Davis Polk & Wardwell LLP advised Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and RBC Capital Markets Corporation as representatives of the several underwriters on the $459 million initial public offering of 30,600,000 shares of Cloud Peak Energy Inc. (Cloud Peak). The underwriters have an option to purchase an additional 4,590,000 shares from Cloud Peak pursuant to an over-allotment option. The initial public offering of Cloud Peak completes the carve-out by Rio Tinto America Inc. of its western U.S. coal business. Cloud Peak’s common stock is traded on the New York Stock Exchange under the symbol “CLD.”

Davis Polk also advised Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and RBC Capital Markets Corporation as representatives of the several initial purchasers in connection with the offering by Cloud Peak Energy Resources LLC (CPER LLC) and Cloud Peak Energy Finance Corp. (CPEFC) of $300 million aggregate principal amount of their 8.25% senior notes due 2017 and $300 million aggregate principal amount of their 8.5% senior notes due 2019.

In addition, Davis Polk advised Morgan Stanley Senior Funding, Inc. as administrative agent in connection with a $400 million senior secured revolving and letter of credit facility for CPER LLC. The loans and other obligations under the credit facility are guaranteed and secured by substantially all of CPER LLC's assets and subsidiaries.

Cloud Peak is the third-largest producer of coal in the U.S. and operates two of the five largest coal mines in the Powder River Basin and in the U.S. Cloud Peak’s operations include three wholly owned surface coal mines, two of which are in Wyoming and one in Montana, and a 50% interest in a fourth surface coal mine in Montana. Cloud Peak produces sub-bituminous steam coal with low sulfur content, which is sold primarily to domestic electric utilities. In 2008, coal produced by Cloud Peak generated approximately 4.4% of the electricity produced in the U.S.

The Davis Polk capital markets team included partners Richard A. Drucker and Michael Kaplan and associates Arthur Einav, Michael J. Moldowan, Jeannette K. Safi and Erik Niit (not yet admitted). The credit team included partner James A. Florack and associates Angela Doolan, Dessislav Dobrev and Adam J. Ross (not yet admitted). Partner Michael Mollerus and associate M. Ryan LaRosa of the Menlo Park office provided tax advice. Partner Gail A. Flesher and associate Emma L. Ahrens provided environmental advice. Counsel Susan D. Kennedy and associates Regina Chang and Joshua Erez provided real estate advice. Counsel Marcie A. Goldstein provided FINRA advice. Counsel Erin K. Cho of the Washington DC office provided benefits advice. Associate Pritesh P. Shah provided intellectual property advice. Gwendolyn P. Ranada, Natalie Chan and Fatima Santos were the legal assistants for the transaction. Unless otherwise noted, all members of the Davis Polk team are based in the New York office.

Fried, Frank, Harris, Shriver & Jacobson LLP, Cadwalader, Wickersham & Taft LLP and Holland & Hart LLP advised Cloud Peak, CPER LLC, CPEFC and Rio Tinto America Inc.