Cloud Peak Energy Inc. (NYSE:CLD) announced that its direct and
indirect wholly-owned subsidiaries, Cloud Peak Energy Resources LLC
and Cloud Peak Energy Finance Corp. (together, the “Issuers”) have
commenced offers to exchange (collectively, the “Exchange Offers”
and each an “Exchange Offer”) their outstanding senior notes listed
in the table below (collectively, the “Old Notes”), for new secured
12.00% Second Lien Notes due 2021 to be issued by the Issuers (the
“New Secured Notes”) and, in some cases, cash consideration, upon
the terms and conditions described in the Issuers’ Offer to
Exchange dated September 12, 2016 (“Offer to Exchange”).
Title of Notes CUSIP No.
OutstandingPrincipalAmount
(inmillions)
AcceptancePriority Level
Early ExchangeConsideration,
ifTendered Prior tothe Early TenderDate
(1)(2)
CashPayment,
ifTenderedPrior to
theEarlyTenderDate (2)
TotalConsiderationIncludingCash
Payment,if TenderedPrior to theEarly
TenderDate (2)
Late ExchangeConsideration,
ifTendered Afterthe Early TenderDate and Prior
tothe ExpirationDate (1)(2)
(Per $1,000 Principal Amount of Old Notes) 8.50% Senior Notes due
2019 18911MAD3 $300 1 $840 $53 $893 $840 6.375% Senior Notes due
2024 18911XAA5 $200 2 $632 $40 $672 $632 _______________
(1) Principal amount of New Secured Notes. (2) Does not
include accrued and unpaid interest to the settlement date.
The Issuers are offering to exchange up to $400,000,000
aggregate principal amount (subject to any increase by the Issuers,
the “Aggregate Maximum Amount”) of Old Notes. The Exchange Offer
for the 8.50% Senior Notes due 2019 (the “2019 Notes”) is
conditioned upon a minimum of $200,000,000 aggregate principal
amount outstanding of 2019 Notes being tendered (the “2019 Notes
Minimum Amount”). The Exchange Offer for the 6.375% Senior Notes
due 2024 (the “2024 Notes”) is not conditioned upon any minimum
amount of 2024 Notes being tendered.
Subject to the Aggregate Maximum Amount, the 2019 Notes Minimum
Amount and possible proration, the amount of a series of Old Notes
that is exchanged in the Exchange Offers on the settlement date
will be based on the order of priority set forth in the above table
(with 1 being the higher Acceptance Priority Level and 2 being the
lower Acceptance Priority Level).
The Exchange Offers are scheduled to expire at 11:59 p.m., New
York City time, on October 12, 2016, unless extended (the
“Expiration Date”). Subject to the terms and conditions of the
Exchange Offers, the consideration for each $1,000 principal amount
of Old Notes validly tendered (and not validly withdrawn) prior to
September 27, 2016 (the “Early Tender Date”) and accepted for
exchange pursuant to the Exchange Offers will be the principal
amount of the New Secured Notes set forth in the table above with
respect to such series of Old Notes set forth in the table above,
plus a cash payment of $53 in the case of the 2019 Notes and $40 in
the case of the 2024 Notes. The consideration for each $1,000
principal amount of Old Notes validly tendered (and not validly
withdrawn) after the Early Tender Date, but before the Expiration
Date, and accepted for exchange pursuant to the Exchange Offers
will be the principal amount of the New Secured Notes set forth in
the table above with respect to such series of Old Notes set forth
in the table above, but without any cash payment. No tenders will
be valid if submitted after the Expiration Date. Holders whose Old
Notes are tendered in the Exchange Offers will also receive accrued
and unpaid interest from the most recent interest payment date for
the Old Notes up to, but not including, the settlement date.
Tendered Old Notes may be withdrawn before 5:00 p.m., New York
City time, on September 27, 2016, unless extended (the “Withdrawal
Deadline”), but generally not afterwards, unless required by law.
Holders of Old Notes who tender their Old Notes after the
Withdrawal Deadline, but prior to the Expiration Date, may not
withdraw their tendered Old Notes. Subject to applicable law, the
Issuers may (i) extend or otherwise amend the Early Tender Date or
the Expiration Date, (ii) increase the Aggregate Maximum Amount or
(iii) decrease the 2019 Notes Minimum Amount without extending the
Withdrawal Deadline or otherwise reinstating withdrawal rights. Any
extension or termination of the Exchange Offers will be followed as
promptly as practicable by a public announcement thereof.
The Exchange Offers are subject to the satisfaction of certain
customary conditions, in addition to the Aggregate Maximum Amount
and the 2019 Notes Minimum Amount.
The complete terms and conditions of the Exchange Offers are
described in the Offer to Exchange dated September 12, 2016, a copy
of which is filed as an exhibit to the Form T-3 filed by the
Issuers with the Securities and Exchange Commission (the “SEC”) on
September 12, 2016.
None of the Issuers, the exchange agent, the information agent,
the trustee or the administrative agent for the Old Notes or the
New Secured Notes or their respective affiliates is making any
recommendation as to whether or not holders should tender all or
any portion of their Old Notes in the Exchange Offers.
The Exchange Offers are being made solely pursuant to the Offer
to Exchange dated September 12, 2016. The Issuers are relying on
Section 3(a)(9) of the Securities Act of 1933, as amended (the
“Securities Act”), to exempt the Exchange Offers from the
registration requirements of the Securities Act. The Issuers have
not and will not file a registration statement with the SEC under
the Securities Act or any other federal or state securities laws
with respect to the New Secured Notes, nor has the SEC or any state
or foreign securities commission passed upon the fairness or merits
of the Exchange Offers or upon the accuracy or adequacy of the
information contained in, or incorporated by reference into, the
Offer to Exchange or any related documents. This announcement is
not an offer to purchase nor a solicitation of an offer to sell
with respect to any securities. The Exchange Offers are not being
made to holders of Old Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
About Cloud Peak Energy®
Cloud Peak Energy Inc. (NYSE:CLD) is headquartered in Wyoming
and is one of the largest U.S. coal producers and the only
pure-play Powder River Basin coal company. As one of the safest
coal producers in the nation, Cloud Peak Energy mines low sulfur,
subbituminous coal and provides logistics supply services. The
company owns and operates three surface coal mines in the PRB, the
lowest cost major coal producing region in the nation. The Antelope
and Cordero Rojo mines are located in Wyoming and the Spring Creek
Mine is located in Montana. In 2015, Cloud Peak Energy shipped
approximately 75 million tons from its three mines to customers
located throughout the U.S. and around the world. Cloud Peak Energy
also owns rights to substantial undeveloped coal and complementary
surface assets in the Northern PRB, further building the company’s
long-term position to serve Asian export and domestic customers.
With approximately 1,400 total employees, the company is widely
recognized for its exemplary performance in its safety and
environmental programs. Cloud Peak Energy is a sustainable fuel
supplier for approximately three percent of the nation’s
electricity.
Cautionary Note Regarding Forward-Looking Statements
This release contains “forward-looking statements” within the
meaning of the safe harbor provisions of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are not statements of historical
facts, and often contain words such as “may,” “will,” “expect,”
“believe,” “anticipate,” “plan,” “estimate,” “seek,” “could,”
“should,” “intend,” “potential,” or words of similar meaning.
Forward-looking statements are based on management’s current
expectations, beliefs, assumptions and estimates regarding our
company, industry, economic conditions, government regulations,
energy policies and other factors. Forward-looking statements may
include, for example, our ability to close this transaction, and
other statements regarding this transaction and our plans,
strategies, prospects and expectations concerning our business,
industry, economic conditions, operating results, financial
condition and other matters that do not relate strictly to
historical facts. These statements are subject to significant
risks, uncertainties and assumptions that are difficult to predict
and could cause actual results to differ materially and adversely
from those expressed or implied in the forward-looking statements.
For a description of some of the risks and uncertainties that may
adversely affect our future results, refer to the risk factors
described from time to time in the reports and registration
statements we file with the SEC, including those in Item 1A “Risk
Factors” of our most recent Annual Report on Form 10-K and any
updates thereto in our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. There may be other risks and uncertainties
that are not currently known to us or that we currently believe are
not material. We make forward-looking statements based on currently
available information, and we assume no obligation to, and
expressly disclaim any obligation to, update or revise publicly any
forward-looking statements made in this release, whether as a
result of new information, future events or otherwise, except as
required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160912005737/en/
Cloud Peak Energy Inc.Rick Curtsinger, 720-566-2948Director,
Public Affairs