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PEABODY ENERGY CORPORATION

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PEABODY ENERGY CORP : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

06/04/2021 | 04:23pm EDT

Item 1.01. Entry into a Material Definitive Agreement

On June 4, 2021, Peabody Energy Corporation (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc., as sales agent or principal (the "Agent"). Pursuant to the Sales Agreement, the Company may offer and sell over a period of time, and from time to time, up to 12,500,000 shares (the "Shares") of its common stock, par value $0.01 per share, through or to the Agent. Sales of the Shares, if any, may be made by any method permitted by law that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933 (the "Securities Act"). The Company will pay the Agent a commission equal to 2.0% of the gross proceeds from each sale of Shares sold through the Agent under the Sales Agreement. The Company has no obligation to sell any Shares and may at any time suspend solicitation and offers under the Sales Agreement or terminate the Sales Agreement.

The Shares will be offered and sold pursuant to the Company's Registration Statement on Form S-3 (File No. 333-254765), which was declared effective by the Securities and Exchange Commission on April 23, 2021, as supplemented by the Prospectus Supplement, dated June 4, 2021, relating to the offer and sale of the Shares.

The Sales Agreement contains customary representations, warranties and covenants by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The foregoing description of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Item 8.01. Other Events

In connection with the public offering of the Shares, the Company is filing the Sales Agreement and certain other items listed below as exhibits to this Current Report on Form 8-K for the purpose of incorporating such items into the Registration Statement. Such items filed as exhibits to this Current Report on Form 8-K are hereby incorporated into the Registration Statement by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number                                    Description

 1.1           At Market Issuance Sales Agreement, dated June 4, 2021, by and
             between Peabody Energy Corporation and B. Riley Securities, Inc.

 5.1           Opinion of Jones Day.

23.1           Consent of Jones Day (included in Exhibit 5.1).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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