Filing Details

 

 

SCHEDULE 13D

 

 

 

 

SCHEDULE 13D

 

CUSIP No.   704549203

Page 4 of 11 Pages

 

SCHEDULE 13D

 

 

 

SCHEDULE 13D

 

 

 

 

SCHEDULE 13D

 

1	NAME OF REPORTING PERSON   Nathaniel August
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 971,058
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 971,058
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 971,058
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
14	TYPE OF REPORTING PERSON IN

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common shares, par value $0.01 per share (the “Shares”), of Peabody Energy Corporation, a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on October 24, 2016 (together with this Amendment No. 1, the “Schedule 13D”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 is hereby supplemented and amended by adding the following information thereto:

On December 8, 2016, the Master Fund filed a motion in the United States Bankruptcy Court for the Eastern District of Missouri, Eastern Division (the “Bankruptcy Court”), seeking the appointment of an official committee of equity security holders (an “Equity Committee”) in the chapter 11 cases (the “Chapter 11 Cases”) of the Issuer and its affiliated debtors and debtors in possession (collectively, the “Debtors”).  A copy of the Master Fund’s motion is filed herewith as Exhibit 99.2 and incorporated herein by reference.

The Reporting Persons believe that, in light of the substantial rebound of the coal industry since the filing of the Chapter 11 Cases, holders of the Shares will see meaningful recoveries in connection with a reorganization of the Debtors if metallurgical and thermal coal prices stabilize at or around $145/ton and $77/ton or higher respectively — prices that are well below both historical averages and current prices.  The Master Fund and other holders of Shares have not been invited to participate in discussions regarding the plan of reorganization being developed by the Debtors and issues of valuation, and have not been privy to the same information as creditors, despite having requested that the Debtors provide access to that information.  The Reporting Persons believe that it is critical that the holders of the Shares be given a fair opportunity to demonstrate that they are entitled to recover on their investments and that without an Equity Committee the Issuer’s shareholders will have no means to preserve and realize the value they believe exists in the Debtors.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or make proposals with respect to, or with respect to potential changes in, the Issuer's: operations, management, certificate of incorporation and bylaws, composition of the Board, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales, businesses or assets, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may from time to time in the future express their views to and/or meet with management, the Board, other stockholders or third parties, including, potential acquirers, service providers and financing sources, and/or may formulate plans or proposals regarding the Issuer, its assets or its securities. Such possible plans or proposals may include one or more

 

plans or proposals that relate to or would result in one or more of the changes referred to herein, or any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  By order of the Bankruptcy Court, certain acquisitions and dispositions of Shares are subject to limitations, including the giving of at least 28 days’ notice to the Bankruptcy Court and the Debtors, in order to preserve the Debtors’ ability to utilize their net operating losses.  Further acquisitions or dispositions of Shares by the Reporting Persons are subject to such notice requirement and to not being objected to by the Debtors and disapproved by the Bankruptcy Court.

 

99.2	Motion of The Mangrove Partners Master Fund, Ltd. for an Order Appointing an Official Committee of Equity Security Holders, as filed in the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, on December 8, 2016.

[Signatures on following page]

 

 

 

 

 

 

 

Dated: December 8, 2016	THE MANGROVE PARTNERS MASTER FUND, LTD.
	By: MANGROVE PARTNERS,
	as Investment Manager
	By:	/s/ Nathaniel August
		Name: Nathaniel August
		Title: Director
	THE MANGROVE PARTNERS FUND, L.P.
	By: MANGROVE CAPITAL,
	as General Partner
	By:	/s/ Nathaniel August
		Name: Nathaniel August
		Title: Director
	THE MANGROVE PARTNERS FUND
	(CAYMAN), LTD.
	By: MANGROVE PARTNERS,
	as Investment Manager
	By:	/s/ Nathaniel August
		Name: Nathaniel August
		Title: Director
	MANGROVE PARTNERS
	By:	/s/ Nathaniel August
		Name: Nathaniel August
		Title: Director

 

 

 

 

	MANGROVE CAPITAL
	By:	/s/ Nathaniel August
		Name:  Nathaniel August
		Title:  Director
	/s/ Nathaniel August
	NATHANIEL AUGUST