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CLD > SEC Filings for CLD > Form 8-K on 25-Mar-2014All Recent SEC Filings

Show all filings for CLOUD PEAK ENERGY INC.

Form 8-K for CLOUD PEAK ENERGY INC.


25-Mar-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial


Item 1.01. Entry into a Material Definitive Agreement.

Fifth Supplemental Indenture for 8.250% Senior Notes due 2017 and 8.500% Senior Notes due 2019

On March 25, 2014, Cloud Peak Energy Resources LLC ("CPE Resources"), Cloud Peak Energy Finance Corp. ("Finance Corp." and, together with CPE Resources, the "Issuers"), Cloud Peak Energy Inc. ("CPE Inc."), Wilmington Trust Company, as trustee, and Citibank N.A., as securities administrator, entered into the fifth supplemental indenture (the "Fifth Supplemental Indenture") to the indenture governing the Issuers' 8.250% Senior Notes due 2017 (the "2017 Notes") and 8.500% Senior Notes due 2019 (collectively, the "Notes"). Pursuant to the Fifth Supplemental Indenture, CPE Inc. has agreed to guarantee the Notes and to be bound by the terms of the indenture governing the Notes applicable to guarantors. As a result of such guarantee, and pursuant to Rule 12h-5 promulgated under the Securities Exchange Act of 1934 ("Exchange Act") and Rule 3-10 of Regulation S-X, CPE Resources is no longer required to file reports under Section 15(d) of the Exchange Act, and CPE Resources intends to file a Form 15.

The foregoing description of the Fifth Supplemental Indenture is a summary and is qualified in its entirety by reference to the Fifth Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained under Item 1.01 above is incorporated by reference in its entirety into this Item 2.03.



Item 3.03. Material Modification to Rights of Security
Holders.

The description of the Fifth Supplemental Indenture contained under Item 1.01 above is incorporated by reference in its entirety into this Item 3.03.



Item 8.01. Other Events.

As previously disclosed in CPE Inc.'s and CPE Resources' Current Report on Form 8-K dated March 10, 2014 and filed on March 11, 2014, on March 10, 2014, CPE Inc. announced that approximately $278.4 million, or approximately 92.81%, of the $300 million aggregate principal amount of the Issuers' 2017 Notes were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on March 10, 2014 pursuant to CPE Resources' previously announced tender offer and consent solicitation, which commenced on February 25, 2014. In addition, on March 11, 2014, CPE Resources accepted all such 2017 Notes for payment, and later that day CPE Resources made payment of approximately $296.9 million for such 2017 Notes. The tender offer expired on March 24, 2014, and no additional 2017 Notes were tendered for payment. On March 28, 2014, the Issuers' will redeem all outstanding 2017 Notes not tendered prior to the expiration of the tender offer for a redemption price equal to 104.125% of the principal amount thereof plus accrued and unpaid interest to the redemption date.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1 Fifth Supplemental Indenture, dated as of March 25, 2014, to the Indenture, dated as of November 25, 2009, among Cloud Peak Energy Resources LLC, Cloud Peak Energy Finance Corp., Wilmington Trust Company, as trustee, and Citibank N.A., as securities administrator.


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