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EX-99.1 - EX-99.1 - CLOUD PEAK ENERGY INC.a14-7631_1ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 10, 2014

 


 

Cloud Peak Energy Inc.

Cloud Peak Energy Resources LLC

(Exact name of registrant as specified in its charter)

 


 

Delaware

Delaware

 

001-34547

333-168639

 

26-3088162

26-4073917

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

505 S. Gillette Ave., Gillette, Wyoming

 

82716

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (307) 687-6000

 

Not Applicable
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01.  Regulation FD Disclosure.

 

On March 10, 2014, Cloud Peak Energy Inc. issued a press release which announced that its wholly-owned subsidiary Cloud Peak Energy Resources LLC (the “Company”) had received, as of 5:00 p.m., New York City time, on March 10, 2014, tenders and consents from holders of approximately $278.4 million in aggregate principal amount, or approximately 92.81%, of the outstanding 8.250% Senior Notes due 2017 (the “Notes”) of the Company and its wholly-owned subsidiary Cloud Peak Energy Finance Corp. in connection with the previously announced cash tender offer and consent solicitation for the Notes, which commenced on February 25, 2014.  The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit
No.

 

Exhibit

99.1*

 

Press release dated March 10, 2014 “Cloud Peak Energy Announces Successful Results of the Tender Offer for its Outstanding 8.250% Senior Notes due 2017.”

 


*                 Furnished herewith

 

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SIGNATURE

 

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.

 

 

CLOUD PEAK ENERGY INC.

 

 

Date: March 10, 2014

 

 

 

 

 

By:

/s/ Bryan J. Pechersky

 

 

Name:

Bryan J. Pechersky

 

 

Title:

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

 

 

 

 

 

CLOUD PEAK ENERGY RESOURCES LLC

 

 

 

Date: March 10, 2014

 

 

 

 

 

 

By:

/s/ Bryan J. Pechersky

 

 

Name:

Bryan J. Pechersky

 

 

Title:

Senior Vice President, General Counsel and Corporate Secretary

 

 

 

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Exhibit

99.1*

 

Press release dated March 10, 2014 “Cloud Peak Energy Announces Successful Results of the Tender Offer for its Outstanding 8.250% Senior Notes due 2017.”

 


*                 Furnished herewith

 

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