CLOUD PEAK ENERGY INC. (Form: 8-K, Received: 09/10/2014 12:06:02)

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): September 5, 2014

Cloud Peak Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34547		26-3088162
(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 1.01. Entry into a Material Definitive Agreement.

On September 5, 2014, Cloud Peak Energy Resources LLC (“ CPE Resources ”) entered into the First Amendment to Credit Agreement, among CPE Resources, the guarantors party thereto, PNC Bank, National Association, as Administrative Agent, and the lenders party thereto (the “ Amendment ”), relating to the Credit Agreement, dated as of February 21, 2014, among CPE Resources, the guarantors party thereto, PNC Bank, National Association, as Administrative Agent, and a syndicate of lenders (the “ Credit Agreement ”).

The Amendment adjusted, among other things, the financial covenants requiring CPE Resources to maintain defined minimum levels of interest coverage and providing for a limitation on CPE Resources’ net secured debt leverage ratio. Specifically, the Credit Agreement, as amended by the Amendment, now requires CPE Resources to maintain (a) a ratio of EBITDA (which is defined in the Credit Agreement) to consolidated net cash interest expense equal to or greater than 1.50 to 1 from September 30, 2014 to maturity (reducing this from the prior requirement under the Credit Agreement to maintain a ratio equal to or greater than 2.00 to 1), and (b) a ratio of senior secured funded debt less unrestricted cash and marketable securities (net secured debt) to EBITDA equal to or less than 4.00 to 1 from September 30, 2014 to maturity (increasing this from the prior requirement under the Credit Agreement to maintain a ratio equal to or less than (i) 3.00 to 1 through December 31, 2015, (ii) 2.75 to 1 from January 1, 2016 to December 31, 2016, and (iii) 2.50 to 1 from January 1, 2017 to maturity).

A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing summary description of the Amendment is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1.

Item 7.01. Regulation FD Disclosure.

On September 5, 2014, Cloud Peak Energy Inc. issued a press release announcing the entering into of the Amendment, as described in Item 1.01 of this Form 8-K. The full text of the press release is furnished with this Report as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

The information contained in this Item 7.01 (including Exhibit 99.1) is furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, notwithstanding any general incorporation by reference language in other Cloud Peak Energy Inc. filings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are being filed or furnished herewith.

10.1 First Amendment to Credit Agreement, dated September 5, 2014, between Cloud Peak Energy Resources LLC, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent.

99.1 Furnished press release of Cloud Peak Energy Inc., dated September 5, 2014, announcing the entering into of the Amendment.

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: September 10, 2014	By:	/s/ Bryan J. Pechersky
	Name:	Bryan J. Pechersky
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

10.1		First Amendment to Credit Agreement, dated September 5, 2014, between Cloud Peak Energy Resources LLC, the guarantors party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent.

99.1		Furnished press release of Cloud Peak Energy Inc., dated September 5, 2014, announcing the entering into of the Amendment.

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is dated as of September 5, 2014, and is made by and among CLOUD PEAK ENERGY RESOURCES LLC , a Delaware limited liability company (the “ U.S. Borrower ”), certain foreign subsidiaries of the U.S. Borrower as set forth in the Credit Agreement (as defined herein)(each a “ Designated Foreign Borrower ” and together with the U.S. Borrower, the “ Borrowers ”), the GUARANTORS PARTY HERETO (each a “ Guarantor ” and collectively, the “ Guarantors ”, and together with the Borrowers, the “ Loan Parties ”), the LENDERS PARTY HERETO (each a “ Lender ” and collectively, the “ Lenders ”) and PNC BANK, NATIONAL ASSOCIATION , in its capacity as administrative agent for the Lenders (the “ Administrative Agent ”).

RECITALS:

WHEREAS, the Loan Parties, the Lenders, the Administrative Agent and PNC Bank, National Association as swingline lender are parties to that certain Credit Agreement, dated as of February 21, 2014 (the “ Credit Agreement ”);

WHEREAS, to modify certain provisions of the Credit Agreement, the Loan Parties have requested that the Required Lenders agree to various amendments as set forth herein, and the Required Lenders have agreed to amend the Credit Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound, and incorporating the above-defined terms herein, the parties hereto agree as follows:

1. Recitals; Capitalized Terms. The foregoing recitals are true and correct and incorporated herein by reference. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

2. Amendments to Credit Agreement.

(a) Correction to Definition . The definition of “Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the reference to “Section 2.01” found therein with the correct reference to “Schedule 2.01.”

(b) New Definitions . The following new definitions are hereby inserted in Section 1.01 of the Credit Agreement in alphabetical order:

“ First Amendment shall mean that certain First Amendment to this Agreement dated as of the First Amendment Effective Date.”

“ First Amendment Effective Date shall mean September 5, 2014.”

(c) Net Cash Interest Expense Coverage Ratio. Section 6.11 [Net Cash Interest Expense Coverage Ratio] shall be amended and restated in its entirety as follows:

“Section 6.11. Net Cash Interest Expense Coverage Ratio . The U.S. Borrower will not permit the ratio of (a) EBITDA to (b) Consolidated Net Cash Interest Expense (for purposes of this Section 6.11, Consolidated Net Cash Interest Expense shall exclude one-time cash costs to retire debt paid by the Loan Parties (above the stated principal and accrued interest) in connection with the early retirement of any of the Senior Notes), in each case for any period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2014) and determined as of each such Fiscal Quarter end on a Pro Forma Basis, to be less than 1.50 to 1.00. ”

(d) Net Secured Leverage Ratio . Section 6.12 [Net Secured Leverage Ratio] shall be amended and restated in its entirety as follows:

“Section 6.12. Net Secured Leverage Ratio . The U.S. Borrower will not permit the Net Secured Leverage Ratio for any period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter (commencing with the Fiscal Quarter ending September 30, 2014) and determined as of each such Fiscal Quarter end on a Pro Forma Basis to exceed 4.00 to 1.00. ”

3. Conditions to Effectiveness. The amendments contained in this Amendment shall become effective upon satisfaction of each of the following conditions being satisfied to the satisfaction of the Administrative Agent:

(a) Execution and Delivery of this Amendment . The Loan Parties and the Required Lenders shall have executed and delivered this Amendment.

(b) Consents and Approvals . No consent, approval, exemption, order or authorization of, or a registration or filing with, any Governmental Authority or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Amendment by any Loan Party other than such consents, approvals, exemptions, orders or authorizations that have already been obtained.

(c) Fees . The U.S. Borrower shall have paid to the Administrative Agent for itself and for the account of the Lenders all fees, costs and expenses payable to the Administrative Agent or any Lender or for which the Administrative Agent or any Lender is entitled to be reimbursed, including but not limited to the (i) the fees set forth in that certain Fee Letter dated August 28, 2014, by and among PNC Capital Markets LLC, the Administrative Agent, and the Borrower, and (ii) the fees and expenses of the Administrative Agent’s legal counsel to the extent invoiced at least two (2) Business Days prior to the date hereof.

4. Miscellaneous.

(a) Representations and Warranties . By its execution and delivery hereof to the Administrative Agent, each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders that (i) such Loan Party has duly authorized, executed and delivered this Amendment (ii) all representations and warranties of the Loan Parties set forth in the Credit Agreement are true (or, in the case of any representation and warranty that is not by its express terms limited by a materiality or “Material Adverse Effect” exception or qualifier, true in all material respects) on and as of the date hereof, provided that, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date, (iii) no Event of Default or Default exists, (iv) no Material Adverse Effect shall have occurred with respect to the Borrowers or any of the Loan Parties since the Closing Date of the Credit Agreement, (v) no default shall have occurred with respect to any note or credit agreement governing existing indebtedness of the Borrowers or Guarantors as a result of any of the transactions contemplated herein, and (vi) there are no actions, suits, investigations, litigation or governmental proceedings pending or, to the Loans Parties’ knowledge, threatened against any of the Loan Parties that could reasonably be expected to result in a Material Adverse Effect or relate to this Amendment.

(b) Full Force and Effect . All provisions of the Credit Agreement remain in full force and effect on and after the date hereof except as expressly amended hereby. The parties do not amend any provisions of the Credit Agreement except as expressly amended hereby.

(c) Counterparts . This Amendment may be signed in counterparts (by facsimile transmission or otherwise) but all of such counterparts together shall constitute one and the same instrument.

(d) Incorporation into Credit Agreement . This Amendment shall be incorporated into the Credit Agreement by this reference. All representations, warranties, Events of Default and covenants set forth herein shall be a part of the Credit Agreement as if originally contained therein.

(e) Governing Law . This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws principles.

(f) No Novation . Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. The Borrowers, the Guarantors, each Lender, and the Administrative Agent acknowledge and agree that this Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations, loans, liabilities, or indebtedness under the Credit Agreement or the other Loan Documents.

[SIGNATURE PAGES FOLLOW]

[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]