Obligation Peabody Resources 7.375% ( US704549AE41 ) en USD

Peabody Resources

100 % ⇌

Etas-Unis

US704549AE41 ( en USD )

7.375% par an ( paiement semestriel )

01/11/2016 - Obligation échue

Prospectus brochure de l'obligation Peabody Energy US704549AE41 en USD 7.375%, échue

1 000 USD

650 000 000 USD

704549AE4

NR

NR

Peabody Energy est la plus grande entreprise minière de charbon aux États-Unis, active dans l'extraction, la préparation et la vente de charbon métallurgique et thermique à l'échelle mondiale.

L'Obligation émise par Peabody Resources ( Etas-Unis ) , en USD, avec le code ISIN US704549AE41, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/11/2016

L'Obligation émise par Peabody Resources ( Etas-Unis ) , en USD, avec le code ISIN US704549AE41, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Peabody Resources ( Etas-Unis ) , en USD, avec le code ISIN US704549AE41, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(5)
(File No. 333-136108)
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 28, 2006)

$900,000,000

Peabody Energy Corporation

$650,000,000 73/8% SENIOR NOTES DUE 2016
$250,000,000 77/8% SENIOR NOTES DUE 2026

Interest Payable on May 1 and November 1

We may redeem some or all of the 2016 and 2026 notes at any time at a redemption price equal to 100% of the principal
amount of the notes being redeemed plus a make-whole premium and accrued and unpaid interest to the redemption
date.

The notes will be senior unsecured obligations of Peabody and will rank equally with all of our other senior unsecured
indebtedness.

In certain circumstances, we will deposit with an escrow agent funds in an amount equal to the gross proceeds of the
offering of the notes plus accrued and unpaid interest to, but excluding, the latest possible special mandatory
redemption date. Under those circumstances, the escrowed property would be released by the escrow agent only in
connection with our expected consummation, in whole or in part, of the acquisition of Excel Coal Limited, and the
notes would be subject to a special mandatory redemption in the event that the acquisition is not consummated.

For a more detailed description of the notes, see "Description of the Notes" beginning on page S-33.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-13.

Underwriting

Price to
Discounts and
Proceeds to

Public(1)
Commissions
Peabody

Per 73/8% Senior Note due 2016

100 %
1.20 %
98.80 %
Total
$ 650,000,000 $ 7,800,000 $ 642,200,000

(1) Plus accrued interest, if any, from October 12, 2006.

Underwriting

Price to
Discounts and
Proceeds to

Public(1)
Commissions
Peabody

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Per 77/8% Senior Note due 2026

98.753 %
1.20 %
97.553 %
Total
$ 246,882,500 $ 3,000,000 $ 243,882,500

(1) Plus accrued interest, if any, from October 12, 2006.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers on October 12, 2006.

Joint Book-Running Managers
MORGAN STANLEY
LEHMAN BROTHERS

Co-Managers

ABN AMRO INCORPORATED
BANC OF AMERICA SECURITIES LLC
BMO CAPITAL MARKETS
BNP

PARIBAS
CALYON SECURITIES (USA)
CITIGROUP

CREDIT SUISSE

HSBC
PNC CAPITAL MARKETS LLC RBS GREENWICH CAPITAL WELLS FARGO SECURITIES
October 5, 2006
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TABLE OF CONTENTS

Prospectus Supplement

Page

Prospectus Supplement Summary

S-2
S-
Risk Factors

13
S-
The Transactions

26
S-
Use of Proceeds

28
S-
Capitalization

29
S-
Description of Other Indebtedness

30
S-
Description of the Notes

33
S-
Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders

48
S-
Underwriting

50
S-
Where You Can Find More Information

52
S-
Incorporation Of Certain Documents By Reference

52
S-
Legal Matters

53
S-
Experts

53

Prospectus

Page

About this Prospectus

i
Cautionary Notice Regarding Forward-Looking Statements

i
Summary

1
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

3
Dividend Policy

3
Description of Debt Securities

4
Description of Capital Stock

9
Description of Warrants

15
Description of Units

16
Plan of Distribution

17
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Legal Matters

18
Experts

18
Where You Can Find More Information

18
Incorporation of Certain Documents by Reference

18
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering. The second part is the accompanying prospectus, which gives more general information, some of which may
not apply to this offering.
If the description of the offering varies between the prospectus supplement and the accompanying prospectus, you
should rely on the information in the prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, any free
writing prospectus prepared by us and the accompanying prospectus. We have not authorized anyone to provide you
with additional or different information. If anyone provides you with additional, different or inconsistent information,
you should not rely on it. We are offering to sell the notes, and seeking offers to buy the notes, only in jurisdictions
where offers and sales are permitted. You should not assume that the information we have included in this prospectus
supplement, any free writing prospectus prepared by us or the accompanying prospectus is accurate as of any date other
than the date of this prospectus supplement, any free writing prospectus prepared by us or the accompanying prospectus
or that any information we have incorporated by reference is accurate as of any date other than the date of the document
incorporated by reference. Our business, financial condition, results of operations and prospects may have changed
since those dates.
Unless otherwise indicated, the exchange rate used in translating Australian dollars into U.S. dollars was determined by
reference to an assumed exchange rate of A$1 = US$0.7540, which was based on prevailing rates on September 18,
2006.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary does not contain all of the information that you should consider before investing in the notes. You
should read the entire prospectus supplement, any free writing prospectus prepared by us and the accompanying
prospectus carefully, including the matters discussed under the caption "Risk Factors," "Cautionary Notice
Regarding Forward-Looking Statements" and the detailed information and financial statements included or
incorporated by reference in this prospectus supplement and the accompanying prospectus. When used in this
prospectus supplement and the accompanying prospectus, the terms "we," "our," and "us," except as otherwise
indicated or as the context otherwise indicates, refer to Peabody Energy Corporation and/or its applicable
subsidiary or subsidiaries.

Peabody Energy Corporation
We are the largest private-sector coal company in the world. In the first six months of 2006, we sold
122.1 million tons of coal. During 2005, our sales of 239.9 million tons of coal included sales to approximately
350 electricity generating and industrial plants in 15 countries. Our coal products fuel approximately 10% of all
U.S electricity generation and 3% of worldwide electricity generation. At December 31, 2005, we had 9.8 billion
tons of proven and probable coal reserves, more than double the reserves of any other U.S. coal producer.
Financial results for 2005 included $4.6 billion in revenues, $518.4 million in operating profit, $422.7 million in
net income and $870.4 million in Adjusted EBITDA. Financial results for the six months ended June 30, 2006
included $2.6 billion in revenues, $346.9 million in operating profit, $283.7 million in net income and
$538.2 million in Adjusted EBITDA. See "Summary Historical and Pro Forma Financial Data" for the definition
of Adjusted EBITDA, which is a non-GAAP measure, and a discussion of its usefulness as a measure of our
overall financial and operating performance and a reconciliation of income from continuing operations to
Adjusted EBITDA.
We own, through our subsidiaries, majority interests in 34 coal operations located throughout all major U.S. coal
producing regions and in Australia. Additionally, we own a minority interest in one mine through a joint venture
arrangement. During 2005, we shipped 75% of our U.S. mining operations' coal sales from the western United
States and the remaining 25% from the eastern United States. Most of our production in the western United States
is low-sulfur coal from the Powder River Basin. Our overall western U.S. coal production has increased from
37 million tons in fiscal year 1990 to 154.3 million tons during 2005, representing a compounded annual growth
rate of 10%. In the West, we own and operate mines in Arizona, Colorado, New Mexico and Wyoming. In the
East, we own and operate mines in Illinois, Indiana, Kentucky and West Virginia. We also own five mines in
Queensland, Australia. Most of our Australian production is metallurgical coal. We generated 81% of our 2005
production from non-union mines. We expect full year 2006 production of approximately 230 million tons and
total sales of 250 to 260 million tons, including 12 to 14 million tons of metallurgical coal.
During 2005, 87% of our sales (by volume) were to U.S. electricity generators, 9% were to customers outside the
United States and 4% were to the U.S. industrial sector. Coal continues to fuel more U.S. electricity generation
than all other energy sources combined. In 2005, coal-fueled plants generated an estimated 51.3% of the nation's
electricity, followed by nuclear (20.1%), gas-fired (17.4%) and hydroelectric (6.7%) units. We believe that
growing demand for energy will strengthen the use of coal. We also believe that U.S. and global coal
consumption will continue to increase as coal-fueled generating plants utilize their existing excess capacity and as
new coal-fueled plants are constructed. Coal is an attractive fuel for electricity generation because it is:

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· Abundant: Coal makes up more than 85% of fossil fuel reserves in the United States. The nation has an
estimated 250-year supply of coal, based on current usage rates.

· Low-Cost: At an average delivered price of $1.48 per million British thermal units, or Btu, to U.
S. generating plants in 2005, coal's cost advantage over natural gas is significant. The delivered price of
natural gas averaged $6.74 per million Btu in 2005.

· Increasingly Clean: Aggregate emissions from U.S. coal-fueled plants have declined significantly since
1970, even as coal consumption by electricity generators has more than tripled.
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Approximately 90% of our coal sales during 2005 were under long-term contracts (one year or greater). As of
December 31, 2005, our sales backlog, including backlog subject to price reopener and/or extension provisions,
was over one billion tons, and the average volume-weighted remaining term of our long-term contracts was
approximately 3.2 years, with remaining terms ranging from one to 19 years. As of June 30, 2006, we had 60 to
70 million tons and 130 to 140 million tons for 2007 and 2008, respectively, of expected production (including
steam and metallurgical coal) available for pricing. We have an annual metallurgical coal production capacity of
12 to 14 million tons.
In addition to our mining operations, we market, broker and trade coal. Our total tons traded were 36.2 million
during 2005. In 2005, we opened a business development, sales and marketing office in Beijing, China to pursue
potential long-term growth opportunities in this market. Our other energy-related commercial activities include
the development of mine-mouth, coal-fueled generating plants, the management of our vast coal reserve and real
estate holdings, transportation services and, more recently, participation in projects that convert coal into natural
gas and transportation fuels.
Competitive Strengths
We believe our strengths will enable us to continue to grow and increase financial value.

· We are the world's largest private-sector producer and marketer of coal and the largest reserve holder of
any private-sector coal company.

· We are the largest producer and marketer of low-sulfur coal in the United States.

· We have a large portfolio of long-term coal supply agreements that is complemented by available
production in attractive markets for sale at market prices.

· We are one of the safest and most productive producers of coal in the United States.

· We serve a broad range of high quality customers with mining operations located throughout all major U.
S. coal producing regions and in Australia.

· We have received numerous awards for our reclamation excellence.

· Our management team has a proven record of success.
Risk Factors
While we strive to maintain these strengths, our industry and company are subject to risks that could adversely
affect our business. For example, we cannot assure you that in the future we will be able to sell coal as profitably
as at present. Supply chain, transportation and geology are uncertain. Additionally, our company and our
customers are subject to extensive governmental regulations that create significant costs and restrictions and that
could become more onerous in the future. For a more complete discussion of the risks related to our company,
you should read the information presented under the heading "Risk Factors" in this prospectus supplement and in
our periodic reports.
Business Strategy
We utilize four core business strategies to create value:

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· Executing the Basics -- Safe, low-cost operations provide us the foundation to grow and create value. We
achieve improvements in both safety and productivity by targeting cost and productivity improvements
that require little or no additional capital. Eight of our mines set new production records in 2005, and our
Rawhide, Caballo and North Antelope Rochelle mines were the three most productive coal mines in the
nation based on tons per worker hours according to U.S. Department of Labor Mine Safety & Health
Administration data. In 2005, our emphasis on safe, low-cost operations resulted in a 33% improvement to
our already-low accident rate. Our safety record has improved 48% in the past three years. We also use the
same methods to achieve environmental excellence. In 2005, we were recognized with 11 awards,
including five top awards from the U.S. Department of the Interior.
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· Capitalizing on Organic Growth Opportunities -- We control the most proven and probable coal reserves
of any private-sector coal company in the world, which enables low-cost development to serve growing
customer demand. We have an industry-leading track record of being able to construct, develop and deliver
on organic growth initiatives. Over the past five years, we have developed new and expanded capacity that
is equivalent to two-thirds of U.S. coal industry growth.

· Expanding into High Growth Global Markets -- The United States, China and India represent nearly 90%
of the forecasted growth in the world's coal industry through 2030. We sell coal to customers in 15
countries on six continents. We also have opened an office in Beijing, increased import activities for South
American coal into the United States, and recently entered the European trading markets.

· Participating in New Generation and Btu Conversion Projects -- We are developing mine mouth
electricity generating plants using our coal reserves. We have entered into several agreements to develop
coal-to-liquids and coal-to-natural gas facilities. We have entered into a joint development agreement with
Rentech to evaluate sites near our coal reserves for coal-to-liquids projects that would transform coal into
diesel and jet fuel. We are exploring the development of a commercial-scale coal gasification project. The
facility is expected to use technology from ConocoPhillips to transform coal into pipeline-quality synthetic
natural gas.
Coal Market Outlook
We believe long-term coal market fundamentals are strong worldwide, as the U.S., China, India and other nations
increase coal demand for electricity generation and steelmaking.
The U.S. economy grew at an annual rate of 3.5% in 2005 and an annual rate of 2.5% in the second quarter of
2006 as reported by the U.S. Commerce Department, and the CIA World Factbook reports that China's economy
grew 9.9% in 2005. We expect that demand for coal and coal-based electricity generation in the United States
will be driven by the growing economy, capacity constraints of nuclear generation and high prices of natural gas
and oil. The Energy Information Administration ("EIA") projects that the high price of oil will lead to an increase
in demand for unconventional sources of transportation fuel, including coal-to-liquids, and that coal will begin to
displace natural gas-fired generation of electricity, including the addition of coal-to-liquids plants.
Demand for Powder River Basin coal is increasing, particularly for our ultra-low sulfur products. The Powder
River Basin represents more than half of our production. We control approximately 3.5 billion tons of proven and
probable reserves in the Southern Powder River Basin and we sold 68.0 million tons of coal from this region in
the first half of 2006, an increase of 11.9% over the comparable period in the prior year.
Global coal markets continue to grow, also driven by increased demand from growing economies. China's
economy grew 10.9% in the second quarter of 2006 as reported by the National Bureau of Statistics of China.
Metallurgical coal continues to sell at a significant premium to steam coal, and metallurgical markets remain
strong as global steel production grew more than 10% through August 2006. We expect to capitalize on the
strong global market for metallurgical coal primarily through production and sales of metallurgical coal from our
Appalachia operations and our Australian operations. See "Risk Factors" for additional considerations regarding
the coal market.
The Transactions
Excel Acquisition. On July 5, 2006, we announced that we signed a merger implementation agreement to acquire
Excel Coal Limited ("Excel"), one of the largest independent coal companies in Australia. On September 20,
2006, we purchased 19.99% of the outstanding shares of Excel at a price of A$9.50 per share (US$7.16) (the
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Document Outline

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