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News Mar 15, 2015

Shearman & Sterling Advises on Peabody Energy Corporation’s $1 Billion High Yield Senior Secured Second Lien Notes Offering

Shearman & Sterling advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as representatives of the several initial purchasers in connection with Peabody Energy Corporation’s (“Peabody”) Rule 144A private placement of $1,000,000,000 aggregate principal amount of 10% Senior Secured Second Lien Notes due 2022. The notes are jointly and severally guaranteed on a senior secured basis by all of Peabody’s subsidiaries that guarantee Peabody’s obligations under its senior secured credit facility. The notes are also secured by a second-priority lien on all of the assets that secure the credit facility, including substantially all of Peabody’s US assets, 65% of the capital stock in Peabody’s first-tier foreign subsidiaries and 65% of the capital stock in Peabody Investments (Gibraltar) Limited, subject to permitted liens and other limitations.

Peabody used a portion of the net proceeds from the sale of the notes to fund its tender offer to purchase the $650 million aggregate principal amount outstanding of its 7 3/8% Senior Notes due 2016. Shearman & Sterling advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC as dealer managers on this concurrent tender offer.

Peabody, based in St. Louis, is the world’s largest private sector coal company. Peabody owns interests in 26 active coal mining operations located in the United States and Australia. Peabody also markets and brokers coal from other coal producers and trades coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the United States.

The Shearman & Sterling team included partners Jason Lehner (New York/Toronto-Capital Markets), Maura O’Sullivan (New York-Finance), Larry Crouch (Palo Alto-Tax), and Malcolm Montgomery (New York-Real Estate); counsel Jeffrey Salinger (New York-Environmental) and Jake Pratt (New York-Environmental); and associates Ana Aur (Toronto-Capital Markets), Amy Gluckman (New York-Finance), Benjamin Petersen (Palo Alto-Intellectual Property Transactions), Laura Mulry (New York-Environmental), Brett Myrick (Washington, DC-Finance), Drew Valentine (Toronto-Capital Markets), Alice Townes (Palo Alto-Tax), Joanna Enns (Toronto-Capital Markets) and Mark Langer (Palo Alto-Intellectual Property Transactions).