| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On December 3, 2018, Peabody Energy Corporation (the “Company”) completed the previously acquisition of the Shoal Creek metallurgical coal mine, preparation plant and supporting assets (“Shoal Creek”) from Drummond Company, Inc. for a purchase price of $387 million in cash, reflecting customary purchase price adjustments. The purchase price was funded with cash on hand.
| Item 7.01 | Regulation FD Disclosure |
On December 3, 2018, the Company issued a press release announcing the completion of the acquisition of Shoal Creek. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information set forth in and incorporated into this Item 7.01 of this Current Report on Form8-K is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of information under this Item 7.01 of this Current Report on Form8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
* * * *
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,” “will,” “should,” “goal,” “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, income, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volume, or other financial items, descriptions of management’s plans or objectives for future operations, or descriptions of assumptions underlying any of the above. All forward-looking statements speak only as of the date they are made and reflect the company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive and regulatory factors, many of which are beyond the company’s control. Such factors are described in our Annual Report on Form10-K for the fiscal year ended December 31, 2018, as well as additional factors we may describe from time to time in other filings with the Securities and Exchange Commission (“SEC”). You may get such filings for free at our website at www.peabodyenergy.com. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired
The Company will furnish any financial statements required by Item 9.01(a) by amendment no later than 71 calendar days after the date this initial Current Report on Form8-K is required to have been filed with the SEC pursuant to SEC rules.
-2-
