SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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|Item 1.02||Termination of a Material Definitive Agreement.|
As previously disclosed, on June 18, 2019, Arch Resources, Inc. (“Arch”) entered into a definitive implementation agreement (the “Implementation Agreement”) with Peabody Energy Corporation (“Peabody”) to establish a joint venture to combine the respective Powder River Basin and Colorado mining operations of Arch and Peabody, and on September 29, 2020, Arch announced that it would terminate the proposed joint venture, following a U.S. District Court’s ruling against the transaction.
On October 5, 2020, Arch entered into a Termination Agreement with Peabody, effective as of September 30, 2020, under which the parties mutually agreed to terminate the Implementation Agreement (the “Termination Agreement”).
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed herewith as Exhibit 99.1.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Termination Agreement, dated October 5, 2020, by and between Arch Resources, Inc. and Peabody Energy Corporation|
|104||Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)|
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.
|Date: October 7, 2020||Arch Resources, Inc.|
|By:||/s/ Robert G. Jones|
|Robert G. Jones|
|Senior Vice President – Law, General Counsel and Secretary|
This Termination Agreement (this “Agreement”), signed October 5, 2020 and effective as of September 30, 2020, is between Peabody Energy Corporation, a Delaware corporation (“Peabody”), and Arch Resources, Inc., a Delaware corporation (“Arch”). Arch and Peabody are each a “Party” and collectively the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Implementation Agreement (as hereinafter defined).
WHEREAS, the Parties entered into that certain Implementation Agreement, dated as of June 18, 2019 (the “Implementation Agreement”); and
WHEREAS, the Parties now desire to terminate the Implementation Agreement.
NOW THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties agree as follows:
1. Mutual Termination. The Implementation Agreement is hereby terminated in all respects by mutual written agreement of Peabody and Arch pursuant to Section 9.1(a) of the Implementation Agreement. Except as set forth in Section 9.2 of Implementation Agreement, (a) the Implementation Agreement is of no further force or effect and no Party shall have any further rights or obligations under the Implementation Agreement and (b) no terms or conditions of the Implementation Agreement shall survive the termination thereof. The Confidentiality Agreement and the Common Interest Agreement shall remain in full force and effect in accordance with their terms.
2. Mutual Release. Notwithstanding anything in the Implementation Agreement (including Section 9.2 thereof) to the contrary, none of the Parties, any of their respective Affiliates or any Representative of any of the foregoing shall have any liability of any kind for any breach of the Implementation Agreement prior to the date hereof.
3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, between the Parties with respect to the subject matter hereof.
4. Miscellaneous. Sections 1.2, 10.2 and 10.4 through 10.12 of the Implementation Agreement are hereby incorporated herein by reference, mutatis mutandis.
5. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and when taken together shall constitute the entire and same agreement. Delivery of an executed signature page to this Agreement by any Party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such Party.
[Signature Page Follows]
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first written above.
|PEABODY ENERGY CORPORATION|
|By:||/s/ Glenn L. Kellow|
|Name:||Glenn L. Kellow|
|Title:||President and Chief Executive Officer|
|ARCH RESOURCES, INC.|
|By:||/s/ Paul A. Lang|
|Name:||Paul A. Lang|
|Title:||President and Chief Executive Officer|
[Signature Page to Termination Agreement]