[8-K] PEABODY ENERGY CORP Reports Material Event
Rhea-AI Filing Summary
Peabody Energy Corporation has overhauled its surety and collateral structure. Its Australian subsidiaries entered new Australian Dollar-denominated surety bond facilities totaling A$700,000,000 in commitments with Liberty Mutual and Swiss Re, secured by substantially all assets of the participating entities and maturing on June 12, 2031. These facilities are intended to replace existing 100% cash‑collateralized programs for Australian reclamation obligations.
Peabody also amended its revolving credit facility to permit the new Australian surety arrangements and terminated its 2020 Transaction Support Agreement and related 2022 collateral security agreement with surety providers. According to the company, the new U.S. and Australian surety arrangements are expected to reduce total reclamation collateral requirements, eliminate a minimum liquidity covenant, and increase liquidity to support balance sheet strength, disciplined capital allocation, and shareholder returns.
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Insights
Peabody replaces cash collateral with A$700M surety capacity, easing constraints.
Peabody has secured A$700,000,000 of new Australian surety bond facilities backed by operating assets and aligned its revolving credit facility to accommodate them. These arrangements support reclamation obligations while shifting away from fully cash‑collateralized structures that tied up liquidity.
Management states that terminating the 2020 Transaction Support Agreement and related collateral agreement will reduce total reclamation collateral requirements and remove a minimum liquidity covenant. If executed as described, this structure should leave more cash available for Peabody’s stated priorities of balance sheet strength, disciplined capital allocation, and shareholder returns.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Australian Surety Bond Facilities
On June 12, 2026, Peabody Australia Holdco Pty Ltd, Wilpinjong Coal Pty Ltd and certain of their respective Australian subsidiaries (collectively, the “Australian Surety Bond Facility Obligors”), each a subsidiary of Peabody Energy Corporation (the “Company” or “Peabody”), established new Australian Dollar-denominated surety bond facilities with an aggregate combined principal amount of A$700,000,000 in commitments by entering into (i) that certain Surety Bond Facility Agreement, dated as of June 12, 2026 (the “Liberty Surety Bond Facility”), by and among the Australian Surety Bond Facility Obligors and Liberty Mutual Insurance Company, Australia Branch, incorporated in Massachusetts, USA (the liability of the members is limited), trading as Liberty, and (ii) that certain Surety Bond Facility Agreement, dated as of June 12, 2026 (the “Credeq Surety Bond Facility” and, together with the Liberty Surety Bond Facility, the “Australian Surety Bond Facilities”), by and among the Australian Surety Bond Facility Obligors and Swiss Re International SE. The Australian Surety Bond Facilities have been established to, among other things, establish a reclamation bonding facility to replace the Australian Surety Bond Facility Obligors’ existing 100% cash collateralized programs.
The surety bond commitments established under the Australian Surety Bond Facilities terminate on June 12, 2031 (the “Maturity Date”). Surety bonds issued under the Australian Surety Bond Facilities (“Surety Bonds”) may be issued with or without an expiration date, but any Surety Bond that does not have an expiration date or that has an expiration date occurring after the Maturity Date, must be repaid, prepaid in full or otherwise satisfied on or prior to the Maturity Date.
The Australian Surety Bond Facilities contain customary covenants that, among other things and subject to certain exceptions (including compliance with financial ratios), may limit the Australian Surety Bond Facility Obligors and their respective subsidiaries’ ability to incur additional financial indebtedness, make certain distributions or loans, sell or otherwise dispose of assets, enter into certain affiliate transactions, create or incur liens, and enter into mergers or other significant corporate transactions. The Australian Surety Bond Facilities are secured by substantially all of the assets of the Australian Surety Bond Facility Obligors.
The description of the Australian Surety Bond Facilities contained herein is qualified in its entirety by reference to the text of the Liberty Surety Bond Facility and the Credeq Surety Bond Facility, as applicable, filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Revolving Credit Facility Amendment
On June 9, 2026, the Company entered into that certain Amendment No. 2, dated as of June 9, 2026 (the “Revolving Credit Facility Amendment”), with PNC Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto (such lenders, the “Consenting Lenders”), which amends that certain Credit Agreement by and among the Company, as borrower, certain subsidiaries of the Company party thereto, the Agent and the lenders party thereto.
Pursuant to the Revolving Credit Facility Amendment, the Company, the Agent and the Consenting Lenders, among other things, made certain changes to permit the Australian Surety Bond Facilities, including the incurrence of indebtedness and liens by the Australian Surety Bond Facility Obligors thereunder.
The description of the Revolving Credit Facility Amendment contained herein is qualified in its entirety by reference to the text of the Revolving Credit Facility Amendment filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
On June 12, 2026, the Company terminated that certain Transaction Support Agreement and Surety Resolution Term Sheet, each dated as of November 6, 2020 (as amended, supplemented or otherwise modified to the date hereof, the “TSA”), by and among the Company, certain subsidiaries of the Company party thereto and certain providers of its surety program (collectively, the “Sureties”). In connection with the termination of the TSA, on June 12, 2026, the Company terminated that certain Collateral Agency and Security Agreement, dated as of May 3, 2022 (as amended, supplemented or otherwise modified to the date hereof, the “TSA Security Agreement”), by and
among the Company, certain subsidiaries of the Company party thereto, the Sureties party thereto and Bank of New York Mellon Trust Company, N.A., as collateral agent (the “TSA Collateral Agent”). All obligations of the Company to the Sureties and the TSA Collateral Agent, as applicable, under the TSA and the TSA Security Agreement have been satisfied. The termination of the TSA allows for the overall reduction of collateral pledged to the Sureties.
| Item 7.01. | Regulation FD Disclosure. |
On June 15, 2026, the Company issued a press release announcing the Australian Surety Bond Facilities and the termination of the TSA. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained herein, including Exhibit 99.1, 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 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 this information will not be deemed an admission as to the materiality of any information contained herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1*† |
Surety Bond Facility Agreement, dated as of June 12, 2026, by and among Peabody Australia Holdco Pty Ltd, Wilpinjong Coal Pty Ltd, certain of their respective Australian subsidiaries and Liberty Mutual Insurance Company, Australia Branch, trading as Liberty Specialty Markets, as the surety. | |
| 10.2*† |
Surety Bond Facility Agreement, dated as of June 12, 2026, among Peabody Australia Holdco Pty Ltd, Wilpinjong Coal Pty Ltd, certain of their respective Australian subsidiaries and Swiss Re International SE, as the surety. | |
| 10.3 |
Amendment No. 2, dated as of June 9, 2026, by and among Peabody Energy Corporation, PNC Bank, National Association, as administrative agent, and the lenders party thereto. | |
| 99.1 |
Press Release of Peabody Energy Corporation dated June 15, 2026. | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain schedules and exhibits have been omitted pursuant to Regulation S-K, Item 601(a)(5). The Company will furnish a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request. |
| † | Certain portions of this exhibit have been redacted pursuant to Regulation S-K, Item 601(a)(6) and Item 601(b)(10)(iv). The Company will furnish a copy of the omitted information to the Securities and Exchange Commission upon request. |
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 | ||||||
| June 15, 2026 | By: | /s/ Scott T. Jarboe | ||||
| Name: | Scott T. Jarboe | |||||
| Title: | Chief Administrative Officer and Corporate Secretary | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Peabody Announces New Surety Arrangements in the U.S. and Australia
ST. LOUIS, June 15, 2026 — Peabody (NYSE: BTU) today announced that it has terminated the 2020 Transaction Support Agreement (as amended) with its surety providers and entered standard indemnification agreements to support its U.S. reclamation obligations. The company also has established asset-backed surety facilities to support its Australian reclamation obligations, replacing cash-backed bank guarantees and cash deposited directly with regulatory authorities.
Combined, these transactions are expected to reduce total reclamation collateral requirements and eliminate a minimum liquidity covenant, while maintaining an industry leading and well-collateralized global bonding program.
“These changes, along with the successful recent refinancing of the company’s 2028 convertible notes, continue to enhance Peabody’s financial strength and flexibility,” said Executive Vice President and Chief Financial Officer Mark Spurbeck. “The additional liquidity afforded by the new surety arrangements allows the company to continue its multi-pronged strategy of balance sheet strength, disciplined capital allocation, and shareholder returns.”
Peabody is a leading global coal producer, providing essential products for the production of affordable, reliable energy and steel. For further information, visit www.peabodyenergy.com/.
CONTACT:
ir@peabodyenergy.com
Forward-Looking Statements
This press release 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, including statements regarding the notes being offered and the capped call transactions, the completion of the proposed offering and the capped call transactions and the intended use of the proceeds. 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. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Peabody’s common stock and risks relating to Peabody’s business, including those described in Peabody’s most recent Annual Report on Form 10-K and in other periodic reports that Peabody files from time to time with the SEC. Peabody may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. 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.
SOURCE Peabody