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EX-99.1 - EX-99.1 - CLOUD PEAK ENERGY INC.a12-16719_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): July 23, 2012

 

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

 

On July 23, 2012, Cloud Peak Energy Inc. issued a press release announcing it has reached tentative agreements with the Crow Tribe of Indians regarding exploration rights and exclusive options to lease and develop up to an estimated 1.4 billion tons of in-place Northern Powder River Basin coal in southeast Montana.  A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

 

Item 8.01.             Other Events.

 

On July 23, 2012, Cloud Peak Energy Inc. announced it has reached tentative agreements with the Crow Tribe of Indians regarding exploration rights and exclusive options to lease and develop up to an estimated 1.4 billion tons of in-place Northern Powder River Basin coal on the Crow Indian Reservation in southeast Montana, near Cloud Peak Energy’s Spring Creek mine and recently acquired Youngs Creek Mining Company, LLC and CX Ranch properties.  The agreements are being submitted to the Crow Tribal Legislature for review, which is anticipated during August.  If approved by the Legislature, the agreements would be executed by the Tribal Chairman and Cloud Peak Energy and then submitted to the U.S. Department of the Interior for review and requested approval.

 

Cloud Peak Energy would pay the Tribe $2.25 million upon Tribal approval and execution of the agreements, $1.5 million upon approval by the Department of the Interior, and additional annual payments thereafter through the initial option period, to a cumulative total of up to $10 million.  Additional option payments would be made through any extension periods.  If the agreements are approved, Cloud Peak Energy anticipates conducting exploration during the initial option period to complete delineation of the potentially economic coal tonnages subject to the options.

 

The tentative agreements provide for exploration and three exclusive options to lease three separate coal deposits on the Crow Indian Reservation over an initial five-year term, with two extension periods through 2035 if certain conditions are met.  Upon exercise of an option(s) to lease, Cloud Peak Energy would pay the Tribe an amount equal to $0.08 per ton to $0.15 per ton, depending on the lease and coal deposit and subject to adjustment for inflation.  The proposed agreements also set forth adjustable royalty rates, ranging from 7.5% to 15%, and contain standard coal production taxes amounting to a nominal 20% of FOB mine gross proceeds to be paid to the Tribe.  Cloud Peak Energy would also provide preferential hiring, training and promotion for qualified Indians, funding of $50,000 per year for scholarships for qualified Crow Tribal members, and support for Indian-certified contractors, among other things.

 

Cautionary Note Regarding Forward-Looking Statements

 

This report 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 management’s current expectations or beliefs as well as assumptions and estimates regarding our company, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, (1) our current estimates of the quantity and quality of the Tribal coal, (2) any future exercise of the options and development, production and marketing of the coal, (3) the anticipated timing and ability to obtain required Tribal, BIA and other approvals, (4) the future execution and delivery of definitive agreements, (5) business development and growth initiatives and strategies; (6) potential synergies of this anticipated transaction, (7) the potential development of the Youngs Creek Mine and (8) other statements regarding this anticipated 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 from those expressed or implied in the forward-looking statements, including the risks that (i) required Crow Tribe, BIA and other approvals and permits are not obtained in a timely manner or at all, (ii)  definitive agreements are not entered into and the potential transaction with the Crow Tribe is not consummated, (iii) economic tons are substantially less than the

 

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currently estimated in-place tons, (iv) sufficient additional West Coast terminal capacity is not developed at all or in a timely manner, (v) Asian export demand and domestic demand for PRB coal weakens, (vi) future development and operating costs significantly exceed our expectations, or (vii) anticipated synergies of the potential transaction are not achieved.  For a discussion of some of the additional factors that could adversely affect our future results or the anticipated benefits of this potential transaction, refer to the risk factors described from time to time in the reports and registration statements we file with the Securities and Exchange Commission (“SEC”), including those in Item 1A - Risk Factors in our most recent Form 10-K and any updates thereto in our Forms 10-Q and current reports on Forms 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 report, whether as a result of new information, future events or otherwise, except as required by law.

 

Item 9.01.             Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

 

 

 

 

99.1

Furnished press release, dated July 23, 2012, issued by Cloud Peak Energy Inc. announcing that it has reached tentative agreements with the Crow Tribe of Indians

 

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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: July 23, 2012

 

By:

/s/ Bryan Pechersky

 

 

Name:

Bryan Pechersky

 

 

Title:

Senior Vice President and General Counsel

 

 

 

 

CLOUD PEAK ENERGY RESOURCES LLC

 

 

 

 

Date: July 23, 2012

 

By:

/s/ Bryan Pechersky

 

 

Name:

Bryan Pechersky

 

 

Title:

Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Furnished press release, dated July 23, 2012, issued by Cloud Peak Energy Inc. announcing that it has reached tentative agreements with the Crow Tribe of Indians

 

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