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Published on 3/10/2014 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Cloud Peak Energy gets enough consents to amend 8¼% notes due 2017

By Angela McDaniels

Tacoma, Wash., March 10 - Cloud Peak Energy Inc. said holders had tendered $278.4 million principal amount, or 92.81%, of its $300 million of 8¼% senior notes due 2017 as of 5 p.m. ET on March 10, which was the consent date in a tender offer that began Feb. 25 and will end at 11:59 p.m. ET on March 24.

The notes were issued by the company and subsidiary Cloud Peak Energy Finance Corp., and the tender offer is being conducted by another company subsidiary, Cloud Peak Energy Resources LLC, according to a news release.

The company is soliciting consents to proposed amendments that would shorten to three business days the minimum notice period for optional redemptions and would eliminate substantially all of the restrictive covenants and some event-of-default provisions.

The company has entered into a supplemental indenture to the indenture that makes the proposed amendments effective, and the amendments will become operative when the company has purchased the notes tendered in the offer.

For each $1,000 principal amount, the company will pay $1,046.50, including a consent payment of $30.00 to those who tendered by the consent date.

Cloud Peak will also pay accrued interest to the settlement date. Initial settlement is slated for March 11.

The offer is conditioned on the execution of a supplemental indenture, which has been satisfied, and the receipt of at least $200 million of financing. The company expects to settle a $200 million offering of 6 3/8% senior notes due 2024 on March 11.

The dealer manager and solicitation agent is Goldman Sachs & Co. (212 357-6436 or 800 828-3182). The tender agent and information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers and 866 470-4300 for others).

Cloud Peak is a Gillette, Wyo.-based coal producer.


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