Item 2.02 Results of Operations and Financial Condition.
To the extent applicable, the disclosures in Item 7.01 below are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Beginning on or around
In accordance with the Confidentiality Agreements, the Company is making
disclosure herein of certain information (including material non-public
information) provided to the Noteholders and the Revolving Lenders, and to their
respective financial and legal advisers (the "Cleansing Material") in connection
with the above referenced discussions and negotiations. The Cleansing Material
included certain preliminary projections for the Company's third quarter
results, which were subsequently updated. The Company's final third quarter
results will be reported in its Quarterly Report on Form 10-Q for the quarter
ended
The information furnished in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The filing of this Item 7.01 of this Current Report on Form 8-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.
Forward-looking statements.
This Current Report on Form 8-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 Peabody expects 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 Peabody's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, Peabody 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, (i) Peabody's
ability to effect the transaction described in the Term Sheets, (ii) the
availability of alternative transactions, (iii) general market conditions and
(iv) a variety of economic, competitive and regulatory factors, many of which
are beyond Peabody's control, including the impact of the COVID-19 outbreak and
factors that are described in Peabody's Annual Report on Form 10-K for the
fiscal year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Discussion Materials DatedOctober 14, 2020 . 99.2 Term Sheet DatedNovember 1, 2020 . 99.3 Term Sheet DatedNovember 4, 2020 . Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
--------------------------------------------------------------------------------
© Edgar Online, source