Cloud Peak Energy Inc. (NYSE:CLD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Asset Purchase Agreement
As previously reported, in connection with Cloud Peak Energy Inc.s and substantially all of its direct and indirect subsidiaries (collectively, the Company) ongoing cases under Chapter 11 (Chapter 11) of Title 11 of the U.S. Code, on August 19, 2019, the Company and Navajo Transitional Energy Company, LLC (the Purchaser) entered into an Asset Purchase Agreement (as amended, the Asset Purchase Agreement) providing for the acquisition by the Purchaser of substantially all of the Companys assets, including the Companys Spring Creek, Cordero Rojo and Antelope mines. On October 21, 2019, the Company and the Purchaser entered into the Second Amendment to the Asset Purchase Agreement (the Second Amendment). The Second Amendment, among other things, amended the Asset Purchase Agreement to provide for the Purchaser to acquire certain additional assets and assume certain additional liabilities, to modify the Purchasers assumption and rejection of certain contracts and leases, to provide for certain post-closing insurance matters and to modify the terms of the promissory note to be made by the Purchaser (the Note), including making the Note an unsecured obligation, increasing the interest rate thereon to 9% per annum, instituting cumulative increases in principal amount outstanding if the Note is not paid off upon applicable anniversaries of the closing date, providing for $2.0 million of quarterly amortization through maturity and modifying certain negative covenant terms of the Note. The terms of the Note are described in the term sheet attached as Exhibit E to the Second Amendment filed as Exhibit 10.1 hereto.
On October 2, 2019, the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) entered an Order (I) Approving Sale of the Debtors Assets Free and Clear of Liens, (II) Approving Assumption and Assignment of Executory Contracts and Unexpired Leases, and (III) Granting Related Relief [Docket No. 674], to which the Bankruptcy Court approved the sale of substantially all of the Companys operating assets, including the Companys Spring Creek, Cordero Rojo and Antelope mines, to the Purchaser to the Asset Purchase Agreement. The Second Amendment is subject to approval by the Bankruptcy Court at a hearing to be held with the Bankruptcy Court on October 22, 2019. Subject to the satisfaction of certain closing conditions, the transactions contemplated by the Asset Purchase Agreement are expected to close in October 2019.
On October 4, 2019, the Company filed the Joint Chapter 11 Plan of Cloud Peak Energy Inc. and Certain of its Debtor Affiliates [Docket No. 680]. On October 14, 2019, the Company filed the First Amended Joint Chapter 11 Plan of Cloud Peak Energy Inc, and Certain of its Debtor Affiliates [Docket No. 711] (the Plan). The Company anticipates seeking confirmation of the Plan by the Bankruptcy Court at a hearing to be held with the Bankruptcy Court on December 5, 2019 at 9:30 a.m. (Eastern Time).
The description of the Second Amendment herein is only a summary thereof and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto and which is incorporated by reference herein.
Amendment to DIP Credit Agreement
On October 21, 2019, the Company entered into Amendment No. 11 to the Companys Superpriority Senior Secured Priming Debtor-in-Possession Credit Agreement (the DIP Credit Agreement, and such amendment, Amendment No. 11) with the lenders party thereto and Ankura Trust Company, LLC, as Administrative Agent and Collateral Agent. Amendment No. 11, among other things, extends the milestone dates set forth in the DIP Credit Agreement by which the transactions contemplated by the Asset Purchase Agreement must close.
The description of Amendment No. 11 herein is only a summary thereof and is qualified in its entirety by reference to the full text of Amendment No. 11, which is filed as Exhibit 10.2 and is incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
This Report on Form 8-K 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 managements current expectations, beliefs, assumptions and estimates regarding the Company, industry, economic conditions, government regulations and energy policies