As filed with the Securities and Exchange Commission on October 21, 2019
Registration No. 333-214869
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
Registration Statement No. 333-214869
UNDER THE SECURITIES ACT OF 1933
CLOUD PEAK ENERGY INC.*
CLOUD PEAK ENERGY RESOURCES LLC
CLOUD PEAK ENERGY FINANCE CORP.
(Exact name of registrants as specified in their charters)
Delaware |
| 26-3088162 |
Delaware |
| 26-4073917 |
Delaware |
| 27-1254674 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
748 T-7 Road
Gillette, Wyoming 82718
(307) 687-6000
(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)
Colin Marshall
Chief Executive Officer
Cloud Peak Energy Inc.
748 T-7 Road
Gillette, Wyoming 82718
(307) 687-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Shelley A. Barber |
| Bryan Pechersky, Esq. |
Approximate date of commencement of proposed sale to the public: Not Applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
Cloud Peak Energy Inc. |
| Large accelerated filer o Accelerated filer x |
| Non-accelerated filer o Smaller reporting company x Non-accelerated filer o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
* Certain subsidiaries of Cloud Peak Energy Inc. are also registrants and are identified on the following page.
Table of Additional Registrant Guarantors
Exact Name of Registrant Guarantor(1) |
| State or Other |
| I.R.S. Employer |
Antelope Coal LLC |
| Delaware |
| 93-0678952 |
Arrowhead I LLC |
| Delaware |
| 45-5533024 |
Arrowhead II LLC |
| Delaware |
| 38-3882098 |
Arrowhead III LLC |
| Delaware |
| 36-4739696 |
Big Metal Coal Co. LLC |
| Delaware |
| 46-0610200 |
Caballo Rojo Holdings LLC |
| Delaware |
| 27-0604824 |
Caballo Rojo LLC |
| Delaware |
| 74-2629409 |
Cloud Peak Energy Logistics LLC |
| Oregon |
| 93-0937973 |
Cloud Peak Energy Logistics I LLC |
| Delaware |
| 47-4843370 |
Cloud Peak Energy Services Company |
| Delaware |
| 87-0509797 |
Cordero Mining Holdings LLC |
| Delaware |
| 27-0604837 |
Cordero Mining LLC |
| Delaware |
| 23-2006991 |
Cordero Oil and Gas LLC |
| Delaware |
| 27-4395726 |
Kennecott Coal Sales LLC |
| Oregon |
| 93-0890466 |
Nerco Coal LLC |
| Delaware |
| 93-0807859 |
Nerco Coal Sales LLC |
| Tennessee |
| 93-0767134 |
Nerco LLC |
| Delaware |
| 90-0633907 |
Prospect Land and Development LLC |
| Oregon |
| 93-0826404 |
Resource Development LLC |
| Washington |
| 93-0587027 |
Sequatchie Valley Coal Corporation |
| Tennessee |
| 93-0799113 |
Spring Creek Coal LLC |
| Delaware |
| 93-0678948 |
Western Minerals LLC |
| Oregon |
| 93-0523201 |
Youngs Creek Holdings I LLC |
| Delaware |
| 46-0783481 |
Youngs Creek Holdings II LLC |
| Delaware |
| 20-8779722 |
Youngs Creek Mining Company, LLC |
| Delaware |
| 20-8735734 |
(1) The address for the registrant guarantors is 748 T-7 Road, Gillette, Wyoming 82718, and the telephone number for the registrant guarantors is (307) 687-6000.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”) filed by Cloud Peak Energy Inc. (the “Company”), Cloud Peak Energy Resources LLC, Cloud Peak Energy Finance Corp. and the guarantors identified in the Table of Additional Registrant Guarantors above (collectively, the “Registrants”) with the Securities and Exchange Commission (the “SEC”):
1. Registration Statement on Form S-3 (File No. 333-214869), filed with the SEC on December 1, 2016, pertaining to the registration of up to $350,000,000 of (a) the Company’s common stock, par value $0.01 per share; preferred stock, par value $0.01 per share; debt securities, which may be fully and unconditionally guaranteed by one or more of its subsidiaries, including Cloud Peak Energy Resources LLC; warrants to purchase any of the other securities registered; rights to purchase common stock, preferred stock and/or debt securities; units and depositary shares consisting of one or more of these classes of securities; and stock purchase contracts and stock purchase units covering one or more of these classes of securities; and (b) Cloud Peak Energy Resources LLC’s debt securities, which may be co-issued by its wholly-owned finance subsidiary, Cloud Peak Energy Finance Corp., and which may be fully and unconditionally guaranteed by Cloud Peak Energy Inc. and by one or more of its subsidiaries.
On May 10, 2019, the Company and substantially all of its wholly owned domestic subsidiaries filed voluntary petitions under Chapter 11 (“Chapter 11”) of Title 11 of the U.S. Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Pursuant to an order entered by the Bankruptcy Court, the Chapter 11 cases (collectively, the “Chapter 11 Cases”) are being jointly administered under the caption In re Cloud Peak Energy Inc., et al., Case No. 19-11047. On October 2, 2019, 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], pursuant to which the Bankruptcy Court approved the sale of substantially all of the Company’s operating assets to Navajo Transitional Energy Company, LLC pursuant to that certain Asset Purchase Agreement dated as of August 19, 2019 (as amended, the “Asset Purchase Agreement”). 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 Debtors 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 at a hearing to be held before the Bankruptcy Court on December 5, 2019 at 9:30 a.m. (Eastern Time).
In connection with the Chapter 11 Cases, the Registrants have terminated any and all offerings pursuant to the Registration Statement. In accordance with the undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrants hereby remove from registration all of such securities registered under the Registration Statement but not sold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gillette, State of Wyoming, on October 21, 2019. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| ANTELOPE COAL LLC | ||
| ARROWHEAD I LLC | ||
| ARROWHEAD II LLC | ||
| ARROWHEAD III LLC | ||
| BIG METAL COAL CO. LLC | ||
| CABALLO ROJO HOLDINGS LLC | ||
| CABALLO ROJO LLC | ||
| CLOUD PEAK ENERGY INC. | ||
| CLOUD PEAK ENERGY RESOURCES LLC | ||
| CLOUD PEAK ENERGY FINANCE CORP. | ||
| CLOUD PEAK ENERGY LOGISTICS LLC | ||
| CLOUD PEAK ENERGY LOGISTICS I LLC | ||
| CLOUD PEAK ENERGY SERVICES COMPANY | ||
| CORDERO MINING HOLDINGS LLC | ||
| CORDERO MINING LLC | ||
| CORDERO OIL AND GAS LLC | ||
| KENNECOTT COAL SALES LLC | ||
| NERCO COAL LLC | ||
| NERCO COAL SALES LLC | ||
| NERCO LLC | ||
| PROSPECT LAND AND DEVELOPMENT LLC | ||
| RESOURCE DEVELOPMENT LLC | ||
| SEQUATCHIE VALLEY COAL CORPORATION | ||
| SPRING CREEK COAL LLC | ||
| WESTERN MINERALS LLC | ||
| YOUNGS CREEK HOLDINGS I LLC | ||
| YOUNGS CREEK HOLDINGS II LLC | ||
| YOUNGS CREEK MINING COMPANY, LLC | ||
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| By: | /s/ Colin S. Marshall | |
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| Name: | Colin S. Marshall |
|
| Title: | President and Chief Executive Officer |
