Cloud Peak Energy Inc. Announces Public Offering of $100 Million of Mandatory Convertible Preferred Stock

November 18, 2014

Dateline:

GILLETTE, Wyo.

Public Company Information:

NYSE:
CLD

GILLETTE, Wyo.--(BUSINESS WIRE)--Cloud Peak Energy Inc. (NYSE: CLD) (“CPE Inc.”) announced that it has commenced a registered underwritten public offering of its Series A mandatory convertible preferred stock consisting of 100,000 shares with a liquidation preference of $1,000 per share. CPE Inc. intends to grant the underwriters a 30-day option to purchase up to 15,000 additional shares of mandatory convertible preferred stock to cover over-allotments, if any. CPE Inc. intends to use the net proceeds from the offering to fund a partial redemption of the outstanding 8.50% senior notes due 2019 issued in 2009 by Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. If the underwriters exercise their option to purchase additional shares of mandatory convertible preferred stock to cover over-allotments, CPE Inc. intends to use any net proceeds remaining after funding the proposed redemption for general corporate purposes.

Unless converted earlier at the option of the holder, each share of the mandatory convertible preferred stock will convert automatically into a variable number of shares of CPE Inc. common stock on or around December 1, 2017.

The mandatory convertible preferred stock will pay cumulative dividends at a fixed rate per annum on the liquidation preference of $1,000 per share, if declared by the board, payable quarterly in arrears in cash or, subject to certain limitations, in shares of common stock or in any combination of cash and shares of common stock, at CPE Inc.’s election.

J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are acting as joint book-running managers for the offering. The offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting J.P. Morgan Securities LLC at Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, NY 11717 or by calling (866) 803-9204 and Credit Suisse Securities (USA) LLC at One Madison Avenue, New York, NY 10010, Attention: Prospectus Department or by calling (800) 221-1037.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy shares of mandatory convertible preferred stock or any other securities, nor shall there be any sale of shares of mandatory convertible preferred stock or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A shelf registration statement relating to the mandatory convertible preferred stock has been filed with the SEC and became effective upon filing. The offering and sale of mandatory convertible preferred stock will be made pursuant to this effective shelf registration statement.

About Cloud Peak Energy®

Cloud Peak Energy Inc. (NYSE:CLD) is headquartered in Wyoming and is one of the largest U.S. coal producers and the only pure-play Powder River Basin (PRB) coal company. As one of the safest coal producers in the nation, Cloud Peak Energy mines low sulfur, subbituminous coal and provides logistics supply services. The Company owns and operates three surface coal mines in the PRB, the lowest cost major coal producing region in the nation. The Antelope and Cordero Rojo mines are located in Wyoming and the Spring Creek mine is located in Montana. In 2013, Cloud Peak Energy shipped 86.0 million tons from its three mines to customers located throughout the U.S. and around the world. Cloud Peak Energy also owns rights to substantial undeveloped coal and complimentary surface assets in the Northern PRB, further building the Company’s long-term position to serve Asian export and domestic customers. With approximately 1,700 total employees, the Company is widely recognized for its exemplary performance in its safety and environmental programs. Cloud Peak Energy is a sustainable fuel supplier for approximately four percent of the nation’s electricity.

Cautionary Note Regarding Forward Looking Statements

This release 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, energy policies and other factors. Forward-looking statements may include, for example, our ability to close this transaction, and other statements regarding this 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 and adversely from those expressed or implied in the forward-looking statements. For a discussion of some of the additional factors that could adversely affect our future results or the anticipated benefits of, or our ability to consummate, this transaction, refer to the risk factors described from time to time in the reports and registration statements we file with the 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 release, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Cloud Peak Energy Inc.
Karla Kimrey, 720-566-2932
Vice President, Investor Relations