8-K

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): November 9, 2018

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.)

748 T-7 Road, Gillette, Wyoming	82718
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  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 13(a) of the Exchange Act. o

Item 1.02      Termination of a Material Definitive Agreement.

CPE Elects to Terminate Its Undrawn Credit Agreement

As disclosed in Cloud Peak Energy Inc.’s (“CPE”) Quarterly Report on Form 10-Q for the period ending September 30, 2018, CPE has been evaluating potential alternatives with respect to its Credit Agreement with PNC Bank, National Association, as administrative agent, and a syndicate of lenders, originally dated as of February 21, 2014, (as amended, the “Credit Agreement”) to achieve CPE’s business objectives and priorities.  These alternatives include exercising CPE’s right to terminate the Credit Agreement in the near term.  As of September 30, 2018, the Credit Agreement availability was reduced to $16.2 million of borrowing capacity based upon the quarterly financial covenant calculations.

On November 9, 2018, Cloud Peak Energy Resources LLC (“CPE Resources”), a wholly owned subsidiary of CPE, provided PNC Bank, National Association with notice to terminate the Credit Agreement.  The termination of the Credit Agreement is effective as of November 15, 2018.

As of September 30, 2018, CPE had $109.5 million in cash and cash equivalents.  CPE has no outstanding borrowings or undrawn letters of credit under the Credit Agreement, CPE has not historically used the Credit Agreement as a source of working capital and CPE had no current plans to draw on the Credit Agreement.  The Credit Agreement would have required CPE Resources to pay over $3.0 million in additional commitment and administrative fees during the remaining term of the Credit Agreement through May 2021, which will now be avoided.

The termination of the Credit Agreement does not result in a default under CPE Resources’ Accounts Receivable Securitization Program (the “A/R Securitization Program”) or the indentures for CPE Resources’ 12.00% second lien senior notes due 2021 or 6.375% senior notes due 2024.  As a result of the termination of the Credit Agreement, CPE will record a non-cash write off of certain deferred financing costs in the amount of approximately $4.1 million.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Retention Program

The Compensation Committee of CPE’s Board of Directors has approved retention agreements with the members of CPE’s executive management team:  Mr. Colin Marshall, President and Chief Executive Officer; Mr. Heath Hill, Executive Vice President and Chief Financial Officer; Mr. Bruce Jones, Executive Vice President and Chief Operating Officer; Mr. Bryan Pechersky, Executive Vice President, General Counsel and Corporate Secretary; Ms. Amy Clemetson, Senior Vice President, Human Resources; and Mr. Todd Myers, Senior Vice President, Marketing and Business Development.

The Compensation Committee approved the retention program in recognition of the demonstrated work and commitment of the executive management team and the significant benefits to CPE of retaining the current executives to continue assisting CPE in managing through ongoing challenges facing the U.S. coal industry.  The retention agreements were also implemented in light of the additional uncertainty associated with the separately announced review of potential strategic alternatives, as disclosed in Item 7.01 in this Form 8-K.

Each executive’s agreement was entered on November 9, 2018 and extends through July 1, 2020.  The agreements provide for the payment of up to 100% of each executive’s current base salary in five separate payments, in accordance with the terms and conditions of the agreement:  four quarterly payments of 15% of each executive’s respective base salary from July 1, 2019 through April 1, 2020 and one quarterly payment of 40% of each executive’s base salary on July 1, 2020.

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This description of the executive retention agreements does not purport to be complete and is qualified in its entirety by reference to the full terms and conditions of the form of retention agreement, which is filed with this Report as Exhibit 10.1 and is incorporated in this Item 5.02 by reference.

Item 7.01.Regulation FD Disclosure.

Termination of Undrawn Credit Agreement

On November 13, 2018, CPE issued a press release announcing its termination of its undrawn credit agreement, as described further in Item 1.02 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 CPE filings.

CPE Announces Strategic Alternatives Review

On November 13, 2018, CPE issued a press release announcing that its Board of Directors, working together with its management team and legal and financial advisors, has commenced a review of strategic alternatives, including a potential sale of the Company. CPE has engaged J.P. Morgan Securities LLC as its financial advisor and Allen & Overy LLP as legal counsel in connection with the review of strategic alternatives.

CPE’s Board of Directors has not made any decisions related to any transactions at this time and there can be no assurance that the exploration of strategic alternatives will result in any transaction. The Board has not set a specific timetable for its process and CPE does not intend to provide updates unless or until it determines that further disclosure is appropriate or necessary.

The full text of the press release is furnished with this Report as Exhibit 99.2 and is incorporated in this Item 7.01 by reference.  The information contained in this Item 7.01 (including Exhibit 99.2) 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 CPE filings.

Cautionary Note Regarding Forward-Looking Statements for Items 1.02, 5.02 and 7.01 of this Form 8-K

This Report on Form 8-K, including Items 1.02, 5.02 and 7.01, 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, beliefs, assumptions and estimates regarding our company, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, statements regarding (1) the potential impact of CPE’s termination of its Credit Agreement and future available liquidity, (2) the potential benefits of CPE’s executive retention program, (3) the strategic alternatives review being undertaken by CPE’s Board of Directors, (4) CPE’s operational and financial priorities, (5) CPE’s responses to the changes in the U.S. coal industry and ongoing challenging industry conditions, (6) CPE’s efforts to position the company for future growth opportunities, and (7) other statements regarding CPE’s plans, strategies, prospects and expectations concerning CPE’s business, operating results, financial condition, liquidity 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, including (1) CPE’s future available liquidity, (2) CPE’s ability to retain its executive management team, (3) the potential timing, benefits and outcome of the Board’s strategic alternatives review and risks and uncertainties associated with any potential strategic alternatives, (4) the timing and extent of any sustained recovery of currently depressed coal industry conditions and the impact of ongoing or further depressed industry conditions on CPE, and (5) other risk factors and cautionary language described from time to

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time in the reports and registration statements CPE files with the Securities and Exchange Commission, including those in Item 1A - Risk Factors in CPE’s most recent Form 10-K and any updates thereto in CPE’s Forms 10-Q and current reports on Form 8-K.  Additional factors, events, or uncertainties that may emerge from time to time, or those that CPE currently deems to be immaterial, could cause CPE’s actual results to differ, and it is not possible for CPE to predict all of them.  CPE makes forward-looking statements based on currently available information, and CPE assumes no obligation to, and expressly disclaims 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.

Item 9.01      Financial Statements and Exhibits

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

10.1	Filed Form of Executive Retention Agreement, dated November 9, 2018, entered into by Cloud Peak Energy Inc. and each of Mr. Colin Marshall, Mr. Heath Hill, Mr. Bruce Jones, Mr. Bryan Pechersky, Ms. Amy Clemetson, and Mr. Todd Myers
99.1	Furnished Press Release of Cloud Peak Energy Inc., dated November 13, 2018, Announcing CPE’s Termination of Its Undrawn Credit Agreement
99.2	Furnished Press Release of Cloud Peak Energy Inc., dated November 13, 2018, Announcing CPE’s Strategic Alternatives Review

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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: November 13, 2018	By:	/s/ Bryan J. Pechersky
	Name:	Bryan J. Pechersky
	Title:	Executive Vice President, General Counsel, and Corporate Secretary

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EX-10.1

Exhibit 10.1

EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (this “Agreement”) is made by and among CLOUD PEAK ENERGY INC. (the “Company”) and                       (“Executive”) and is entered into as of November 9, 2018 (the “Effective Date”).

1.Purpose.  The Company recognizes the important goal of retaining Executive as an employee of the Company, and, in furtherance of that goal, the Company wishes to provide financial incentives for Executive to remain an employee for the period of time specified in this Agreement and to continue to perform in a highly effective manner and contribute to the success of the Company and its affiliates.  Except to the extent otherwise defined herein, capitalized terms used in this Agreement shall have the meaning given them in that certain employment agreement between Executive and the Company, dated              , and as in effect as of the date hereof, regardless of whether modified or terminated in the future (the “Employment Agreement”).

2.Retention Payment.

(a)Payment Amount.  Provided that Executive has continuously remained an active full-time employee of the Company from the Effective Date through the applicable “Retention Dates” set forth in the following table, the Company shall pay to Executive an amount equal to the product of (i) 100% of Executive’s annualized base salary, as in effect on the Effective Date (the “Retention Amount”), and (ii) the applicable “Retention Percentage” specified in the table below that corresponds to the applicable Retention Date (each such payment, a “Retention Payment”):

Retention Date	Retention Percentage
July 1, 2019	15	%
October 1, 2019	15	%
January 1, 2020	15	%
April 1, 2020	15	%
July 1, 2020	40	%

Notwithstanding the foregoing, in the event that the Company implements a retention program for all employees, or for a subset of employees that would otherwise include employees in Executive’s (or a comparable) position, then Executive will receive the greater of the benefits provided under such other program or the benefits provided under this Agreement.

(b)Payment Date and Payment Form.  Executive shall be paid each Retention Payment for which Executive has satisfied the eligibility requirements on the first

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regularly scheduled pay date occurring on or after the applicable Retention Date.  Each Retention Payment shall be made in the form of a lump sum cash payment.

(c)Effect of Certain Employment Terminations.  In the event that Executive’s employment with the Company or its Affiliates terminates by reason of (i) Executive’s death or Disability, or (ii) a termination by the Company without Cause, or (iii) a termination by Executive due to Good Reason, in each case prior to the last Retention Date specified in the table above, then Executive (or Executive’s beneficiary in the event of death) shall be eligible to receive: (1) in the case of a termination by the Company without Cause or by Executive for Good Reason, all remaining unpaid Retention Payments, and (2) in the case of a termination by reason of Executive’s death or Disability, a pro-rata portion of the next applicable Retention Payment, calculated by multiplying the next Retention Payment by a fraction, the numerator of which is the number of days that have elapsed between the immediately preceding Retention Date (or the Effective Date if Executive’s termination of employment occurs prior to the first Retention Date) and the date of Executive’s termination of employment, and the denominator of which is 90.  Any payment made upon termination of Executive’s employment pursuant to this paragraph shall be made in a lump sum on the first regularly scheduled pay date occurring on or after the termination of Executive’s employment.

For purposes of this Agreement, “Affiliate” shall mean with respect to the Company, any entity directly or indirectly controlling, controlled by or under common control with the Company.

3.Not a Contract of Employment.  This Agreement is not a contract of employment and does not guarantee Executive employment for any specified period of time.

4.Waiver.  No provisions of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing signed by Executive and such officer as may be specifically designated by Company.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

5.Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State specified as governing law in Executive’s Employment Agreement, without regard to conflicts of laws principles of such State.

6.Section 409A.  This Agreement is intended to comply with, or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be construed and administered in accordance with Section 409A.

7.Entire Agreement.  This Agreement contains all of the understandings and representations between the Company and Executive relating to the retention bonus and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, with respect to any retention bonus; provided, however, that this Agreement shall not supersede or modify any other agreements between the Company and

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Executive, and specifically, Executive’s Employment Agreement shall remain in full force and effect.

8.Validity.  The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9.Counterparts.  This Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10.Assignment; Change in Control.  The provisions of this Agreement shall bind and inure to the benefit of the Company and its successors and assigns.  The term “successors” as used in this Agreement shall include any corporation or other business entity which shall by merger, consolidation, purchase, or otherwise, acquire all or substantially all of the business and assets or ownership of the Company, and successors of any such corporations or other business entities.  Where appropriate, the term “Company” as used in this Agreement shall also include any other successor that assumes the Agreement.  Notwithstanding anything to the contrary herein, in the event that (a) any successor fails to assume the Agreement, either by express agreement or operation of law, or (b) following a “Change in Control” (as defined in the Company’s Long-Term Incentive Plan), a successor that has assumed this Agreement terminates Executive’s employment involuntarily and for a reason other than Cause or Executive terminates employment for Good Reason, in each case, prior to the last Retention Date specified in Section 2(a) above, then the aggregate Retention Amount (to the extent unpaid) shall become immediately payable in a single lump sum cash payment, and, following such payment, the Agreement shall terminate and no additional amounts will be payable hereunder.

11.Withholding of Taxes.  The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.

12.Other Benefits.  The Retention Amount is a special payment to Executive and will not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension or retirement, death, or other benefit under any bonus, incentive, pension or retirement, insurance, or other employee benefit plan of the Company, unless such plan or agreement expressly provides otherwise.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CLOUD PEAK ENERGY INC.
By:
	Name:
	Title:
EXECUTIVE:
Name:

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EX-99.1

Exhibit 99.1

PRESS RELEASE

November 13, 2018

CLOUD PEAK ENERGY ANNOUNCES ITS ELECTION TO

TERMINATE ITS UNDRAWN CREDIT AGREEMENT

Gillette, Wyo. (BUSINESSWIRE) — Cloud Peak Energy Inc. (NYSE:CLD), one of the largest U.S. coal producers and the only pure-play Powder River Basin (“PRB”) coal company, today announced that Cloud Peak Energy Resources LLC (“CPE Resources”), a wholly owned subsidiary of Cloud Peak Energy Inc., provided PNC Bank, National Association with notice to terminate the Credit Agreement with PNC Bank, National Association, as administrative agent, and a syndicate of lenders, originally dated as of February 21, 2014 (as amended, the “Credit Agreement”).  The termination of the Credit Agreement is effective as of November 15, 2018.

As disclosed in the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2018, the Company has been evaluating potential alternatives with respect to its Credit Agreement to achieve the Company’s business objectives and priorities, including exercising the Company’s right to terminate the Credit Agreement.  As of September 30, 2018, the Credit Agreement availability was reduced to $16.2 million of borrowing capacity based upon the quarterly financial covenant calculations.

As of September 30, 2018, the Company had $109.5 million in cash and cash equivalents.  The Company has no outstanding borrowings or undrawn letters of credit under the Credit Agreement, the Company has not historically used the Credit Agreement as a source of working capital and the Company had no current plans to draw on the Credit Agreement.  The Credit Agreement would have also required CPE Resources to pay over $3.0 million in additional commitment and administrative fees during the remaining term of the Credit Agreement through May 2021, which will now be avoided.

The termination of the Credit Agreement does not result in a default under CPE Resources’ Accounts Receivable Securitization Program (the “A/R Securitization Program”) or the indentures for CPE Resources’ 12.00% second lien senior notes due 2021 or 6.375% senior notes due 2024.  As a result of the termination of the Credit Agreement, the Company will record a non-cash write off of certain deferred financing costs in the amount of approximately $4.1 million.

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 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 2017, Cloud Peak Energy sold approximately 58 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 complementary surface assets in the Northern PRB, further building the Company’s long-term position to serve Asian export and domestic customers.  With approximately 1,300 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 two 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, beliefs, assumptions and estimates regarding our company, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, statements regarding the potential impact of our termination of our Credit Agreement, future available liquidity and other statements regarding our plans, strategies, prospects and expectations concerning our business, operating results, financial condition, liquidity 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, including our actual future available liquidity, the timing and extent of any sustained recovery of currently depressed coal industry conditions and the impact of ongoing or further depressed industry conditions on our company and other risk factors and cautionary language described from time to time in the reports and registration statements we file with the Securities and Exchange Commission, 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 Form 8-K.  Additional factors, events, or uncertainties that may emerge from time to time, or those that we currently deem to be immaterial, could cause our actual results to differ, and it is not possible for us to predict all of them.  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.

SOURCE: Cloud Peak Energy Inc.

Contact:

John Stranak, (720) 566-2932

Investor Relations

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EX-99.2

Exhibit 99.2

PRESS RELEASE

November 13, 2018

CLOUD PEAK ENERGY ANNOUNCES

STRATEGIC ALTERNATIVES REVIEW

Gillette, Wyo. (BUSINESSWIRE) — Cloud Peak Energy Inc. (NYSE:CLD), one of the largest U.S. coal producers and the only pure-play Powder River Basin (“PRB”) coal company, today announced that its Board of Directors, working together with the Company’s management team and legal and financial advisors, has commenced a review of strategic alternatives, including a potential sale of the Company. The Company has engaged J.P. Morgan Securities LLC as its financial advisor and Allen & Overy LLP as legal counsel in connection with the strategic alternatives review.

Colin Marshall, President and Chief Executive Officer of Cloud Peak Energy, commented, “While our Board is undertaking this strategic review, Cloud Peak Energy remains focused on executing against our operational and financial priorities. We will continue to adjust our business to the structural changes in the U.S. coal industry and to position our company for future growth opportunities.”

The Company’s Board of Directors has not made any decisions related to any transactions at this time and there can be no assurance that the exploration of strategic alternatives will result in any transaction. The Board has not set a specific timetable for its process and the Company does not intend to provide updates unless or until it determines that further disclosure is appropriate or necessary.  In connection with this strategic review process, the Compensation Committee of the Board approved an executive retention program through July 2020 for the senior management team, as further described in the Company’s Form 8-K filed today.

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 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 2017, Cloud Peak Energy sold approximately 58 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 complementary surface assets in the Northern PRB, further building the Company’s long-term position to serve Asian export and domestic customers.  With approximately 1,300 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 two 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, beliefs, assumptions and estimates regarding our company, industry, economic conditions, government regulations and energy policies and other factors. Forward-looking statements may include, for example, statements regarding the Board of Directors’ strategic evaluation process, our operational and financial priorities, our responses to the structural changes in the U.S. coal industry, our efforts to position our company for future growth opportunities, and other statements regarding our plans, strategies, prospects and expectations concerning our business, operating results, financial condition, liquidity 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, including risks and uncertainties regarding the potential timing, benefits and outcome of the Board’s strategic evaluation process and risks and uncertainties associated with any potential strategic transaction.  Forward-looking statements are also subject to the risk factors and cautionary language described from time to time in the reports and registration statements we file with the Securities and Exchange Commission, 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 Form 8-K.  Additional factors, events, or uncertainties that may emerge from time to time, or those that we currently deem to be immaterial, could cause our actual results to differ, and it is not possible for us to predict all of them.  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.

SOURCE: Cloud Peak Energy Inc.

Contact:

John Stranak, (720) 566-2932

Investor Relations

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