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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/19 Cloud Peak Energy Inc. 15-12B 12/23/19 1:68K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size
1: 15-12B Certification of Termination of Registration of a HTML 44K
Class of Securities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 15
____________________
CERTIFICATION AND NOTICE OF TERMINATION
OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-34547
____________________
CLOUD PEAK
ENERGY INC.
(Exact name of registrant as specified in its charter)
____________________
606 Post Road E #624
(646) 279-2210
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
| · | Common Stock, par value $0.01 per share of Cloud Peak Energy Inc. |
| · | Preferred Stock Purchase Rights of Cloud Peak Energy Inc. |
| · | Preferred Stock |
| · | Debt Securities |
| · | Guarantees of Debt Securities |
| · | Warrants |
| · | Rights |
| · | Units |
| · | Depositary Shares |
| · | Stock Purchase Contracts |
| · | Stock Purchase Units |
| · | 8.50% Senior Notes due 2019 of Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. |
| · | Guarantees of 8.50% Senior Notes due 2019 of Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. |
| · | 12.00% Second Lien Notes due 2021 of Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. |
| · | Guarantees of 12.00% Second Lien Notes due 2021 of Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. |
| · | 6.375% Senior Notes due 2024 |
| · | Guarantees of 6.375% Senior Notes due 2024 of Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. |
(Title of each class of securities covered by this Form)*
C:
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or
15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | x | |
| Rule 12g-4(a)(2) | o | |
| Rule 12h-3(b)(1)(i) | x** | |
| Rule 12h-3(b)(1)(ii) | o | |
| Rule 15d-6 | o | |
| Rule 15d-22(b) | o |
Approximate number of holders of record of as of the certification or notice date:
| · | Common stock: 1(1) |
| · | Preferred Stock Purchase Rights: 0 |
| · | Preferred Stock: 0 |
| · | Debt Securities: 0 |
| · | Guarantees of Debt Securities: 0 |
| · | Warrants: 0 |
| · | Rights: 0 |
| · | Units: 0 |
| · | Depositary Shares: 0 |
| · | Stock Purchase Contracts: 0 |
| · | Stock Purchase Units: 0 |
| · | 8.50% Senior Notes due 2019: 0 |
| · | Guarantees of 8.50% Senior Notes due 2019: 0 |
| · | 12.00% Second Lien Notes due 2021: 0(2) |
| · | Guarantees of Second Lien Notes due 2021: 0 |
| · | 6.375% Senior Notes due 2024: 0 |
| · | Guarantees of 6.375% Senior Notes due 2024: 0 |
| (1) | Held of record by Wilmington Savings Fund Society, FSB, as escrow agent for the benefit of 37 holders of record of entitlements to common stock. |
| (2) | The 12.00% Second Lien Notes due 2021 were amended and restated in a transaction exempt from registration under Section 1145 of the Bankruptcy Code. There are 37 holders of record of the amended and restated notes. |
* - The entities listed below (the “Co-Registrants”) are subsidiary issuers, in the case of Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp., and guarantors, in each other case, of each series of notes listed above and are also included in this certification:
|
Exact name of Co-Registrant as specified in its charter |
| 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 FINANCE CORP |
| CLOUD PEAK ENERGY LOGISTICS LLC |
|
CLOUD PEAK ENERGY LOGISTICS I LLC CLOUD PEAK ENERGY RESOURCES LLC CLOUD PEAK ENERGY RECEIVABLES LLC |
| CLOUD PEAK ENERGY SERVICES COMPANY |
| CORDERO MINING HOLDINGS LLC |
C:
| 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 |
The address of each Co-Registrant is 606 Post Road E #624 Westport, CT 06880, and the telephone number of each Co-Registrant is (646) 279-2210. The Co-Registrants have issued or guaranteed the classes of notes listed above that have been registered under the Securities Act of 1933, but each is exempt from the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 pursuant to Rule 12h-5 thereunder.
** - The registrants are suspending their Section 15(d) reporting obligations with respect to the securities listed above in reliance on prior no-action positions taken by the staff of the Division of Corporation Finance of the Securities and Exchange Commission in relation to Rule 12h-3.
C:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person on this 23rd day of December, 2019.
| CLOUD PEAK ENERGY INC. | |
| By: | /s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| CLOUD PEAK ENERGY SERVICES COMPANY | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| CLOUD PEAK ENERGY FINANCE CORP. | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| SEQUATCHIE VALLEY COAL CORPORATION | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| CLOUD PEAK ENERGY RECEIVABLES LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President | |
C:
| CLOUD PEAK ENERGY LOGISTICS LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| KENNECOTT COAL SALES LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| NERCO COAL SALES LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| PROSPECT LAND AND DEVELOPMENT LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| RESOURCE DEVELOPMENT LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
| WESTERN MINERALS LLC | |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
C:
|
ANTELOPE COAL LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
ARROWHEAD I LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
ARROWHEAD II LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
ARROWHEAD III LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
BIG METAL COAL CO. LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
CABALLO ROJO HOLDINGS LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
C:
|
CABALLO ROJO LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
CLOUD PEAK ENERGY LOGISTICS I LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
CLOUD PEAK ENERGY RESOURCES LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
CORDERO MINING HOLDINGS LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
C:
|
CORDERO MINING LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
CORDERO OIL AND GAS LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
NERCO COAL LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
C:
|
NERCO LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
SPRING CREEK COAL LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
C:
|
YOUNGS CREEK HOLDINGS II LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
|
YOUNGS CREEK MINING COMPANY, LLC
| |
|
By: |
/s/ Gilbert E. Nathan |
| Name: Gilbert E. Nathan | |
| Title: President and Chief Executive Officer | |
C: