Long-term Debt

The Company’s total indebtedness as of December 31, 2017 and 2016 consisted of the following:



	Successor			Predecessor
	December 31, 2017			December 31, 2016
	(Dollars in millions)
6.00% Senior Secured Notes due March 2022	$	500.0		$	—
6.375% Senior Secured Notes due March 2025	500.0			—
Senior Secured Term Loan due 2022, net of original issue discount	444.2			—
2013 Revolver	—			1,558.1
2013 Term Loan Facility due September 2020	—			1,162.3
6.00% Senior Notes due November 2018	—			1,518.8
6.50% Senior Notes due September 2020	—			650.0
6.25% Senior Notes due November 2021	—			1,339.6
10.00% Senior Secured Second Lien Notes due March 2022	—			979.4
7.875% Senior Notes due November 2026	—			247.8
Convertible Junior Subordinated Debentures due December 2066	—			386.1
Capital lease and other obligations	76.0			20.1
Less: Debt issuance costs	(59.4		)	(70.8		)
	1,460.8			7,791.4
Less: Current portion of long-term debt	42.1			20.2
Less: Liabilities subject to compromise	—			7,771.2
Long-term debt	$	1,418.7		$	—

As more fully described in Note 2. “Emergence from the Chapter 11 Cases and Fresh Start Reporting”, on the Effective Date, all of the debt instruments associated with the Predecessor indebtedness included in the above table, with the exception of “Capital lease and other obligations”, were canceled and the debt obligations discharged. In accordance with the Plan, the Company was concurrently recapitalized with new debt and equity instruments, including the 6.000% Senior Secured Notes due March 2022, the 6.375% Senior Secured Notes due March 2025, and the Senior Secured Term Loan due 2022, included with the Successor obligations in the above table.

In connection with the Chapter 11 Cases, the Company was required to pay monthly adequate protection payments to certain first lien creditors in accordance with the rates defined in its existing prepetition credit facility which included the 2013 Revolver and the 2013 Term Loan Facility due September 2020. The adequate protection payments were recorded as “Interest expense” in the consolidated statement of operations, which totaled $29.8 million during the Predecessor period January 1 through April 1, 2017.

For the remaining non-first lien Predecessor indebtedness included in the table above, with the exception of capital lease and other obligations, the Company did not record interest expense subsequent to the filing of the Bankruptcy Petitions. The amount of contractual interest for such obligations which was automatically stayed in accordance with Section 502(b)(2) of the Bankruptcy Code was $92.9 million for the period January 1, 2017 through the Effective Date.

6.00% and 6.375% Senior Secured Notes (collectively, the Successor Notes)

The Successor Notes were issued at par value. The Company paid aggregate debt issuance costs of $49.5 million related to the offering, which will be amortized over the respective terms of the Successor Notes.

Interest payments on the Successor Notes are scheduled to occur each year on March 31st and September 30th until maturity. During the Successor period April 2 through December 31, 2017, the Company recorded interest expense of $45.7 million related to the Successor Notes.

The Company may redeem the 6.00% Senior Secured Notes due March 2022, in whole or in part, beginning in 2019 at 103.0% of par, in 2020 at 101.5% of par and in 2021 and thereafter at par. The 6.375% Senior Secured Notes due March 2025 may be redeemed, in whole or in part, beginning in 2020 at 104.8% of par, in 2021 at 103.2% of par, in 2022 at 101.6% of par and in 2023 and thereafter at par. In addition, prior to the first date on which the Successor Notes are redeemable at the redemption prices noted above, the Company may also redeem some or all of the Successor Notes at a calculated make-whole premium, plus accrued and unpaid interest.

The indenture underlying the Successor Notes (Indenture) contains customary conditions of default and imposes certain restrictions on the Company’s activities, including its ability to incur debt, incur liens, make investments, engage in fundamental changes such as mergers and dissolutions, dispose of assets, enter into transactions with affiliates and make certain restricted payments, such as cash dividends and share repurchases.

The Successor Notes rank senior in right of payment to any subordinated indebtedness and equally in right of payment with any senior indebtedness to the extent of the collateral securing that indebtedness. The Successor Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by substantially all of the Company’s material domestic subsidiaries and secured by first priority liens over (1) substantially all of the assets of the Company and the guarantors, except for certain excluded assets, (2) 100% of the capital stock of each domestic restricted subsidiary of the Company, (3) 100% of the non-voting capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company and no more than 65% of the voting capital stock of each first tier foreign subsidiary of the Company or a foreign subsidiary holding company, (4) a legal charge of 65% of the voting capital stock and 100% of the non-voting capital stock of Peabody Investments (Gibraltar) Limited and (5) all intercompany debt owed to the Company or any guarantor, in each case, subject to certain exceptions. The obligations under the Successor Notes are secured on a pari passu basis by the same collateral securing the Successor Credit Agreement, subject to certain exceptions.

Successor Credit Agreement

Following the prepayments described below, the Successor Credit Agreement provides for a $450.0 million first lien senior secured term loan (the Senior Secured Term Loan), which currently bears interest at LIBOR plus 3.50% per annum with a 1.00% LIBOR floor. During the Successor period April 2 through December 31, 2017, the Company recorded interest expense of $34.9 million related to the Senior Secured Term Loan.

Proceeds from the Senior Secured Term Loan were received net of an original issue discount and deferred financing costs of $37.3 million that will be amortized over its five-year term. The loan principal is due in March 2022. The loan principal is voluntarily prepayable at 101% of the principal amount repaid if voluntarily prepaid prior to March 18, 2018 (subject to certain exceptions, including prepayments made with internally generated cash) and is voluntarily prepayable at any time thereafter without premium or penalty. The Senior Secured Term Loan may require mandatory principal prepayments of 75% of Excess Cash Flow (as defined in the Successor Credit Agreement) for any fiscal year (commencing with the fiscal year ended December 31, 2018). The mandatory principal prepayment requirement is (i) 50% of Excess Cash Flow if the Company’s Total Leverage Ratio (as defined in the Successor Credit Agreement and calculated as of December 31) is less than or equal to 2.00:1.00 and greater than 1.50:1.00, (ii) 25% of Excess Cash Flow if the Company’s Total Leverage Ratio is less than or equal to 1.50:1.00 and greater than 1.00:1.00, or (iii) zero if the Company’s Total Leverage Ratio is less than or equal to 1.00:1.00. If required, mandatory prepayments resulting from Excess Cash Flows are payable within 100 days after the end of each fiscal year. In certain circumstances, the Senior Secured Term Loan also requires that Excess Proceeds (as defined in the Successor Credit Agreement) of $10.0 million or greater from sales of Company assets be applied against the loan principal, unless such proceeds are reinvested within one year.

Under the Successor Credit Agreement, the Company’s annual capital expenditures are limited to $220.0 million, $250.0 million, $250.0 million, and $300.0 million from 2018 through 2021, respectively, subject to certain carryforward, carryback and other provisions. The agreement contains customary conditions of default and imposes certain restrictions on the Company’s activities, including its ability to incur liens, incur debt, make investments, engage in fundamental changes such as mergers and dissolutions, dispose of assets, enter into transactions with affiliates, and make certain restricted payments, such as cash dividends and share repurchases.

Obligations under the Successor Credit Agreement are secured on a pari passu basis by the same collateral securing the Successor Notes.

The Company voluntarily prepaid $500.0 million of the original $950.0 loan principal amount on the Senior Secured Term Loan in $150.0 million installments on July 31, 2017 and September 11, 2017 and a $200.0 million installment on December 29, 2017. On September 18, 2017, the Company entered into an amendment to the Successor Credit Agreement (the Amendment) which lowered the interest rate from LIBOR plus 4.50% per annum with a 1.00% LIBOR floor to LIBOR plus 3.50% per annum with a 1.00% LIBOR floor. The Amendment permitted the Company to add an incremental revolving credit facility in addition to the Company’s ability to add one or more incremental term loan facilities under the Successor Credit Agreement. The incremental revolving credit facility and/or incremental term loan facilities can be in an aggregate principal amount of up to $350.0 million plus additional amounts so long as the Company is below Total Leverage Ratio requirements as set forth in the Successor Credit Agreement. The Amendment also made available an additional restricted payment basket that permits additional repurchases, dividends or other distributions with respect to the Company’s Common and Preferred Stock in an aggregate amount up to $450.0 million so long as the Company’s Fixed Charge Coverage Ratio (as defined in the Successor Credit Agreement) would not exceed 2.00:1.00 on a pro forma basis.

During the fourth quarter of 2017, the Company entered into the incremental revolving credit facility (the Revolver) for an aggregate commitment of $350.0 million for general corporate purposes. The Company paid aggregate debt issuance costs of $4.7 million. The Revolver matures in November 2020 and permits loans which bear interest at LIBOR plus 3.25%. The Revolver is subject to a 2.00:1.00 Total Leverage Ratio requirement, modified to limit unrestricted cash netting to $800.0 million. Capacity under the Revolver may also be utilized for letters of credit which incur combined fees of 3.375% per annum. Unused capacity under the Revolver bears a commitment fee of 0.5% per annum. As of December 31, 2017, the Revolver had only been drawn upon for letters of credit amounting to $156.2 million. Such letters of credit were primarily in support of the Company’s reclamation obligations, as further described in Note 24. “Financial Instruments, Guarantees With Off-Balance-Sheet Risk and Other Guarantees.”

The voluntary prepayments of $500.0 million were accounted for as a partial debt extinguishment and accordingly, a pro rata portion of debt issuance costs and original issue discount of $19.0 million was charged to “Loss on early debt extinguishment” in the accompanying consolidated statements of operations during the Successor period April 2 through December 31, 2017. The Amendment was accounted for partially as a debt modification and partially as an extinguishment, the latter of which relating to certain lenders no longer participating in the Senior Secured Term Loan syndicate subsequent to the Amendment. As a result, the Company charged an additional pro rata portion of debt issuance costs and original issue discount of $1.9 million to “Loss on early debt extinguishment” in the accompanying consolidated statements of operations during the Successor period of April 2 through December 31, 2017. The Company also recorded $6.1 million of deferred financing costs paid to the remaining lenders and expensed $2.0 million of other fees associated with the Amendment to “Interest expense” in the accompanying consolidated statements of operations during the Successor period of April 2 through December 31, 2017.

Restricted Payments Under the Successor Notes and Successor Credit Agreement

In addition to the $450.0 million restricted payment basket provided for under the Amendment, the Indenture and the Successor Credit Agreement allow for $50.0 million of otherwise restricted payments. Additive to this general limit are certain “builder basket” provisions that may increase the amount of allowable restricted payments, as calculated periodically based upon the Company’s operating performance. Beginning on January 1, 2018, the payment of dividends and purchases of the Company’s Common Stock are permitted under additional provisions in the Indenture and the Successor Credit Agreement in an aggregate amount in any calendar year not to exceed $25.0 million, so long as the Company’s Total Leverage Ratio would not exceed 1.25:1.00 on a pro forma basis. During the Successor period of April 2 through December 31, 2017, the Company made repurchases of its Common Stock, as described in Note 21. “Resource Management and Other Commercial Events”.

Capital Lease Obligations

Refer to Note 14. “Leases” for additional information associated with the Company’s capital leases, which pertain to the financing of mining equipment used in operations.