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Summary Of Principal Terms Of Financing Of Four Star

Confidentiality Agreement

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 This Confidentiality Agreement involves

PEABODY ENERGY CORP | Bowie Resource Partners | Peabody Energy Corporation

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Title: Summary of Principal Terms of Financing of Four Star
Date: 4/13/2016
Industry: Coal     Sector: Energy

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Exhibit 99.5

KL Draft of March 1, 2016

Subject to FRE 408 & All Other Applicable Privileges

and Confidentiality Agreements

This proposal for a potential financing of the non-Guarantor, Unrestricted Subsidiary (“Four Star”) of Peabody Energy Corporation (“Peabody”) holding the assets proposed to be sold to Bowie Resource Partners (“Bowie”) (the “Financing”) is preliminary and non-binding and shall not be construed as a commitment to take any steps to effect the Financing or any other transaction.

Summary of Principal Terms of Financing of Four Star

Set forth below are certain principal terms of a $100,000,000 financing of Four Star:


Bowie Sale :


Four Star shall sell mining assets to Bowie in accordance with the terms of the existing purchase and sale agreement (the “ Sale Transaction ”).

Bowie Investment :


Simultaneously with the closing of the Sale Transaction, Four Star shall invest $100,000,000 in convertible preferred equity of Bowie on terms to be agreed (the “ Bowie Preferred ”).

Four Star Investment:


Simultaneously with the closing of the public and private exchange transactions contemplated by that certain term sheet (“ Term Sheet ”) between ACE and Peabody (the “ Exchange Transactions ”), the Holders shall purchase $100,000,000 of senior secured convertible notes of Four Star having the terms set forth on Exhibit A (the “ Four Star Notes ”). The Four Star Notes shall have the same economic terms as the Bowie Preferred and shall be convertible into preferred equity of Four Star having the same terms as the Bowie Preferred (the “ Preferred ”). 1 The investment in the Four Star Notes is referred to as the “ Mirror Investment .” Four Star’s payment obligations under the Four Star Notes shall be secured by the Bowie Preferred and a secured guarantee by Bond HoldCo, which shall hold the Balance Sheet Notes (each as defined below). Four Star shall become subject to bankruptcy remote provisions on or prior to the closing of the Mirror Investment.

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