Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Asset Purchase Agreement
As previously reported, in connection with Cloud Peak Energy Inc.s and substantially all of its direct and indirect subsidiaries (collectively, the Company) ongoing cases under Chapter 11 (Chapter 11) of Title 11 of the U.S. Code, on August 16, 2019, the Company and Navajo Transitional Energy Company, LLC (the Purchaser) entered into an Asset Purchase Agreement (the Asset Purchase Agreement) providing for the acquisition by the Purchaser of substantially all of the Companys assets, including the Companys Spring Creek, Cordero Rojo and Antelope mines. On September 30, 2019, the Company and the Purchaser entered into the First Amendment to Asset Purchase Agreement (the First Amendment). The First Amendment, among other things, amended the Asset Purchase Agreement to provide for the Purchaser to acquire certain additional assets and assume certain additional liabilities, to modify the Purchasers assumption and rejection of certain contracts and leases, to provide that the Company bear certain expenses, including with respect to certain cure costs and administrative liabilities related to the promissory note to be made by the Purchaser (the Note), and to modify certain negative covenant terms of the Note.
The closing of the transactions contemplated by the Asset Purchase Agreement are subject to a number of closing conditions, including the entry of an order by the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) approving the sale of the purchased assets (the Sale Order). On September 30, 2019, the Sale Order was filed with the Bankruptcy Court and remains subject to approval and entry by the Bankruptcy Court. Subject to the satisfaction of closing conditions, the transactions contemplated by the Asset Purchase Agreement, as amended, are expected to close in October 2019. The Company anticipates filing and seeking confirmation of a Chapter 11 plan in the near term.
The description of the First Amendment herein is only a summary thereof and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 hereto and which is incorporated by reference herein.
Amendment to DIP Credit Agreement
On September 27, 2019, the Company entered into Amendment No. 10 to the Companys Superpriority Senior Secured Priming Debtor-in-Possession Credit Agreement (the DIP Credit Agreement, and such amendment, Amendment No. 10) with the lenders party thereto and Ankura Trust Company, LLC, as Administrative Agent and Collateral Agent. Amendment No. 10, among other things, extends the milestone dates set forth in the DIP Credit Agreement by which the Sale Order by the Bankruptcy Court must be entered.
The foregoing description is only a summary of Amendment No. 10 and is qualified in its entirety by reference to the full text of Amendment No. 10, which is filed as Exhibit 10.2 and is incorporated by reference herein.
Item 1.03 Bankruptcy or Receivership.
The information regarding the Sale Order set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 1.03 by reference.
Cautionary Note Regarding Forward-Looking Statements
This Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act of 1933 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 managements current expectations, beliefs, assumptions and estimates regarding the Company, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, the closing of the transactions contemplated by the Asset Purchase Agreement, as amended, the ability of the Company to sell its remaining real
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