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
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
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.
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
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