529 | SunTrust (1) | 5435 | — |
|
| Peabody Energy Corporation | 16-42529 | TD Bank | 4661 | 24.6 |
|
| Peabody Energy Corporation | 16-42529 | Texas Capital Bank | 2186 | — |
|
| Peabody Energy Corporation | 16-42529 | U.S. Bank | 0672 | 0.1 |
|
| Peabody Energy Corporation | 16-42529 | Wells Fargo Bank | 3458 | — |
|
| Peabody Energy Corporation | 16-42529 | Wells Fargo Bank | 2953 | — |
|
| Peabody Holdings (Gibraltar) Ltd. | 16-42604 | Bank of America | 8465 | 2.5 |
|
| Peabody IC Funding Corp. | 16-42615 | Bank of America | 3677 | 5.0 |
|
| Peabody International Services, Inc. | 16-42541 | Bank of America | 2615 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 0622 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 5431 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 7734 | — |
|
| Peabody Investments Corp. | 16-42549 | Bank of America | 7747 | — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 10
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
|
| | | | | | |
| Legal Entity | Case Number | Financial Institution | Account Number Ending | Book Balance |
| Peabody Investments Corp. | 16-42549 | Commerce Bank | 4951 | 5.1 |
|
| Peabody Investments Corp. | 16-42549 | PNC Bank | 1375 | — |
|
| Peabody Investments Corp. | 16-42549 | Regions Bank | 0088 | — |
|
| Peabody Investments Corp. | 16-42549 | U.S. Bank | 4740 | 1.7 |
|
| Peabody Investments Corp. | 16-42549 | U.S. Bank | 7836 | 0.8 |
|
| Peabody Midwest Mining, LLC | 16-42667 | Bank of America | 7815 | — |
|
| Peabody Natural Gas, LLC | 16-42626 | Bank of America | 4219 | — |
|
| Peabody Natural Gas, LLC | 16-42626 | PNC Bank | 9694 | — |
|
| Peabody Natural Resources Company | 16-42634 | PNC Bank | 1439 | — |
|
| Peabody Powder River Mining, LLC | 16-42666 | Bank of America | 7873 | — |
|
| Peabody Recreational Lands, L.L.C. | 16-42605 | U.S. Bank | 1279 | — |
|
| Peabody Rocky Mountain Management Services, LLC | 16-42603 | UMB Bank | 0270 | — |
|
| Peabody Rocky Mountain Services, LLC | 16-42616 | UMB Bank | 0262 | — |
|
| Peabody Western Coal Company | 16-42644 | Bank of America | 7860 | — |
|
| Peabody Western Coal Company | 16-42644 | Bank of America | 0635 | — |
|
| Peabody Western Coal Company | 16-42644 | U.S. Bank | 2082 | 1.0 |
|
| Peabody Western Coal Company | 16-42644 | Wells Fargo Bank | 3356 | — |
|
| Twentymile Coal, LLC | 16-42669 | Wells Fargo Bank | 3692 | — |
|
| Total | | | | $ | 261.6 |
|
(1) New account opened during current reporting period
Notes to MOR-1a:
The Reorganized Debtors affirm that reconciliations for all open and active bank accounts were prepared and maintained by the Debtors. Bank account statements and reconciliations are not attached to this monthly operating report, but will be made available upon request of the U.S. Trustee. In addition, the Reorganized Debtors affirm that no bank accounts were opened or closed during the current reporting period with the exception of those denoted in the footnotes to the table above.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 11
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-2
UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)
|
| | | | | | | | | | | | | | | |
| | For the Month Ended March 31, 2017 |
| | Debtors | | Non-Debtors | | Eliminations | | Consolidated |
| Revenues | | | | | | | |
| Sales | $ | 238.8 |
| | $ | 162.5 |
| | $ | — |
| | $ | 401.3 |
|
| Other revenues | (0.6 | ) | | 114.0 |
| | (0.4 | ) | | 113.0 |
|
| Total revenues | 238.2 |
| | 276.5 |
|
| (0.4 | ) | | 514.3 |
|
| Costs and expenses | | | | | | | |
| Operating costs and expenses (exclusive of items shown separately below) | 188.1 |
| | 195.7 |
| | (0.4 | ) | | 383.4 |
|
| Depreciation, depletion and amortization | 33.9 |
| | 16.3 |
| | — |
| | 50.2 |
|
| Asset retirement obligations | 3.5 |
| | 1.7 |
| | — |
| | 5.2 |
|
| Selling and administrative expenses | 12.9 |
| | 2.0 |
| | — |
| | 14.9 |
|
| Other operating income: | | | | | | | |
| Net (gain) loss on disposal of assets | (21.3 | ) | | 0.1 |
| | — |
| | (21.2 | ) |
| Asset impairment | 30.5 |
| | — |
| | — |
| | 30.5 |
|
Income from equity affiliates and investment in subsidiaries (1) | (55.6 | ) | | (1.8 | ) | | 55.6 |
| | (1.8 | ) |
| Operating profit | 46.2 |
| | 62.5 |
| | (55.6 | ) | | 53.1 |
|
| Interest expense | 11.4 |
| | 1.8 |
| | (1.8 | ) | | 11.4 |
|
| Interest income | (0.9 | ) | | (1.6 | ) | | 1.8 |
| | (0.7 | ) |
| Reorganization items, net | 21.0 |
| | 0.4 |
| | — |
| | 21.4 |
|
| Income from continuing operations before income taxes | 14.7 |
| | 61.9 |
| | (55.6 | ) | | 21.0 |
|
| Income tax provision | 0.3 |
| | 3.9 |
| | — |
| | 4.2 |
|
| Income from continuing operations, net of income taxes | 14.4 |
| | 58.0 |
| | (55.6 | ) | | 16.8 |
|
| Loss from discontinued operations, net of income taxes | (1.2 | ) | | (0.1 | ) | | — |
| | (1.3 | ) |
| Net income | 13.2 |
| | 57.9 |
| | (55.6 | ) | | 15.5 |
|
| Less: Net income attributable to noncontrolling interests | — |
| | 2.3 |
| | — |
| | 2.3 |
|
| Net income attributable to common stockholders | $ | 13.2 |
| | $ | 55.6 |
| | $ | (55.6 | ) | | $ | 13.2 |
|
(1) Income from equity affiliates and investments in subsidiaries in the Debtors' results includes Non-Debtors' income of $55.6 million.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 12
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-2
UNAUDITED STATEMENT OF OPERATIONS
(Dollars in millions)
Notes to MOR-2:
The Company's reorganization items for the month ended March 31, 2017 consisted of the following:
|
| | | | | | | | | | | |
| | Debtors | | Non-Debtors | | Consolidated |
| Professional fees | $ | 21.8 |
| | $ | 0.4 |
| | $ | 22.2 |
|
| Accounts payable settlement gains | (0.7 | ) | | — |
| | (0.7 | ) |
| Interest income | (0.1 | ) | | — |
| | (0.1 | ) |
| Reorganization items, net | $ | 21.0 |
| | $ | 0.4 |
| | $ | 21.4 |
|
Professional fees are only those that are directly related to the reorganization and include, among other things, fees associated with advisors to the Debtors, the statutory committee of unsecured creditors and certain secured and unsecured creditors.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 13
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3
UNAUDITED BALANCE SHEET
(Dollars in millions)
|
| | | | | | | | | | | | | | | |
| | As of March 31, 2017 |
| | Debtors | | Non-Debtors | |
Reclassifications / Eliminations | | Consolidated |
| Assets | |
| | |
| | |
| | |
|
| Current assets | |
| | |
| | |
| | |
| Cash and cash equivalents | $ | 261.6 |
| | $ | 806.5 |
| | $ | — |
| | $ | 1,068.1 |
|
| Restricted cash | 13.8 |
| | 66.9 |
| | — |
| | 80.7 |
|
| Accounts receivable, net | — |
| | 330.8 |
| | (18.7 | ) | | 312.1 |
|
| Receivables from affiliates, net | 214.9 |
| | — |
| | (214.9 | ) | | — |
|
| Inventories | 116.3 |
| | 134.5 |
| | — |
| | 250.8 |
|
| Assets from coal trading activities, net | 0.3 |
| | 0.3 |
| | — |
| | 0.6 |
|
| Other current assets | 78.4 |
| | 417.1 |
| | (1.6 | ) | | 493.9 |
|
| Total current assets | 685.3 |
| | 1,756.1 |
| | (235.2 | ) | | 2,206.2 |
|
| Property, plant, equipment and mine development, net | 4,787.7 |
| | 3,866.2 |
| | — |
| | 8,653.9 |
|
| Investments and other assets | 4,622.8 |
| | 573.1 |
| | (4,170.0 | ) | | 1,025.9 |
|
| Notes receivable from affiliates, net | 1,047.5 |
| | — |
| | (1,047.5 | ) | | — |
|
| Total assets | $ | 11,143.3 |
| | $ | 6,195.4 |
| | $ | (5,452.7 | ) | | $ | 11,886.0 |
|
| Liabilities and Stockholders’ Equity | |
| | |
| | |
| | |
|
| Current liabilities | |
| | |
| | |
| | |
|
| Current portion of long-term debt | $ | 18.1 |
| | $ | — |
| | $ | — |
| | $ | 18.1 |
|
| Payables to affiliates, net | — |
| | 214.9 |
| | (214.9 | ) | | — |
|
| Income taxes payable | — |
| | 10.2 |
| | (1.6 | ) | | 8.6 |
|
| Liabilities from coal trading activities, net | 0.1 |
| | 0.6 |
| | — |
| | 0.7 |
|
| Accounts payable and accrued expenses | 546.7 |
| | 430.7 |
| | (18.7 | ) | | 958.7 |
|
| Total current liabilities | 564.9 |
| | 656.4 |
| | (235.2 | ) | | 986.1 |
|
| Deferred income taxes | 10.4 |
| | 5.8 |
| | — |
| | 16.2 |
|
| Notes payable to affiliates, net | — |
| | 1,047.5 |
| | (1,047.5 | ) | | — |
|
| Other noncurrent liabilities | 1,668.7 |
| | 303.4 |
| | — |
| | 1,972.1 |
|
| Total liabilities not subject to compromise | 2,244.0 |
| | 2,013.1 |
| | (1,282.7 | ) | | 2,974.4 |
|
| Liabilities subject to compromise | 8,416.7 |
| | — |
| | — |
| | 8,416.7 |
|
| Total liabilities | 10,660.7 |
| | 2,013.1 |
| | (1,282.7 | ) | | 11,391.1 |
|
| Peabody Energy Corporation stockholders’ equity | 482.6 |
| | 4,170.0 |
| | (4,170.0 | ) | | 482.6 |
|
| Noncontrolling interests | — |
| | 12.3 |
| | — |
| | 12.3 |
|
| Total stockholders’ equity | 482.6 |
| | 4,182.3 |
| | (4,170.0 | ) | | 494.9 |
|
| Total liabilities and stockholders’ equity | $ | 11,143.3 |
| | $ | 6,195.4 |
| | $ | (5,452.7 | ) | | $ | 11,886.0 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 14
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3
UNAUDITED BALANCE SHEET
(Dollars in millions)
Notes to MOR-3:
See below for a breakdown of liabilities subject to compromise:
|
| | | |
| | As of March 31, 2017 |
| Debt | $ | 8,077.4 |
|
| Interest payable | 172.6 |
|
Environmental liabilities (1) | 61.9 |
|
| Trade payables | 55.2 |
|
Postretirement benefit obligations (2) | 23.0 |
|
| Other accrued liabilities | 26.6 |
|
| Liabilities subject to compromise | $ | 8,416.7 |
|
(1) Balance includes liabilities for environmental claims and litigation arising from historical, non-coal producing operations.
(2) Balance includes a liability for an unfunded non-qualified pension plan, all the participants of which are former employees.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 15
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-3a
UNUAUDITED STATEMENT OF CASH FLOWS
(Dollars in millions) |
| | | | | | | | | | | | | | | |
| | For the Month Ended March 31, 2017 |
| | Debtors | | Non-Debtors | | Eliminations | | Consolidated |
| Cash Flows From Operating Activities | | | | | | | |
| Net income | $ | 13.2 |
| | $ | 57.9 |
| | $ | (55.6 | ) | | $ | 15.5 |
|
| Loss from discontinued operations, net of income taxes | 1.2 |
| | 0.1 |
| | — |
| | 1.3 |
|
| Income from continuing operations, net of income taxes | 14.4 |
| | 58.0 |
| | (55.6 | ) | | 16.8 |
|
| Adjustments to reconcile income from continuing operations, net of income taxes to net cash provided by operating activities: | | | | | | | |
| Depreciation, depletion and amortization | 33.9 |
| | 16.3 |
| | — |
| | 50.2 |
|
| Noncash interest expense | (3.4 | ) | | 0.4 |
| | — |
| | (3.0 | ) |
| Deferred income taxes | 6.9 |
| | (0.1 | ) | | — |
| | 6.8 |
|
| Noncash share-based compensation | 0.6 |
| | — |
| | — |
| | 0.6 |
|
| Asset impairment | 30.5 |
| | — |
| | — |
| | 30.5 |
|
| Net (gain) loss on disposal of assets | (21.3 | ) | | 0.1 |
| | — |
| | (21.2 | ) |
| Income from equity affiliates and investment in subsidiaries | (55.6 | ) | | (1.8 | ) | | 55.6 |
| | (1.8 | ) |
| Reclassification from other comprehensive income for terminated hedge contracts | 9.2 |
| | — |
| | — |
| | 9.2 |
|
| Noncash reorganization items, net | 5.8 |
| | 0.6 |
| | — |
| | 6.4 |
|
| Changes in current assets and liabilities: | | | | | | | |
| Accounts receivable | 2.3 |
| | (2.8 | ) | | — |
| | (0.5 | ) |
| Intercompany activity related to securitization program, net | (15.9 | ) | | 15.9 |
| | — |
| | — |
|
| Inventories | (12.5 | ) | | 31.0 |
| | — |
| | 18.5 |
|
| Net assets from coal trading activities | 0.3 |
| | 1.6 |
| | — |
| | 1.9 |
|
| Other current assets | 10.5 |
| | (5.2 | ) | | — |
| | 5.3 |
|
| Accounts payable and accrued expenses | (33.5 | ) | | 27.2 |
| | — |
| | (6.3 | ) |
| Restricted cash | (82.6 | ) | | 8.9 |
| | — |
| | (73.7 | ) |
| Asset retirement obligations | 2.2 |
| | 1.2 |
| | — |
| | 3.4 |
|
| Accrued postretirement benefit costs | 0.8 |
| | — |
| | — |
| | 0.8 |
|
| Accrued pension costs | 1.8 |
| | — |
| | — |
| | 1.8 |
|
| Take-or-pay obligation settlement | (5.5 | ) | | — |
| | — |
| | (5.5 | ) |
| Other, net | 1.8 |
| | (1.2 | ) | | — |
| | 0.6 |
|
| Net cash (used in) provided by continuing operations | (109.3 | ) | | 150.1 |
| | — |
| | 40.8 |
|
| Net cash used in discontinued operations | (5.4 | ) | | (0.5 | ) | | — |
| | (5.9 | ) |
| Net cash (used in) provided by operating activities | (114.7 | ) | | 149.6 |
| | — |
| | 34.9 |
|
| Cash Flows From Investing Activities | | | | | | | |
| Additions to property, plant, equipment and mine development | (19.1 | ) | | (6.2 | ) | | — |
| | (25.3 | ) |
| Changes in accrued expenses related to capital expenditures | 1.5 |
| | (0.8 | ) | | — |
| | 0.7 |
|
| Proceeds from disposal of assets, net of notes receivable | 22.0 |
| | — |
| | — |
| | 22.0 |
|
| Contributions to joint ventures | — |
| | (28.3 | ) | | — |
| | (28.3 | ) |
| Distributions from joint ventures | — |
| | 24.1 |
| | — |
| | 24.1 |
|
| Advances to related parties | — |
| | (0.2 | ) | | — |
| | (0.2 | ) |
| Repayments of loans from related parties | — |
| | 13.0 |
| | — |
| | 13.0 |
|
| Other, net | — |
| | (0.2 | ) | | — |
| | (0.2 | ) |
| Net cash provided by investing activities | 4.4 |
| | 1.4 |
| | — |
| | 5.8 |
|
| Cash Flows From Financing Activities | | | | | | | |
| Repayments of long-term debt | (0.4 | ) | | — |
| | — |
| | (0.4 | ) |
| Payment of deferred financing costs | (17.4 | ) | | — |
| | — |
| | (17.4 | ) |
| Repurchase of employee common stock relinquished for tax withholding | (0.1 | ) | | — |
| | — |
| | (0.1 | ) |
| Transactions with affiliates, net | 13.1 |
| | (13.1 | ) | | — |
| | — |
|
| Net cash used in financing activities | (4.8 | ) | | (13.1 | ) | | — |
| | (17.9 | ) |
| Net change in cash and cash equivalents | (115.1 | ) | | 137.9 |
| | — |
| | 22.8 |
|
| Cash and cash equivalents at beginning of period | 376.7 |
| | 668.6 |
| | — |
| | 1,045.3 |
|
| Cash and cash equivalents at end of period | $ | 261.6 |
| | $ | 806.5 |
| | $ | — |
| | $ | 1,068.1 |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 16
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Notes to MOR-3a:
The beginning and ending cash balances do not include restricted cash.
In accordance with Peabody's securitization facility, most receivables generated from the Debtors' coal sales were sold to P&L Receivables Company, LLC, a non-Debtor entity. The cash collected relating to these receivables was paid to a lockbox held by P&L Receivables Company, LLC, and receipts in excess of amounts required to back outstanding letters of credit under the securitization facility were subsequently transferred to Peabody Energy Corporation in order to fund current operating expenses.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 17
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-4
STATUS OF POSTPETITION TAXES
To the best of the Reorganized Debtors' knowledge, as of the date hereof, (i) all taxes incurred postpetition by the Debtors (the "Postpetition Taxes") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Postpetition Taxes. For the purpose of this attestation, "Postpetition Taxes" is meant to encompass severance taxes, coal excise taxes, sales and use taxes, employment and wage-related taxes, franchise taxes and fees, property taxes, foreign taxes, income taxes, and other taxes incurred postpetition by the Debtors.
Due to the level of detailed records copies of IRS form 6123 or payment receipts and copies of tax returns filed during the reporting period will be made available upon request.
STATUS OF INSURANCE COVERAGE AND PREMIUM PAYMENTS
To the best of the Reorganized Debtors' knowledge, as of the date hereof, (i) all premiums for insurance programs maintained by the Debtors (the "Insurance Premiums") that are not subject to dispute or reconciliation are current and (ii) there are no material disputes or reconciliations with respect to the Insurance Premiums.
MOR-5
SUMMARY OF UNPAID POSTPETITION DEBTS; ACCOUNTS RECEIVABLE RECONCILIATION AND AGING; TAXES RECONCILIATION AND AGING
Notes to MOR-5:
The Reorganized Debtors believe that the information as disclosed in MOR-3 appropriately summarizes the ending accounts receivable and accounts payable balances of the Debtors. Due to the volume of transactions related to customer billings and vendor payments, the following items will be made available upon request: (i) summary of unpaid postpetition debts; (ii) listing of aged accounts payable; and (iii) accounts receivable reconciliation and aging.
Due to the level of detailed records, a taxes aging schedule will be made available upon request.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 18
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-6
PAYMENTS TO RETAINED PROFESSIONALS
(Dollars in millions)
|
| | | | | | | |
| Professional | Role | Amount Paid During the Month Ended March 31, 2017 | Cumulative Paid from April 13, 2016 through March 31, 2017 |
| Debtors' Retained Professionals | | | |
| Jones Day | Legal counsel | $ | 5.5 |
| $ | 21.5 |
|
| Armstrong Teasdale LLP | Legal counsel | 0.4 |
| 1.7 |
|
| FTI Consulting, Inc. | Financial advisor | 0.7 |
| 8.7 |
|
| Kurtzman Carson Consultants, LLC | Claims, balloting and noticing agent | 0.3 |
| 2.9 |
|
| Lazard Freres & Co., LLC | Investment banker | 0.4 |
| 2.3 |
|
| Quinn Emanuel Urquhart & Sullivan | Legal counsel | 0.3 |
| 4.1 |
|
| Ernst & Young LLP | Auditor and tax advisor | 2.3 |
| 3.0 |
|
| KPMG LLP | Tax advisor | 0.3 |
| 0.8 |
|
| Wilmer Cutler Pickering Hale & Dorr LLP | Legal counsel | 0.4 |
| 1.1 |
|
| | | | |
| Official Committee of Unsecured Creditors' Retained Professionals | | |
| Morrison & Foerster LLP | Legal counsel | 1.3 |
| 6.3 |
|
| Curtis Mallet-Prevost, Colt & Mosle, LLP | Legal counsel | 0.1 |
| 2.8 |
|
| Spencer Fane LLP | Legal counsel | — |
| 0.1 |
|
| Berkeley Research Group, LLC | Financial advisor | 0.3 |
| 4.9 |
|
| Jefferies LLC | Investment banker | 0.8 |
| 1.7 |
|
| Blackacre LLC | Independent expert | 0.1 |
| 0.5 |
|
| Total Payments to Retained Professionals | $ | 13.2 |
| $ | 62.4 |
|
Notes to MOR-6:
Payments to ordinary course professionals and reimbursement of professionals engaged by the debtor-in-possession financing lenders and first lien lenders are not included in MOR-6.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 19
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-6
FIRST AND SECOND LIEN DEBT
As of March 31, 2017
(Dollars in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Principal | | Beginning Balance | | Principal Advances (Returns), Net of Original Issue Discounts | | Debt Issuance Costs | | Repayments | | Amortization of Debt Issuance Costs and Original Issue Discounts | | Ending Balance |
| Revolver | | $ | 1,555.1 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,555.1 |
|
| Term Loan B Facility | | 1,154.5 |
| | — |
| | — |
| | — |
| | — |
| | 1,154.5 |
|
| 10% Senior Notes | | 962.3 |
| | — |
| | — |
| | — |
| | — |
| | 962.3 |
|
Terminated derivative contracts (1) | | 257.3 |
| | — |
| | — |
| | — |
| | — |
| | 257.3 |
|
| Total | | $ | 3,929.2 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 3,929.2 |
|
(1) As a result of the Debtors' bankruptcy filings, counterparties to certain derivative contracts terminated the agreements shortly thereafter in accordance with contractual terms and the Debtors recorded liabilities equivalent to the termination value of each contract. Such liabilities are considered first lien debt.
ADEQUATE PROTECTION PAYMENTS
For the Month Ended March 31, 2017
(Dollars in millions)
|
| | | | | | | | | | | | | | | | |
| Accrued Interest/Fees | | Beginning Balance | | Interest and Fees Incurred | | Repayments | | Ending Balance |
| Revolver | | $ | — |
| | $ | 4.7 |
| | $ | (4.7 | ) | | $ | — |
|
| Term Loan B Facility | | 8.3 |
| | 4.3 |
| | (12.6 | ) | | — |
|
| Terminated derivative contracts | | — |
| | 0.9 |
| | (0.9 | ) | | — |
|
| Letters of credit and surety | | 0.3 |
| | 0.7 |
| | (1.0 | ) | | — |
|
| Total | | $ | 8.6 |
| | $ | 10.6 |
| | $ | (19.2 | ) | | $ | — |
|
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 20
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-7
DEBTOR QUESTIONNAIRE
|
| | | | |
| Must be completed each month. If the answer to any of the questions is "Yes", provide a detailed explanation of each item. Attach additional sheets if necessary. | Yes | No | Explanation |
| 1. | Have any assets been sold or transferred outside the normal course of business this reporting period? | X | | Dominion Terminal Associates sale, pursuant to Court Docket Nos. 2262; 2592 and 2627 |
| 2. | Have any funds been disbursed from any account other than a debtor in possession account this reporting period? | | X | |
| 3. | Is the Debtor delinquent in the timely filing of any postpetition tax returns? | | X | |
| 4. | Are workers compensation, general liability or other necessary insurance coverages expired or canceled, or has the Debtor received notice of expiration or cancellation of such policies? | | X | |
| 5. | Is the Debtor delinquent in paying any insurance premium payments? | | X | See MOR-4 |
| 6. | Have any payments been made on prepetition liabilities this reporting period? | X | | The Debtors have made payments on prepetition liabilities as allowed by orders entered by the Bankruptcy Court. |
| 7. | Are any postpetition receivables (accounts, notes or loans) due from related parties? | X | | Intercompany receivables per Note 7 of the General Notes to the MOR |
| 8. | Are any postpetition payroll taxes past due? | | X | See MOR-4 |
| 9. | Are any postpetition State or Federal income taxes past due? | | X | See MOR-4 |
| 10. | Are any postpetition real estate taxes past due? | | X | See MOR-4 |
| 11. | Are any other postpetition taxes past due? | | X | See MOR-4 |
| 12. | Have any prepetition taxes been paid during this reporting period? | X | | The Debtors have made payments on prepetition taxes as allowed by orders entered by the Bankruptcy Court. |
| 13. | Are any amounts owed to postpetition creditors delinquent? | | X | |
| 14. | Are any wage payments past due? | | X | |
| 15. | Have any post petition loans been received by the Debtor from any party? | X | | DIP Term Loan per MOR-6 |
| 16. | Is the Debtor delinquent in paying any U.S. Trustee fees? | | X | |
| 17. | Is the Debtor delinquent with Court ordered payments to attorneys or other professionals? | | X | |
| 18. | Have the owners or shareholders received any compensation outside of the normal course of business? | | X | |
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 21
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
MOR-7
REPORT OF OTHER SIGNIFICANT EVENTS
In late December 2016, the Debtors filed (a) their Joint Plan of Reorganization; (b) the Disclosure Statement related to that plan; (c) their solicitation procedures motion related to the Plan and the Disclosure Statement (the Solicitation Procedures Motion) and (d) a motion (the PSA Motion) for approval of, among other things (i) the Private Placement Agreement, the Backstop Commitment Agreement and the Plan Support Agreement (all as defined in the PSA Motion) and (ii) certain procedures related to the Debtors' contemplated rights offering and the payment of related expenses. At a hearing on January 26, 2017, the Bankruptcy Court approved, among other things, the Disclosure Statement and granted the PSA Motion and the Solicitation Procedures Motion. On January 27, 2017, the Debtors filed (a) their Second Amended Joint Plan of Reorganization (as further amended and supplemented, the Plan) and (b) the Second Amended Disclosure Statement related to the Plan.
On February 24, 2017, an ad hoc group of non-consenting creditors filed a motion to compel discovery from the proponents of the Plan, including the Debtors (the Motion to Compel). On March 1, 2017, the Bankruptcy Court entered an order denying the Motion to Compel.
On March 2, 2017, the Debtors filed (a) a motion for approval of a settlement with, among others, Kinder Morgan (the Kinder Morgan Settlement Motion), (b) a motion to establish certain claims reserves (the Claims Reserves Motion) and (c) an omnibus motion to approve stipulations regarding certain previously-filed executory contract rejection motions (the Omnibus Stipulation Motion).
In the period from early March to mid-March, 2017, the Debtors filed various exhibits as supplements to the Plan.
On March 9, 2017, certain individuals filed an adversary proceeding captioned Packer, et al. v. Peabody Energy Corporation, et al. (Adversary Proceeding Case No. 17-4039-399) against the Company, Wilmington Trust Company, as Indenture Trustee and Member of the Unsecured Creditors’ Committee, Wilmington Savings Fund Society, FSB, as Indenture Trustee and Member of the Unsecured Creditors’ Committee, Aurelius Capital Management, LP, Contrarian Capital Management, L.L.C., Discovery Capital Management, LLC, Elliott Management Corp, Panning Capital Management, LP, and PointState Capital LP (the Packer Adversary Proceeding). A settlement with the plaintiffs in the Packer Adversary Proceeding was reached in connection with confirming the Plan. On April 11, 2017, the Packer Adversary Proceeding was dismissed with prejudice.
On March 9, 2017, the Bankruptcy Court entered orders (a) approving the sale of the Debtors' interest in Dominion Terminal Associates; (b) authorizing the rejection of certain executory contracts; (c) authorizing the assumption of certain executory contracts; (d) granting the Equipment Lease Motion; and (e) approving the compensation and expense reimbursement for various estate professionals. On March 13, 14 and 16, 2017, the Bankruptcy Court entered additional orders approving the compensation and expense reimbursement for other estate professionals.
On March 15, 2017, the Debtors filed a notice of settlement with the United Mine Workers 1974 Pension Plan and Trust. Also on March 15, 2017, an ad hoc group of non-consenting creditors (the Non-Consenting Ad Hoc Group) filed a motion in limine to exclude certain evidence from the Debtors' confirmation hearing. The Bankruptcy Court denied the Non-Consenting Ad Hoc Group's motion on March 16, 2017.
In the period from late February 2017 to mid-March 2017, various parties filed objections to confirmation of the Plan. On March 14, 2017, the Debtors and other parties (including the Official Committee of Unsecured Creditors) filed replies to the objections to confirmation of the Plan.
The Debtors filed revised versions of the Plan on March 14, 2017 and March 15, 2017. On March 16, 2017, the Bankruptcy Court held a hearing to determine whether to confirm the Plan. At the March 16 hearing, the Bankruptcy Court overruled various objections to confirmation of the Plan and indicated that the court would entertain an order confirming the Plan.
On March 16, 2017, the Bankruptcy Court entered an agreed order and stipulation resolving certain disputes between the Gold Fields Debtors, Blue Tee Corp. and certain insurers related to certain Historic Gold Fields Policies (as defined in the Plan) and the adversary proceeding initiated by the insurers (Adversary Proceeding Case No. 17-04010-399). The adversary proceeding was subsequently dismissed without prejudice on April 5, 2017.
On March 17, 2017, the Bankruptcy Court entered various orders, including (a) an order granting the Claims Reserve Motion; (b) an order granting the Omnibus Stipulation Motion; (c) an order granting the Kinder Morgan Settlement Motion; and (d) an agreed order and stipulation approving settlement among the Debtors and the United States of America, on behalf of multiple different entities (the Governments), relating to the Governments’ proofs of claim and their various objections to the Plan.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 22
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
On March 17, 2017, the Bankruptcy Court entered an order confirming the Plan (the Confirmation Order).
On March 22, 2017, Peabody Energy Corporation (the Company) filed its Annual Report on Form 10-K with the Securities and Exchange Commission for the fiscal year ended on December 31, 2016.
On March 22, 2017, the Non-Consenting Ad Hoc Group filed a notice of appeal of the Confirmation Order. On March 23, 2017, the Non-Consenting Ad Hoc Group filed notices of appeal for several Bankruptcy Court orders related to the Confirmation Order. The appeals are currently pending in the United States District Court for the Eastern District of Missouri (the District Court) and have been consolidated. On March 23, 2017, the Non-Consenting Ad Hoc Group filed an emergency motion for a stay of the Confirmation Order (the Stay Motion). On March 28, 2017, the Debtors and several other parties filed objections to the Stay Motion. On March 29, 2017, the District Court held a hearing on the Stay Motion. On March 30, 2017, the District Court issued a memorandum and order denying the Stay Motion. On March 30, 2017, the District Court entered an order consolidating the appeals under the main appeal of the Confirmation Order.
On March 27, 2017, the Bankruptcy Court entered a stipulation and order regarding the treatment of claims of certain former executives of Peabody Energy Corporation under the Plan. The Debtors also filed (a) a notice regarding a general unsecured claims reserve supplement with the Bankruptcy Court on March 27, 2017 and (b) certain amended exhibits to the Plan.
On March 28, 2017, one of the Debtors' professionals filed an application for retention. The Bankruptcy Court entered an order authorizing the professional's employment on April 6, 2017.
On March 31, 2017, the Debtors filed a motion to approve certain stipulations regarding certain previously-filed executory contract rejection motions (the Second Omnibus Stipulation Motion). The Bankruptcy Court granted the Second Omnibus Stipulation Motion at a hearing on April 12, 2017.
On April 2, 2017, the Debtors filed further amended exhibits to the Plan regarding their assumption and rejection of executory contracts and leases. On April 10, 2017, the Bankruptcy Court entered several orders resolving previously-filed objections to the Debtors' assumption and rejection of certain executory contracts and leases.
On April 3, 2017 (the Effective Date), the Debtors satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases. The Debtors filed a notice of the Confirmation Order and occurrence of the Effective Date and bar dates for filing certain claims on April 3, 2017. In accordance with the Plan, all of the Debtors' prepetition debt obligations were discharged and the Company's outstanding shares of common stock, including all options and warrants to purchase such stock, were extinguished, canceled and discharged.
On the Effective Date, the Company entered into a registration rights agreement (the Registration Rights Agreement) with certain parties (together with any person or entity that becomes a party to the Registration Rights Agreement, the Holders) that received shares of the Company’s new common stock (the Common Stock) and new Series A Convertible Preferred Stock (the Preferred Stock) in the Company on the Effective Date as provided in the Plan. The Registration Rights Agreement provides Holders with registration rights for the Holders’ Registrable Securities (as defined in the Registration Rights Agreement). Further information regarding the Registration Rights Agreement can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
On the Effective Date, the Company entered into a warrant agreement (the Warrant Agreement) with American Stock Transfer and Trust Company, LLC. In accordance with the Plan, the Company issued 6,210,000 warrants to purchase up to an aggregate of 6,210,000 shares of Common Stock at an exercise price of $0.01 per share (the Warrants) to all Noteholder Co-Proponents (as defined in the Plan) and subscribers in the Rights Offering (as defined in the Plan) and related backstop commitment. All unexercised Warrants will expire, and the rights of the holders of such Warrants to purchase Common Stock will terminate, on July 3, 2017. Further information regarding the Warrant Agreement can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
As previously disclosed, on February 15, 2017, Peabody Securities Finance Corporation (the Issuer), a Delaware corporation and wholly owned subsidiary of the Company, entered into an indenture (the Indenture) between the Issuer and Wilmington Trust, National Association, as trustee (the Trustee), relating to the issuance by the Issuer of $500.0 million aggregate principal amount of 6.000% senior secured notes due 2022 (the 2022 Notes) and $500.0 million aggregate principal amount of 6.375% senior secured notes due 2025 (the 2025 Notes and, together with the 2022 Notes, the Notes). The Notes were sold on February 15, 2017 in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the Securities Act).
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 23
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
Prior to the Effective Date, the Issuer deposited the net proceeds of the offering of the Notes, together with additional funds deposited by the Company, into an escrow account pending confirmation of the Plan and certain other conditions being satisfied. On the Effective Date, the net proceeds from the offering were released from escrow to the Company and the Company became a co-obligor of the Notes by executing a supplemental indenture, dated as of April 3, 2017 (the First Supplemental Indenture), among the Company, the Issuer, the subsidiary guarantors party thereto and the Trustee, and, thereafter, became the sole issuer of the Notes upon the merger of the Issuer with and into the Company pursuant to the Certificate of Ownership and Merger, dated as of April 3, 2017, with the Company as the surviving corporation (the Assumption). Upon the Assumption, the Notes became jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of the Company’s material domestic subsidiaries and secured by first priority liens over (a) substantially all of the assets of the Company and the guarantors, except for certain excluded assets, (b) 100% of the capital stock of each domestic restricted subsidiary of the Company, (c) 100% of the non-voting capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company and no more than 65% of the voting capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company, (d) a legal charge of 65% of the voting capital stock and 100% of the non-voting capital stock of Peabody Investments (Gibraltar) Limited and (e) all intercompany debt owed to the Company or any guarantor, in each case, subject to certain exceptions, including that the Notes and guarantees are secured by second priority liens on certain collateral pledged under the Credit Agreement (as defined below). Further information regarding the Notes can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
As previously disclosed, on January 11, 2017, the Debtors obtained an exit facility commitment letter (the Exit Facility Commitment Letter) from Goldman Sachs Bank USA (Goldman Sachs), JPMorgan Chase Bank, N.A. (JPMorgan), Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, CS), Credit Suisse Securities (USA) LLC (CS Securities and, together with Goldman Sachs and JPMorgan, the Arrangers), Macquarie Capital Funding LLC (together with Goldman Sachs, CS and JPMorgan, the Initial Lenders) and Macquarie Capital (USA) Inc. (collectively with the Arrangers and the Initial Lenders, the Commitment Parties), pursuant to which, in connection with the consummation of the Plan, the Initial Lenders agreed to provide a senior secured term loan facility in an aggregate amount of $1.5 billion, less the aggregate principal amount of privately placed debt securities of the Company, or special purpose escrow issuer, issued on or prior to the closing date of the term loan facility (the Closing Date), plus any amount of additional senior secured term loans funded on the Closing Date at the sole discretion of the Arrangers and the Company.
On April 3, 2017, the Company entered into the Credit Agreement, dated as of April 3, 2017, among the Company, as Borrower, Goldman Sachs Bank USA, as Administrative Agent, and the other lenders party thereto (the Credit Agreement) as contemplated by the Exit Facility Commitment Letter. The Credit Agreement provides for a $950 million senior secured term loan, matures in 2022 and bears interest at a fluctuating rate of LIBOR plus 4.50% per annum with a 1.00% LIBOR floor.
As previously disclosed, on January 27, 2017, the Company and P&L Receivables Company, LLC (P&L Receivables) obtained a commitment letter (as amended, the Receivables Commitment Letter) from PNC Bank, National Association (PNC), pursuant to which, in connection with the consummation of the Plan, PNC agreed to amend the existing securitization facility evidenced by the Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 25, 2016, among P&L Receivables, as the seller, the Company, as the servicer, the sub-servicers party thereto, the various purchasers and purchaser agents party thereto and PNC, as administrator, in order to, among other things, (a) increase the purchase limit to an amount not to exceed $250.0 million, (b) extend the facility termination date, and (c) add certain Australian subsidiaries of the Company as originators.
On the Effective Date, the Company entered into the Sixth Amended and Restated Receivables Purchase Agreement, dated as of April 3, 2017 (the Receivables Purchase Agreement), among P&L Receivables, as the seller, the Company, as the servicer, the sub-servicers party thereto, the various purchasers and purchaser agents party thereto and PNC, as administrator. The Receivables Purchase Agreement effectuates the terms of the Receivables Commitment Letter.
On the Effective Date, in connection with the Company’s emergence from the Chapter 11 Cases and in reliance on the exemption from registration requirements of the Securities Act provided by Section 1145 of the Bankruptcy Code, the reorganized Company issued (a) 11,636,980 shares of Common Stock issued pursuant to the initial distributions of Common Stock to certain holders of Allowed Claims (as defined in the Plan) under the Plan and (b) 51,225,813 shares of Common Stock and approximately 2,915,990 Warrants (the 1145 Warrants) issued pursuant to the completed Rights Offering to certain holders of the Company's prepetition indebtedness for total consideration of approximately $704 million.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 24
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MISSOURI
The reorganized Company also issued, on the Effective Date, in connection with the Company's emergence from the Chapter 11 Cases (a) 29,999,999 shares of Preferred Stock issued to specific parties to the Private Placement Agreement for total consideration of $750 million; (b) 3,319,641 shares of Common Stock and approximately 188,979 Warrants (the Private Warrants) issued to specified parties to the Backstop Commitment Agreement on account of their commitments under that agreement, for total consideration of $46 million; and (c) 4,799,813 shares of Common Stock and 3,105,000 Private Warrants to specified parties to the Private Placement Agreement and Backstop Commitment Agreement on account of commitment premiums contemplated by those agreements.
In accordance with the Plan, the Peabody Energy Corporation 2017 Incentive Plan (the 2017 Incentive Plan) became effective as of the Effective Date. The 2017 Incentive Plan is intended to, among other things, help attract and retain employees and directors upon whom, in large measure, the Company depends for sustained progress, growth and profitability. The 2017 Incentive Plan also permits awards to consultants. The 2017 Incentive Plan generally provides for several types of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. The aggregate number of shares of Common Stock reserved for issuance pursuant to the 2017 Incentive Plan is 14,092,376. Further information regarding the 2017 Incentive Plan can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
On the Effective Date, the reorganized Company granted restricted stock units under the 2017 Incentive Plan and the terms of the relevant restricted stock unit agreement to employees, including its executive officers. Further information regarding the Emergence Awards can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017.
Pursuant to the Confirmation Order, on April 3, 2017, the adversary proceeding brought by the Debtors against Citibank, N.A. (Citibank) (in its capacity as Administrative Agent under the Debtors' prepetition secured credit agreement) regarding the extent of certain collateral and secured claims of certain prepetition creditors (No. 16-04068-399) (the CNTA Adversary Proceeding) was dismissed with prejudice. A notice of such dismissal was filed with the Bankruptcy Court on April 6, 2017.
Case Name: PEABODY ENERGY CORP, et al.
Case Number: (Jointly Administered) 16-42529 25
