2016-04-25_GENERAL DOCUMENTS - C1982056 (17)

Home Browse Search

Case 16-42529 Doc 189 Filed 04/18/16 Entered 04/18/16 15:45:42 Main Document P3of11 Certain Defined Terms. For purposes of this Interim Order: (i) a "Substantial Equityholder" is any person or entity that Beneficially Owns (as defined below) at least 833,852 shares (representing approximately 4.5% of the 18,530,028 issued and outstanding shares of common stock) of PEC; (ii) "Beneficial Ownership" of Equity Securities shall be determined in accordance with applicable rules under section 382 of the IRC and the regulations promulgated thereunder and shall include (a) direct and indirect ownership (ems, a holding company would be considered to Beneficially Own all shares owned or acquired by its subsidiaries), (b) ownership by such holder's family members and persons or entities acting in concert with such holder to make a coordinated acquisition of stock and (c) ownership of Options (as defined below) to acquire stock; (iii) an "Option" to acquire stock includes any contingent purchase, warrant, convertible debt, exchangeable shares, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable; and (iv) a "Transfer" means any transfer of Equity Securities to the extent described in paragraph 3(c) below and/or paragraph 3(d) below. b. Notice of Substantial Equityholder Status. Any person or entity who currently is or becomes a Substantial Equityholder shall (i) file with the Court and (ii) serve upon: (a) the Debtors, c/o Peabody Energy Corporation, 701 Market Street, St. Louis, MO 63101 (Attn: Scott T. Jarboe, Esq., Vice President and Deputy General Counsel Corporate and Capital Markets); (b) Jones Day, North Point, 901 Lakeside Avenue, Cleveland, OH 44114 (Attn: Heather Lennox, Esq.); (c) Jones Day, 51 Louisiana Avenue, N.W., Washington, D.C. 20001 (Attn: Amy Edgy, Esq. and Daniel T. Moss, Esq.); and (d) Armstrong Teasdale LLP, 7700 Forsyth Boulevard, Suite 1800, St. Louis, MO 63105 (Attn: Steven N. Cousins, Esq. and Susan K. Ehlers, Esq.), a notice of such status (a "Notice of Substantial Equityholder Status"), in the form attached as Annex 1 to the Equity Transfer Procedures Notice (as defined below), on or before the later of (i) 14 days after entry of this Interim Order or (ii) 14 days after becoming a Substantial Equityholder. C. Stock Acquisition Notice. At least 28 days prior to any transfer of Equity Securities (including any transfer of Options to acquire stock or any exercise thereof) that would result in an increase in the amount of Equity Securities Beneficially Owned by a Substantial Equityholder or would result in a person or entity becoming a Substantial Equityholder, such Substantial Equityholder or potential Substantial Equityholder shall (i) file with the Court and (ii) serve on the Debtors and counsel to the Debtors (at the addresses set forth in paragraph 3(b) above) advance written notice of the intended transfer of Equity Securities (a "Stock Acquisition Notice"), in the form attached as Annex 2 to the Equity Transfer Procedures Notice.