UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 13, 2017
PEABODY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-16463 | 13-4004153 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
||
701 Market Street, St. Louis, Missouri | 63101-1826 | |||
(Address of Principal Executive Offices) | (ZIP Code) |
Registrants telephone number, including area code: (314) 342-3400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
As previously disclosed, on April 13, 2016, Peabody Energy Corporation, a Delaware corporation (Peabody Energy or the Company), and a majority of the Companys wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar (collectively with the Company, the Debtors), filed voluntary petitions 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). The Debtors Chapter 11 cases (collectively, the Chapter 11 Cases) are being jointly administered under the caption In re Peabody Energy Corporation, et al., Case No. 16-42529.
Also as previously disclosed, on December 22, 2016, the Debtors filed with the Bankruptcy Court a Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code and a related Disclosure Statement. On January 25, 2017, the Debtors filed with the Bankruptcy Court the First Amended Joint Plan of Reorganization and the First Amended Disclosure Statement. On January 27, 2017, the Debtors filed with the Bankruptcy Court the Second Amended Joint Plan of Reorganization (as further amended, the Plan) and the Second Amended Disclosure Statement (as amended, the Disclosure Statement) to address certain modifications resulting from a hearing before the Bankruptcy Court on January 26, 2017. Thereafter, on January 27, 2017, the Bankruptcy Court issued an order approving the Disclosure Statement. In addition, on March 6, 2017 and March 15, 2017, the Debtors filed supplements to the Plan with the Bankruptcy Court. On March 16, 2017, the Bankruptcy Court confirmed the Plan through a bench ruling.
Item 1.01 | Entry into a Material Definitive Agreement. |
As disclosed in the Disclosure Statement and other filings with the Securities and Exchange Commission (the SEC), on January 25, 2017, the United Mine Workers of America 1975 Pension Plan and Trust (the 1974 Pension Plan), the Debtors and certain other subsidiaries of the Company (together, the Parties) agreed to a settlement of all claims by the 1974 Pension Plan arising, or related to the period, prior to the effective date of the Plan.
On March 13, 2017, the Parties executed a final settlement agreement (the Settlement Agreement) whereby the 1974 Pension Plan will be entitled to a claim in Class 7 of $75 million to be paid in cash over several years as follows: $5 million upon the effective date of the Plan (the Effective Date), $10 million paid within 90 days after the Effective Date, $15 million paid within one year after the last payment and $15 million a year for the following three years. The non-disparagement clause between the Parties will remain. In consideration for the Settlement Agreement, the trustee for the 1974 Pension Plan agreed to support the Plan.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On March 15, 2017, the Company announced a change in the roles of its executive leadership team. Effective on the Effective Date, Charles Meintjes will assume the role of Executive Vice President Corporate Services & Chief Commercial Officer. Mr. Meintjes currently serves as President Australia. George Schuller, the current Chief Operations Officer in Australia, will assume the role of President Australia on the Effective Date. Both positions will report to the Companys President and Chief Executive Officer, Glenn Kellow. In his new role as Executive Vice President Corporate Services & Chief Commercial Officer, Mr. Meintjes will have executive responsibility for sales and marketing, corporate development, information technology, business services, technical services, and coal generation and emissions technology. He also will have temporary oversight of the Human Resources functional area, which has been under interim leadership. Mr. Meintjes has served as President Australia since October 2012 and originally joined us in 2007. Mr. Meintjes has extensive senior operational, strategy, continuous improvement and information technology experience with mining companies on three continents.
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In his role as President Australia, Mr. Schuller will have executive responsibility for the Companys Australia operating platform which includes overseeing the areas of health and safety, operations, sales and marketing, product delivery and support functions. Mr. Schuller has been with the Company for three decades serving in both surface and underground operations in the United States and Australia, most recently serving as Chief Operating Officer for Australia, a position he held for nearly four years. His extensive experience includes operations management for both surface and underground mining, continuous improvement and engineering services. Prior to serving as Chief Operations Officer in Australia, he served as Group Executive Powder River Basin and Southwest, Senior Vice President Engineering Services, Vice President Engineering Technical Services and Vice President Continuous Improvement following his holding various operations and mine management positions with increasing responsibility. Mr. Schuller originally joined the Company as a Mine Engineer-in-Training.
Item 7.01 | Regulation FD Disclosure |
Stipulation and Agreed Order Approving Settlement
On March 16, 2017, the Debtors filed with the Bankruptcy Court a Stipulation and Agreed Order Approving Settlement (the First Stipulation) among the Gold Fields Debtors, certain insurance companies and Blue Tee Corp. to resolve claims arising out of and in connection with certain Historic Gold Fields Policies (as defined in the Plan) and the adversary proceeding initiated by the insurance carriers. On March 16, 2017, the Bankruptcy Court entered the First Stipulation.
On March 17, 2017, the Debtors filed with the Bankruptcy Court a Stipulation and Agreed Order Approving Settlement (the Second Stipulation) 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.
Copies of the First Stipulation and the Second Stipulation are available free of charge at www.kccllc.net/Peabody . The information set forth on the foregoing website shall not be deemed to be a part of or incorporated by reference into this Form 8-K.
Announcement of Change in Roles of Executive Leadership Team
On March 15, 2017, the Company issued a press release announcing the change in roles of its executive leadership team, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Nothing contained herein is intended to be, nor should it be construed as, a solicitation for a vote on the Plan. The Plan will become effective only if various conditions set forth in the Plan are met. There can be no assurance that the Plan will be implemented successfully.
The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-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 Peabody Energys 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 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations of Peabody Energy or its management at the time of this Current Report, as well as any estimates or projections for the outcome of events that have not yet occurred at the time of this Current Report. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include expressions such as believe anticipate, expect, estimate, intend, may, plan, predict, will
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and similar terms and expressions. All forward-looking statements made by Peabody Energy are predictions and not guarantees of future performance and are subject to various risks, uncertainties and factors relating to Peabody Energys operations and business environment, and the progress of its Chapter 11 Cases, all of which are difficult to predict and many of which are beyond Peabody Energys control. These risks, uncertainties and factors could cause Peabody Energys actual results to differ materially from those matters expressed in or implied by these forward-looking statements. Such factors include, but are not limited to: those described under the Risk Factors section and elsewhere in Peabody Energys most recently filed Annual Report on Form 10-K and subsequent filings with the SEC, including its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, which are available on Peabody Energys website at www.peabodyenergy.com and on the SECs website at www.sec.gov, such as unfavorable economic, financial and business conditions, as well as risks and uncertainties relating to the Chapter 11 Cases, including, but not limited to:
| Peabody Energys ability to obtain bankruptcy court approval with respect to motions or other requests made to the bankruptcy court in connection with the Chapter 11 Cases, including maintaining strategic control as debtor-in-possession; |
| Peabody Energys ability to consummate the Plan; |
| the effects of the Chapter 11 Cases on Peabody Energys operations, including customer, supplier, banking, insurance and other relationships and agreements; |
| bankruptcy court rulings in the Chapter 11 Cases as well as the outcome of all other pending litigation and the outcome of the Chapter 11 Cases in general; |
| the length of time that Peabody Energy will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; |
| risks associated with third-party motions in the Chapter 11 Cases, which may interfere with Peabody Energys ability to consummate the Plan and restructuring generally; |
| increased advisory costs to execute the Plan; |
| the likelihood that Peabody Energys common stock will be cancelled and extinguished on the Effective Date of the Plan with no payments made to the holders of Peabody Energys common stock; |
| the volatility of the trading price of Peabody Energys common stock and the absence of correlation between any increases in the trading price and Peabody Energys expectation that the common stock will be canceled and extinguished on the Effective Date; |
| Peabody Energys ability to continue as a going concern including its ability to consummate the Plan; |
| the risk that the Plan may not be consummated, in which case there can be no assurance that the Chapter 11 Cases will continue rather than be converted to chapter 7 liquidation cases or that any alternative plan of reorganization would be on terms as favorable to holders of claims and interests as the terms of the Plan; |
| Peabody Energys ability to use cash collateral and the possibility that Peabody Energy may be required to post additional cash collateral to secure its obligations; |
| the effect of the Chapter 11 Cases on Peabody Energys relationships with third parties, regulatory authorities and employees; |
| the potential adverse effects of the Chapter 11 Cases on Peabody Energys liquidity, results of operations, or business prospects; |
| Peabody Energys ability to execute its business and restructuring plan; |
| increased administrative and legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; |
| the cost, availability and access to capital and financial markets, including the ability to secure new financing after emerging from the Chapter 11 Cases; |
| the risk that the Chapter 11 Cases will disrupt or impede Peabody Energys international operations, including its business operations in Australia; and |
| other risks and factors, including those described under the Risk Factors section and elsewhere in Peabody Energys most recently filed Annual Report on Form 10-K and subsequent filings with the SEC, including its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016. |
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Forward-looking statements made by Peabody Energy in this Current Report, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is not possible for Peabody Energy to predict all of these events or how they may affect it or its anticipated results. Peabody Energy does not undertake any obligation to publicly update any forward-looking statements except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that the events referenced by any forward-looking statements made in this Current Report may not occur and should not place undue reliance on any forward-looking statements.
The Plan provides that Peabody Energy equity securities will be canceled and extinguished upon the Plan becoming effective, and that the holders thereof would not be entitled to receive, and would not receive or retain, any property or interest in property on account of such equity interests. The Plan also sets forth the proposed recoveries for Peabody Energys other securities. Trading prices for Peabody Energys equity or other securities may bear little or no relationship during the pendency of the Chapter 11 Cases to the actual recovery, if any, by the holders thereof at the conclusion of the Chapter 11 Cases. In the event of cancellation of Peabody Energy equity securities, as contemplated by the Plan, amounts invested by the holders of such securities would not be recoverable and such securities would have no value. Accordingly, Peabody Energy urges caution with respect to existing and future investments in its equity or other securities.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit Number |
Description |
|
10.1 | Settlement Agreement dated March 13, 2017 | |
99.1 | Press Release |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PEABODY ENERGY CORPORATION | ||||||
March 17, 2017 | By: |
/s/ A. Verona Dorch |
||||
Name: A. Verona Dorch Title: Chief Legal Officer |
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EXHIBIT INDEX
Exhibit Number |
Description |
|
10.1 | Settlement Agreement dated March 13, 2017 | |
99.1 | Press Release |
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Exhibit 10.1
Execution Copy
SETTLEMENT AGREEMENT
This Settlement Agreement (the Settlement Agreement ) is made this 13th day of March 2017 by and between (i) Peabody Energy Corporation ( PEC ) and 152 of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the Debtors ), each of which is identified in Schedule 1 (ii) Peabody Australia Holdco Pty Ltd ( PAH ) and the entities listed in Schedule 2 (such entities and PAH collectively, Affiliated Non-Debtors ) and (iii) the United Mine Workers of America 1974 Pension Plan and Trust ( 1974 Plan ). The Debtors, the Affiliated Non-Debtors, and the 1974 Plan are referred to in this Settlement Agreement collectively as the Parties .
RECITALS
WHEREAS, on October 29, 2015, the 1974 Plan served a Notice and Demand for withdrawal liability on PEC and Peabody Holding Company, LLC (together with PEC, the Defendants ) in the amount of $644,213,301.74 on the grounds that a principal purpose of the Defendants spinoff of Patriot Coal Corporation in 2007 was to evade or avoid withdrawal liability and therefore that spinoff transaction was disregarded pursuant to ERISA § 4212(c) (the Demand ); and
WHEREAS, on January 26, 2016, the Defendants filed with the 1974 Plan a request for review of the Demand pursuant to ERISA § 4219(b)(2)(A) in which they, in part, denied the allegations in the Demand and provided notice to the 1974 Plan that the Defendants invoked their rights under ERISA § 4221(f); and
WHEREAS, on March 18, 2016, the 1974 Plan denied the Defendants request for review; and
WHEREAS, on April 7, 2016, the 1974 Plan initiated an arbitration proceeding (the Arbitration ) against the Defendants pursuant to ERISA § 4221 before the American Arbitration Association ( AAA ) regarding the Demand; and
WHEREAS, on April 13, 2016 (the Petition Date ), the Debtors commenced their bankruptcy cases by filing voluntary petitions for relief in the United States Bankruptcy Court of the Eastern District of Missouri (the Bankruptcy Court ) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) which chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered by the Bankruptcy Court and captioned In re Peabody Energy Corp. et al , Case No. 16-42529 (Bankr. E.D. Mo. 2016) (the Bankruptcy Case ); and
WHEREAS, on August 15, 2016, the 1974 Plan filed Claim No. 4722 in the Bankruptcy Case pertaining to the Demand in the amount of $642,657,881.00 jointly and severally against each of the Debtors (the Claim ); and
WHEREAS , on September 8, 2016, the Debtors filed an objection to the Claim (the Objection ); and
WHEREAS, between September and December 2016, the Debtors and the 1974 Plan exchanged discovery and took depositions relevant to the Claim; and
WHEREAS, the Parties arbitrated the Claim before Arbitrator Martin Scheinman (the Arbitrator ) during a hearing in Washington, D.C. on December 19th through 21st, 2016; and
WHEREAS, while a decision on the Claim was pending, the Debtors and the 1974 Plan negotiated in good faith concerning a settlement of the Claim, with the Debtors regularly consulting during such negotiations with major stakeholders in the Bankruptcy Case; and
WHEREAS, the Debtors, while denying the merits of the Claim, recognize that an Arbitrators award allowing the Claim in full or in substantial part would be disruptive to the Debtors reorganization efforts in the United States and to the businesses of the Affiliated Non-Debtors, and accordingly believe that it is in the best interest of the Debtors, the Debtors chapter 11 estates, and the Affiliated Non-Debtors to settle the Demand and treat the Claim by means of a commitment to pay in full a compromised sum under the terms of this Settlement Agreement; and
WHEREAS , on January 25, 2017, while the Arbitrators decision was pending, the Parties reached an agreement in principle to settle the Claim, subject to further documentation, and instructed the Arbitrator not to release his decision; and
WHEREAS, on January 27, 2017, the Debtors filed the Second Amended Joint Plan of Reorganization of Debtors and Debtors in Possession [Docket No. 2229] (the Plan ); and
WHEREAS, the Parties now desire to document their settlement, which resolves all potential or existing claims and disputes between them relating to the Demand and the Claim under ERISA and in the Bankruptcy Case; and
WHEREAS, no award has been issued by the Arbitrator concerning the Claim, nor will be issued, pending the execution and performance of this Settlement Agreement.
NOW THEREFORE, for and in sufficient consideration of the promises and mutual covenants contained herein, the Debtors, the Affiliated Non-Debtors and the 1974 Plan agree as follows:
AGREEMENT
1. Effectiveness of Settlement Agreement . This Settlement Agreement shall become effective on the date this Settlement Agreement is fully executed and has been approved by an order of the Bankruptcy Court (the Agreement Effective Date ).
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2. The Debtors Commitments .
2.1. The Plan may be amended, modified or supplemented in the Debtors discretion, provided that such amended, modified or supplemented Plan provides for the allowance, payment and other treatment of the 1974 Plans Claim set forth in this Section 2 (a Permitted Plan ).
2.2. The Plan or any Permitted Plan shall classify the Claim in Class 7 against every Debtor Group (substantially as defined in the Plan) in the amount of Seventy-Five Million Dollars and zero cents ($75,000,000.00), which shall be an allowed claim (the Allowed Claim ).
2.3. On and after the effective date of the Plan or Permitted Plan (the Plan Effective Date ), the Allowed Claim shall be paid according to the following schedule (the Payment Schedule ), 1 and time shall be considered of the essence:
Payment Date (or first business day thereafter) |
Amount | |||
Plan Effective Date ( Payment 1 ) | $ | 5,000,000.00 | ||
90 days following Payment 1 ( Payment 2 ) | $ | 10,000,000.00 | ||
One year anniversary of Payment 2 | $ | 15,000,000.00 | ||
Two year anniversary of Payment 2 | $ | 15,000,000.00 | ||
Three year anniversary of Payment 2 | $ | 15,000,000.00 | ||
Four year anniversary of Payment 2 | $ | 15,000,000.00 |
2.4. Payments shall be made to the 1974 Plan by wire transfer in accordance with instructions provided by the 1974 Plan.
2.5. The Debtors shall promptly seek approval of this Settlement Agreement and the allowance and treatment of the Claim set forth above in connection with confirmation of the Plan or any Permitted Plan.
2.6. Upon the Agreement Effective Date, the Objection, styled Objection of the Debtors to Claim Number 4722 Filed by the United Mine Workers of America 1974 Pension Plan and Trust [Docket No. 1264], will be deemed resolved and withdrawn with prejudice.
1 | Payment Schedule payments will be made by the Reorganized Debtors , as that term is defined in the Plan. |
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3. No Further Obligations to the 1974 Plan . Upon the Agreement Effective Date, the payment obligations set forth in this Settlement Agreement are all the payments owed to the 1974 Plan related to the Demand and the Claim. Under no circumstances shall the 1974 Plan receive more than $75,000,000.00, absent a breach of this Settlement Agreement as governed by Section 21 herein.
4. Termination . This Settlement Agreement shall automatically terminate, and shall have no further force or effect, if the Bankruptcy Court refuses to approve this Settlement Agreement or if the Plan Effective Date has not occurred by October 13, 2017. (The date of the earliest of those events shall be the Termination Date .)
5. Joint and Several Liability . On and after the Agreement Effective Date, the Reorganized Debtors and Affiliated Non-Debtors shall be jointly and severally liable to the 1974 Plan for all obligations under this Settlement Agreement.
6. The 1974 Plans Commitments . Prior to the Termination Date, the 1974 Plan agrees that it shall:
(a) subject to the receipt by the 1974 Plan of a disclosure statement and other solicitation materials that have been approved by the Bankruptcy Court as complying with section 1126(b) of the Bankruptcy Code, to the extent solicited, timely vote or cause or direct to be voted the Claim in favor of the Plan or any Permitted Plan by delivering its duly executed and completed ballots accepting such chapter 11 plan on a timely basis following the commencement of solicitation;
(b) subject to the receipt by the 1974 Plan of a disclosure statement and other solicitation materials that have been approved by the Bankruptcy Court as complying with section 1126(b) of the Bankruptcy Code, not change or withdraw (or cause or direct to be changed or withdrawn) such vote;
(c) not take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval and consummation of the Plan or any Permitted Plan;
(d) not directly or indirectly object to, delay, impede or take any other action to materially interfere with acceptance, confirmation, consummation or implementation of the Plan or any Permitted Plan;
(e) file a statement in support of the approval of the Plan or any Permitted Plan and this Settlement Agreement; and
(f) not take any action to enforce this Settlement Agreement against any Affiliated Non-Debtor (other than the provision of a notice of Payment Default in accordance with Section 21.3) until after the 1974 Plan has first taken action to enforce this Settlement Agreement against PEC and PECs first tier domestic subsidiaries.
7. Stipulation Resolving Contested Matter . Upon the Agreement Effective Date, the Objection will deemed resolved through the implementation of this Settlement Agreement. Thereafter, the Debtors and the 1974 Plan will cause the filing of any stipulation of
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dismissal necessary to terminate the Objection (the Stipulation ). On or before three (3) business days after the Agreement Effective Date, the Reorganized Debtors shall file the Stipulation with the Bankruptcy Court.
8. Mutual Releases .
a) | Except for the rights and obligations either arising from or expressly reserved in this Settlement Agreement, the 1974 Plan, on behalf of itself and its respective representatives, successors, and assigns (the 1974 Plan Releasors ) discharges and releases the Debtors, the Reorganized Debtors, Metropolitan Collieries Pty Ltd, Helensburgh Coal Pty Ltd, the Affiliated Non-Debtors and their respective affiliates, parents and subsidiaries, and each of their principals, shareholders, directors, officers, members, employees, professionals, insurers, representatives and agents, from any and all claims, damages, causes of actions, judgments, obligations, attorneys fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that the 1974 Plan Releasors now have or may have had, or thereafter claim to have, from the beginning of time through the date of this Settlement Agreement related to the Demand and/or the Claim. |
b) | Except for the rights and obligations either arising from or expressly reserved in this Settlement Agreement, the Debtors, the Reorganized Debtors, Metropolitan Collieries Pty Ltd, Helensburgh Coal Pty Ltd, and the Affiliated Non-Debtors on behalf of themselves and their respective representatives, successors, and assigns (the Affiliated Releasors ) discharge and release the 1974 Plan and its respective affiliates, parents and subsidiaries, trustees, principals, shareholders, directors, officers, members, employees, professionals, insurers, beneficiaries, representatives and agents, from any and all claims, damages, causes of actions, judgments, obligations, attorneys fees, indemnities, subrogations, duties, contracts, liens, demands, controversies and liabilities of any and every nature at law or in equity, liquidated or unliquidated, known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, foreseeable or unforeseeable that the Affiliated Releasors now have or may have had, or thereafter claim to have, from the beginning of time through the date of this Settlement Agreement related to the Demand and/or the Claim. |
9. Non-Disparagement . The Parties, including their respective officers, employees, agents, and representatives, hereby agree:
9.1. That, other than what is necessary and appropriate for inclusion in formal court submissions in conjunction with seeking court approval of this Settlement Agreement, they will not make or cause or encourage others to make statements, written or oral defaming, disparaging
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or criticizing the reputation, practices or conduct of the other Parties or its present or former directors, officers, employees or agents in relation to the matters encompassed by this Settlement Agreement or any matter, transaction or activity related thereto. It is understood, however, that a Partys reference to the Claim (and any attachments filed therewith) or the Motion for Relief From the Automatic Stay [Dkt No. 1338] (and any attachments filed therewith) is not a breach of this Section 9. Notwithstanding the previous sentence, a Partys entire statement is not automatically shielded from this Section 9 merely because the statement refers to the Claim or Motion for Relief From the Automatic Stay.
9.2. That they will not materially encourage or materially assist any other person or entity in developing, commencing, maintaining or prosecuting any claims or causes of action against the other Parties or such other Parties present or former directors, officers, employees or agents relating in any way to the matters encompassed by this Settlement Agreement or any matter, transaction or activity related thereto.
9.3. That this Section 9 of this Settlement Agreement shall not apply to circumstances in which a Party is compelled to provide information in response to legal process that it has not solicited, in the form of regulatory request or demand, deposition, subpoena or similar process, provided such Party shall provide the other Parties with prompt written notice under Section 22 of this Settlement Agreement of any such event so that the other Parties shall have the opportunity to oppose or otherwise contest any such process, at no cost to the Party receiving such process.
10. No Collective Bargaining Agreement . The Debtors and the Affiliated Non-Debtors entry into this Settlement Agreement shall not cause any of the Debtors, the Reorganized Debtors or the Affiliated Non-Debtors to be deemed a party to any collective bargaining agreement with the United Mine Workers of America ( UMWA ) or any UMWA-represented employee or create any collective bargaining relationship between the Debtors, the Reorganized Debtors or the Affiliated Non-Debtors and the UMWA or any employees represented by the UMWA for any purpose under the National Labor Relations Act, the Labor Management Relations Act, or any other labor and employment laws; and nothing herein shall affect any contract or bargaining relationship with the UMWA that may otherwise exist without regard to this Settlement Agreement.
11. Authority . The Debtors and the 1974 Plan each represent that the person executing this Settlement Agreement on their behalf has the full authority and power to execute for and bind such Party to the terms hereof. PAH represents that the person executing this Settlement Agreement has the full authority and power to execute for and bind the Affiliated Non-Debtors to the terms hereof, and to bind Metropolitan Collieries Pty Ltd and Helensburgh Coal Pty Ltd to the terms of Section 8 hereof.
12. Entire Agreement, Modification, Amendment, or Supplement . This Settlement Agreement, together with the terms of the Plan or any Permitted Plan shall constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all previous agreements, promises, representations, understandings and negotiations whether written or oral. No modification, amendment, supplement to or waiver of this Settlement Agreement shall be binding upon the Parties hereto unless made in writing and duly signed by
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the Parties to this Settlement Agreement. Each Party represents that it has reviewed the terms of the Settlement Agreement and hereby acknowledges its intent to be bound by the terms of each of the same.
13. Binding Agreement . This Settlement Agreement shall inure to the benefit of and be binding upon the signatories hereto and their respective legal representatives, successors and assigns. PAH holds any releases or any other covenants made in favor of any entity that is not a Party and that may have the benefit of any such release or covenant (including Metropolitan Collieries Pty Ltd and Helensburgh Coal Pty Ltd) on trust for and on behalf of and for the benefit of such entity.
14. Governing Law . This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without regard to choice of law rules.
15. Counterparts . This Settlement Agreement may be executed in multiple counterparts, all of which together shall constitute one and the same instrument.
16. Voluntary Execution . Each of the Parties to this Settlement Agreement, and each person executing this Settlement Agreement on behalf of a Party hereto, represents and warrants that the signatory is duly authorized to execute this Settlement Agreement on the Partys behalf, and that the Party is fully bound under the law of its domicile to the terms hereof. Each of the Parties to this Settlement Agreement acknowledges that it is executing this Settlement Agreement voluntarily and of its own free will, and that it fully understands the terms of this Settlement Agreement. Each such Party further acknowledges that it has had an opportunity to review all of the terms of this Settlement Agreement fully and to discuss its terms with its legal counsel prior to its execution.
17. No Admission of Fault or Liability . This Settlement Agreement shall not be construed or deemed to be an admission or concession by any signatory hereto of any jurisdiction, claim, fault, liability or damages whatsoever.
18. No Assignment of Claim . The signatories hereto represent and warrant that they have not previously assigned or purported to assign or to transfer to any person or entity any of the claims herein settled, released or waived.
19. Fees and Expenses . Each signatory hereto shall be responsible for their own fees and expenses in connection with this Settlement Agreement.
20. No Waiver . No failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Settlement Agreement shall impair such right or remedy or be construed as a waiver or variation of it or preclude its exercise at any subsequent time, and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
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21. Default and Remedies for Breach .
21.1. The Parties acknowledge and agree that a breach of the provisions of this Settlement Agreement by any Party would cause irreparable damage to the others and that such others would not have an adequate remedy at law for such damage. Therefore, the obligations set forth in this Settlement Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that the signatories hereto may have under this Settlement Agreement or otherwise.
21.2. The failure of the Reorganized Debtors to pay the Allowed Claim to the 1974 Plan, in whole or in part, in accordance with the Payment Schedule shall be deemed a Payment Default . From and after the date of any Payment Default until all amounts then due under this Settlement Agreement shall have been paid in full, interest shall accrue for each such day on all amounts then due under this Settlement Agreement at the annual rate of 6.0%, compounded monthly.
21.3. The payments listed in the Payment Schedule shall be accelerated and immediately due and payable in full on the earlier of (i) the date any Reorganized Debtor files a voluntary petition for relief under title 11 of the U.S. Code or is the subject of an order for relief as debtor in a case under title 11 of the U.S. Code and (ii) thirty (30) days after provision by the 1974 Plan of notice in accordance with Section 22 of this Settlement Agreement to the Reorganized Debtors and Affiliated Non-Debtors of a Payment Default unless such Payment Default has been cured by payment of all amounts then due under this Settlement Agreement before the expiration of the thirty (30) day period.
21.4. In the event of a Payment Default, the 1974 Plan shall comply with Section 6(f) of this Settlement Agreement before the 1974 Plan may commence proceedings against one or more of the Affiliated Non-Debtors for the payment of any unpaid portion of the Allowed Claim in a superior court of record in Australia. The relevant Affiliated Non-Debtors shall submit to the jurisdiction of the relevant Australian Court.
21.5. For the avoidance of doubt, nothing in section 21.4 shall operate or be construed to prevent, preclude, inhibit or restrict the right of any Affiliated Non-Debtor from contesting the jurisdiction of any court in Australia, the United States or elsewhere in relation to any claim made, or legal proceeding commenced or maintained, against it by the 1974 Plan (including the 1974 Plans related entities, affiliates or assignees) which is made, commenced or maintained for a purpose other than to cure the Payment Default (and any associated legal costs orders).
21.6. Each of the Parties irrevocably waives any right to jury trial that might arise in connection with an action enforcing rights under this Settlement Agreement against such Party.
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22. Notices . All notices hereunder shall be deemed given if in writing and delivered, if sent by courier or by registered or certified mail (return receipt requested) to the following addresses:
a) | If to the Debtors/Reorganized Debtors : |
A. Verona Dorch
EVP, Chief Legal Officer & Government Affairs
Peabody Energy
701 Market Street
Saint Louis, Missouri 63101
With a copy to
Miguel F. Eaton
Jones Day
51 Louisiana Ave, N.W.
Washington, D.C. 20001
b) | If to the Affiliated Non-Debtors : |
Janette Hewson
VP Government Relations & General Counsel
Peabody Energy Australia
Level 5, 100 Melbourne Street
South Brisbane Qld 4101
With a copy to
Katie Higgins
Jones Day
Aurora Place, Level 41, 88 Phillip Street
Sydney NSW 2000 Australia
c) | If to the 1974 Plan : |
Glenda Finch, General Counsel
UMWA Health and Retirement Funds
2121 K Street NW, Suite 350
Washington, DC 20037
gfinch@umwafunds.org
With a copy to
John C. Goodchild, III
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
john.goodchild@morganlewis.com
-9-
23. Drafting . This Settlement Agreement has been drafted by all Parties and shall not be construed against one or in favor of any other by reason of any presumption concerning the drafting of the Settlement Agreement.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement effective as of the date above written.
Peabody Energy Corporation, on its own behalf and on behalf of each affiliate Debtor | The United Mine Workers of America 1974 Pension Plan and Trust | |||||||||||
By: |
/s/ A. Verona Dorch |
By: |
/s/ Glenda A. Finch |
|||||||||
A. Verona Dorch | ||||||||||||
Chief Legal Officer | ||||||||||||
On: |
March 14 |
, 2017 | On: |
March 14 |
, 2017 |
Executed for and on behalf of each of Peabody Australia Holdco Pty Ltd, and each of the entities listed on Schedule 2 ACN 154 820 130:
/s/ Maria Da Conceicao de Santana March 15, 2017 |
||
Signature of director | ||
MARIA DA CONCEICAO DE SANTANA |
||
Full name of director |
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Schedule 1 152 Direct and Indirect Subsidiaries as Debtors and Debtors in Possession
Debtors Name |
Debtors Case No. |
|||||||
1. | American Land Development, LLC | 16-42535 | ||||||
2. | American Land Holdings of Colorado, LLC | 16-42540 | ||||||
3. | American Land Holdings of Illinois, LLC | 16-42600 | ||||||
4. | American Land Holdings of Indiana, LLC | 16-42546 | ||||||
5. | American Land Holdings of Kentucky, LLC | 16-42589 | ||||||
6. | American Land Holdings of New Mexico, LLC | 16-42579 | ||||||
7. | American Land Holdings of West Virginia, LLC | 16-42571 | ||||||
8. | Arid Operations, Inc. | 16-42562 | ||||||
9. | Big Ridge, Inc. | 16-42553 | ||||||
10. | Big Sky Coal Company | 16-42530 | ||||||
11. | Black Hills Mining Company, LLC | 16-42544 | ||||||
12. | BTU Western Resources, Inc. | 16-42554 | ||||||
13. | Caballo Grande, LLC | 16-42559 | ||||||
14. | Caseyville Dock Company, LLC | 16-42537 | ||||||
15. | Central States Coal Reserves of Illinois, LLC | 16-42688 | ||||||
16. | Central States Coal Reserves of Indiana, LLC | 16-42551 | ||||||
17. | Century Mineral Resources, Inc. | 16-42567 | ||||||
18. | Coal Reserve Holding Limited Liability Company No. 1 | 16-42543 | ||||||
19. | COALSALES II, LLC | 16-42570 | ||||||
20. | Colorado Yampa Coal Company, LLC | 16-42560 | ||||||
21. | Conservancy Resources, LLC | 16-42564 | ||||||
22. | Cottonwood Land Company | 16-42572 | ||||||
23. | Cyprus Creek Land Company | 16-42534 | ||||||
24. | Cyprus Creek Land Resources LLC | 16-42602 | ||||||
25. | Dyson Creek Coal Company, LLC | 16-42612 | ||||||
26. | Dyson Creek Mining Company, LLC | 16-42621 | ||||||
27. | El Segundo Coal Company, LLC | 16-42691 | ||||||
28. | Empire Land Holdings, LLC | 16-42692 | ||||||
29. | Falcon Coal Company, LLC | 16-42547 | ||||||
30. | Four Star Holdings, LLC | 16-42556 | ||||||
31. | Francisco Equipment Company, LLC | 16-42568 | ||||||
32. | Francisco Land Holdings Company, LLC | 16-42580 | ||||||
33. | Francisco Mining, LLC | 16-42591 | ||||||
34. | Gallo Finance Company, LLC | 16-42586 | ||||||
35. | Gold Fields Chile, LLC | 16-42548 | ||||||
36. | Gold Fields Mining, LLC | 16-42561 | ||||||
37. | Gold Fields Ortiz, LLC | 16-42578 | ||||||
38. | Hayden Gulch Terminal, LLC | 16-42583 | ||||||
39. | Highwall Mining Services Company | 16-42588 | ||||||
40. | Hillside Recreational Lands, LLC | 16-42594 | ||||||
41. | HMC Mining, LLC | 16-42566 | ||||||
42. | Illinois Land Holdings, LLC | 16-42599 | ||||||
43. | Independence Material Handling, LLC | 16-42606 | ||||||
44. | James River Coal Terminal, LLC | 16-42569 | ||||||
45. | Juniper Coal Company, LLC | 16-42577 | ||||||
46. | Kayenta Mobile Home Park, Inc. | 16-42607 | ||||||
47. | Kentucky Syngas, LLC | 16-42618 | ||||||
48. | Kentucky United Coal, LLC | 16-42573 |
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Debtors Name |
Debtors Case No. |
|||||
49. | Lively Grove Energy, LLC | 16-42595 | ||||
50. | Marigold Electricity, LLC | 16-42628 | ||||
51. | Midco Supply and Equipment Corporation | 16-42585 | ||||
52. | Midwest Coal Acquisition Corp. | 16-42576 | ||||
53. | Midwest Coal Reserves of Illinois, LLC | 16-42597 | ||||
54. | Midwest Coal Reserves of Indiana, LLC | 16-42611 | ||||
55. | Midwest Coal Reserves of Kentucky, LLC | 16-42620 | ||||
56. | Moffat County Mining, LLC | 16-42636 | ||||
57. | Mustang Energy Company, LLC | 16-42657 | ||||
58. | New Mexico Coal Resources, LLC | 16-42647 | ||||
59. | NM Equipment Company, LLC | 16-42582 | ||||
60. | Pacific Export Resources, LLC | 16-42598 | ||||
61. | Peabody America, LLC | 16-42609 | ||||
62. | Peabody Archveyor, L.L.C. | 16-42623 | ||||
63. | Peabody Arclar Mining, LLC | 16-42545 | ||||
64. | Peabody Asset Holdings, LLC | 16-42555 | ||||
65. | Peabody Bear Run Mining, LLC | 16-42565 | ||||
66. | Peabody Bear Run Services, LLC | 16-42574 | ||||
67. | Peabody Caballo Mining, LLC | 16-42533 | ||||
68. | Peabody Cardinal Gasification, LLC | 16-42542 | ||||
69. | Peabody China, LLC | 16-42552 | ||||
70. | Peabody Coalsales, LLC | 16-42539 | ||||
71. | Peabody COALTRADE International (CTI), LLC | 16-42590 | ||||
72. | Peabody COALTRADE, LLC | 16-42575 | ||||
73. | Peabody Colorado Operations, LLC | 16-42563 | ||||
74. | Peabody Colorado Services, LLC | 16-42531 | ||||
75. | Peabody Coulterville Mining, LLC | 16-42550 | ||||
76. | Peabody Development Company, LLC | 16-42558 | ||||
77. | Peabody Electricity, LLC | 16-42532 | ||||
78. | Peabody Employment Services, LLC | 16-42538 | ||||
79. | Peabody Energy Generation Holding Company | 16-42656 | ||||
80. | Peabody Energy Investments, Inc. | 16-42642 | ||||
81. | Peabody Energy Solutions, Inc. | 16-42632 | ||||
82. | Peabody Gateway North Mining, LLC | 16-42624 | ||||
83. | Peabody Gateway Services, LLC | 16-42581 | ||||
84. | Peabody Holding Company, LLC | 16-42592 | ||||
85. | Peabody Holdings (Gibraltar) Limited | 16-42604 | ||||
86. | Peabody IC Funding Corporation | 16-42615 | ||||
87. | Peabody IC Holdings, LLC | 16-42601 | ||||
88. | Peabody Illinois Services, LLC | 16-42610 | ||||
89. | Peabody Indiana Services, LLC | 16-42619 | ||||
90. | Peabody International Investments, Inc. | 16-42536 | ||||
91. | Peabody International Services, Inc. | 16-42541 | ||||
92. | Peabody Investments Corp. | 16-42549 | ||||
93. | Peabody Magnolia Grove Holdings, LLC | 16-42587 | ||||
94. | Peabody Midwest Management Services, LLC | 16-42593 | ||||
95. | Peabody Midwest Mining, LLC | 16-42667 | ||||
96. | Peabody Midwest Operations, LLC | 16-42660 | ||||
97. | Peabody Midwest Services, LLC | 16-42608 | ||||
98. | Peabody Mongolia, LLC | 16-42617 |
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Debtors Name |
Debtors Case No. |
|||||||
99. | Peabody Natural Gas, LLC | 16-42626 | ||||||
100. | Peabody Natural Resources Company | 16-42634 | ||||||
101. | Peabody New Mexico Services, LLC | 16-42646 | ||||||
102. | Peabody Operations Holding, LLC | 16-42678 | ||||||
103. | Peabody Powder River Mining, LLC | 16-42666 | ||||||
104. | Peabody Powder River Operations, LLC | 16-42676 | ||||||
105. | Peabody Powder River Services, LLC | 16-42613 | ||||||
106. | Peabody PowerTree Investments, LLC | 16-42596 | ||||||
107. | Peabody Recreational Lands, L.L.C. | 16-42605 | ||||||
108. | Peabody Rocky Mountain Management Services, LLC | 16-42603 | ||||||
109. | Peabody Rocky Mountain Services, LLC | 16-42616 | ||||||
110. | Peabody Sage Creek Mining, LLC | 16-42625 | ||||||
111. | Peabody School Creek Mining, LLC | 16-42633 | ||||||
112. | Peabody Services Holdings, LLC | 16-42645 | ||||||
113. | Peabody Southwest, LLC | 16-42631 | ||||||
114. | Peabody Southwestern Coal Company, LLC | 16-42641 | ||||||
115. | Peabody Terminal Holding Company, LLC | 16-42650 | ||||||
116. | Peabody Terminals, LLC | 16-42614 | ||||||
117. | Peabody Trout Creek Reservoir LLC | 16-42622 | ||||||
118. | Peabody Twentymile Mining, LLC | 16-42627 | ||||||
119. | Peabody Venezuela Coal Corp. | 16-42651 | ||||||
120. | Peabody Venture Fund, LLC | 16-42637 | ||||||
121. | Peabody-Waterside Development, L.L.C. | 16-42662 | ||||||
122. | Peabody Western Coal Company | 16-42644 | ||||||
123. | Peabody Wild Boar Mining, LLC | 16-42672 | ||||||
124. | Peabody Wild Boar Services, LLC | 16-42677 | ||||||
125. | Peabody Williams Fork Mining, LLC | 16-42630 | ||||||
126. | Peabody Wyoming Gas, LLC | 16-42640 | ||||||
127. | Peabody Wyoming Services, LLC | 16-42653 | ||||||
128. | PEC Equipment Company, LLC | 16-42673 | ||||||
129. | PG INVESTMENTS SIX, L.L.C. | 16-42638 | ||||||
130. | Point Pleasant Dock Company, LLC | 16-42655 | ||||||
131. | Pond River Land Company | 16-42629 | ||||||
132. | Porcupine Production, LLC | 16-42648 | ||||||
133. | Porcupine Transportation, LLC | 16-42665 | ||||||
134. | Riverview Terminal Company | 16-42664 | ||||||
135. | Sage Creek Holdings, LLC | 16-42670 | ||||||
136. | Sage Creek Land & Reserves, LLC | 16-42635 | ||||||
137. | School Creek Coal Resources, LLC | 16-42643 | ||||||
138. | Seneca Coal Company, LLC | 16-42652 | ||||||
139. | Seneca Property, LLC | 16-42659 | ||||||
140. | Shoshone Coal Corporation | 16-42668 | ||||||
141. | Southwest Coal Holdings, LLC | 16-42674 | ||||||
142. | Star Lake Energy Company, L.L.C. | 16-42639 | ||||||
143. | Sugar Camp Properties, LLC | 16-42649 | ||||||
144. | Thoroughbred Generating Company, L.L.C. | 16-42679 | ||||||
145. | Thoroughbred Mining Company LLC. | 16-42680 | ||||||
146. | Twentymile Coal, LLC | 16-42669 | ||||||
147. | Twentymile Equipment Company, LLC | 16-42675 | ||||||
148. | Twentymile Holdings, LLC | 16-42654 |
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Debtors Name |
Debtors Case No. |
|||||
149. | United Minerals Company, LLC | 16-42663 | ||||
150. | West Roundup Resources, LLC | 16-42671 | ||||
151. | Wild Boar Equipment Company, LLC | 16-42658 | ||||
152. | Wild Boar Land Holdings Company, LLC | 16-42661 |
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Schedule 2 List of Affiliated Non-Debtors
Peabody Entity |
||||
1. | Peabody Acquisition Co. No. 5 Pty Ltd | |||
2. | Peabody Australia Intermediate Pty Ltd | |||
3. | Peabody Energy Australia Pty Ltd | |||
4. | Peabody MCC Holdco Pty Ltd | |||
5. | Peabody Acquisition Co. No. 2 Pty Ltd | |||
6. | Peabody Acquisition Coöperatie U.A. The Netherlands | |||
7. | Peabody AMBV2 B.V. The Netherlands | |||
8. | PEAMCoal Holdings Pty Ltd | |||
9. | PEAMCoal Pty Ltd | |||
10. | Peabody Energy Australia PCI Pty Ltd | |||
11. | Peabody Olive Downs Pty Ltd | |||
12. | Peabody Capricorn Pty Ltd | |||
13. | Peabody West Burton Pty Ltd | |||
14. | Peabody BB Interests Pty Ltd | |||
15. | Peabody Moorvale West Pty Ltd | |||
16. | Peabody West Walker Pty Ltd | |||
17. | Peabody West Rolleston Pty Ltd | |||
18. | Peabody Custom Mining Pty Ltd | |||
19. | Peabody Energy Australia PCI Equipment Pty Ltd | |||
20. | Peabody Energy Australia PCI Mine Management Pty Ltd | |||
21. | Peabody Moorvale Pty Ltd | |||
22. | Peabody Coppabella Pty Ltd |
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Peabody Entity |
||
23. | Peabody Energy Australia PCI Rush Pty Ltd | |
24. | Peabody Budjero Holdings Pty Ltd | |
25. | Peabody Budjero Pty Ltd | |
26. | Peabody Energy Australia PCI (Berrigurra) Pty Ltd | |
27. | Peabody Australia Mining Pty Ltd | |
28. | Peabody Energy Australia Coal Pty Ltd | |
29. | Peabody COALSALES Australia Pty Ltd | |
30. | Peabody COALTRADE Australia Pty Ltd | |
31. | Peabody Pastoral Holdings Pty Ltd | |
32. | Peabody (Kogan Creek) Pty Ltd | |
33. | Peabody (Wilkie Creek) Pty Ltd | |
34. | Peabody CHPP Pty Ltd | |
35. | Peabody (Bowen) Pty Ltd | |
36. | North Goonyella Coal Mines Pty Ltd | |
37. | Peabody (Burton Coal) Pty Ltd | |
38. | Burton Coal Pty Ltd | |
39. | Millennium Coal Pty Ltd | |
40. | Wilpinjong Pty Ltd | |
41. | Excel Equities International Pty Ltd | |
42. | Wambo Coal Pty Ltd | |
43. | North Wambo Pty Ltd | |
44. | Wambo Coal Terminal Pty Ltd | |
45. | Wambo Open Cut Pty Ltd |
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Peabody Entity |
||
46. | Peabody Coaltrade Asia Private Ltd | |
47. | Peabody Global Services Pte. Ltd Singapore | |
48. | Peabody Investment & Development Business Services Beijing Co., Ltd China | |
49. | Peabody COALSALES Pacific Pty Ltd |
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Exhibit 99.1
|
News Release | |||
CONTACT: Beth Sutton 928.221.6792 |
FOR IMMEDIATE RELEASE
March 15, 2017
PEABODY ANNOUNCES CHANGES TO EXECUTIVE LEADERSHIP TEAM
ST. LOUIS, March 15 Peabody Energy announced today that Charles Meintjes has been named to the new position of Executive Vice President Corporate Services and Chief Commercial Officer. George Schuller Jr. will succeed Meintjes as Peabody Energy President Australia. Both positions will report to President and Chief Executive Officer Glenn Kellow as part of a six-member executive leadership team.
Meintjes will have executive responsibility for Sales and Marketing, Corporate Development, Information Technology, Peabody Business Services, Technical Services, and Coal Generation and Emissions Technology. He also will have temporary oversight of the Human Resources areas, which includes global travel, aviation, security and corporate office services and has been under interim leadership. The role is effective post-emergence from Chapter 11, and Meintjes will return to St. Louis to Peabodys global headquarters.
Charles is a skilled Peabody leader with extensive mining and management experience on three continents over multiple decades, said Peabody Energy President and Chief Executive Officer Glenn Kellow. This executive role is aimed at unlocking greater competitiveness through an emphasis on synergies from several dimensions commercial, portfolio, technology, technical and people.
With extensive senior management, operational, continuous improvement and technology experience, Meintjes joined Peabody in 2007. In addition to serving as President of Australian Operations and Acting President of the Americas, he has led technical functions, large re-engineering programs, information technology system implementations and large industrial construction projects. Meintjes holds dual Bachelor of Commerce degrees in accounting from Rand Afrikaans University and the University of South Africa. He is a Chartered Accountant in South Africa, and completed the advanced management program at the University of Pennsylvanias Wharton School of Business.
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Schuller will have executive responsibility for Peabodys Australia operating platform, which includes overseeing the areas of health and safety, operations, sales and marketing, product delivery and support functions. Schuller has more than three decades of experience with Peabody in senior management roles in both surface and underground operations in the United States and Australia, most recently serving as Chief Operating Officer for Australia, a position he held nearly four years. His experience also includes global roles in Continuous Improvement and Technical Services. The company does not intend to replace the Australian COO position.
George is uniquely suited to serve as President of our Australia business unit given his knowledge of the platform and extensive expertise in all facets of operations, said Kellow. I am pleased to welcome him to this role and look forward to new contributions from him and the team.
Schuller has a bachelors degree in Engineering Mining from West Virginia University and a Masters of Business Administration from the University of Charleston.
Peabody Energy is the worlds largest private-sector coal company and a Fortune 500 company. The company serves metallurgical and thermal coal customers in 25 countries on six continents.
-End-