CANONSBURG, Pa., Dec. 30, 2020 /PRNewswire/ -- CONSOL Energy
Inc. (NYSE: CEIX) ("CEIX") and CONSOL Coal Resources LP (NYSE: CCR)
("CCR") announced that, at a special meeting held on December 29, 2020, the shareholders of CEIX
approved the issuance of shares of CEIX's common stock (the "CEIX
Stock Issuance") in connection with the previously announced merger
of a wholly owned subsidiary of CEIX with and into CCR (the
"Merger") pursuant to which CCR would survive as an indirect,
wholly owned subsidiary of CEIX. More than 99% of the total votes
cast in person or by proxy at CEIX's special meeting were voted in
favor of approving the CEIX stock issuance.
In addition, CCR's limited partners approved the Merger and the
adoption of the merger agreement relating to the Merger. The
holders of more than 83% of CCR's outstanding limited partner
interests approved the Merger and the adoption of the merger
agreement related thereto via written consent.
Following the approval of the CEIX Stock Issuance by the CEIX
stockholders and the approval of the Merger and the adoption of the
merger agreement related thereto by the CCR limited partners, CEIX
completed the acquisition of all of the outstanding common units of
CCR ("CCR Common Units") that it did not already own. As a result
of the transaction, CCR Common Units have been suspended from
trading on the New York Stock Exchange.
"The completion of this merger allows the equity holders of both
companies to benefit from a simplified corporate structure,
improved consolidated credit metrics, elimination of dual public
company costs and improved financial flexibility," said
Jimmy Brock, President and CEO of
CONSOL Energy Inc.
About CONSOL Energy Inc.
CONSOL Energy Inc. (NYSE: CEIX) is a Canonsburg, Pennsylvania-based producer and
exporter of high-Btu bituminous thermal and crossover metallurgical
coal. It owns and operates some of the most productive longwall
mining operations in the Northern Appalachian Basin. Its flagship
operation is the Pennsylvania Mining Complex, which has the
capacity to produce approximately 28.5 million tons of coal per
year and is comprised of three large-scale underground mines:
Bailey, Enlow Fork, and Harvey. CEIX also owns and operates the
CONSOL Marine Terminal, which is located in the port of
Baltimore and has a throughput
capacity of approximately 15 million tons per year. In addition to
the ~669 million reserve tons associated with the Pennsylvania
Mining Complex and the ~21 million reserve tons associated with the
Itmann project, CEIX also controls approximately 1.5 billion tons
of greenfield thermal and metallurgical coal reserves located in
the major coal-producing basins of the eastern United States. Additional information
regarding CEIX may be found at www.consolenergy.com
About CONSOL Coal Resources LP
CONSOL Coal Resources LP (NYSE: CCR) is a master limited
partnership formed in 2015 to manage and further develop all of
CEIX's active coal operations in Pennsylvania. Its assets include a 25%
undivided interest in, and operational control over, the
Pennsylvania Mining Complex, which consists of three underground
mines—Bailey, Enlow Fork and Harvey—and related infrastructure. For
its ownership interest, CCR has an effective annual production
capacity of 7.1 million tons of high-Btu North Appalachian thermal
coal. More information is available on CCR's website
www.ccrlp.com.
Cautionary Statements
All statements in this press release (and oral statements made
regarding the subjects of this communication), including those that
express a belief, expectation or intention, may be considered
forward-looking statements (as defined in Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended) that involve risks and
uncertainties that could cause actual results to differ materially
from projected results. Without limiting the generality of the
foregoing, forward-looking statements contained in this
communication include statements relying on a number of assumptions
concerning future events and are subject to a number of
uncertainties and factors, many of which are outside the control of
CEIX and CCR, which could cause actual results to differ materially
from such statements. Accordingly, investors should not place undue
reliance on forward-looking statements as a prediction of actual
results. The forward-looking statements may include, but are not
limited to, statements regarding the expected benefits of the
transaction to CEIX and CCR and their stockholders and unitholders,
respectively; the expected future growth, dividends and
distributions of the combined company; and plans and objectives of
management for future operations. When we use the words "believe,"
"intend," "expect," "may," "should," "anticipate," "could,"
"estimate," "plan," "predict," "project," or their negatives, or
other similar expressions, the statements which include those words
are usually forward-looking statements. When we describe strategy
that involves risks or uncertainties, we are making forward-looking
statements. While CEIX and CCR believe that the assumptions
concerning future events are reasonable, they caution that there
are inherent difficulties in predicting certain important factors
that could impact the future performance or results of their
businesses. Among the factors that could cause results to differ
materially from those indicated by such forward-looking statements
are: the failure to realize the anticipated costs savings,
synergies and other benefits of the transaction; the possible
diversion of management time on transaction-related issues; local,
regional and national economic conditions and the impact they may
have on CEIX, CCR and their customers; the impact of outbreaks of
communicable diseases such as the novel highly transmissible and
pathogenic coronavirus (COVID-19) on business activity, CEIX's and
CCR's operations and national and global economic conditions,
generally; conditions in the coal industry, including a sustained
decrease in the level of supply or demand for coal or a sustained
decrease in the price of coal; the financial condition of CEIX's or
CCR's customers; any non-performance by customers of their
contractual obligations; changes in customer, employee or supplier
relationships resulting from the transaction; changes in safety,
health, environmental and other regulations; the results of any
reviews, investigations or other proceedings by government
authorities; and the performance of CEIX and CCR.
The forward-looking statements in this press release speak only
as of the date of this report; we disclaim any obligation to update
these statements. We have based these forward-looking statements on
our current expectations and assumptions about future events. While
our management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond our control. These risks, contingencies and
uncertainties relate to, among other matters, the risks and
uncertainties set forth in the "Risk Factors" section of CEIX's and
CCR's respective Annual Reports on Form 10-K for the year ended
December 31, 2019 and Quarterly
Reports on Form 10-Q for the three months ended March 31, 2020, June 30,
2020 and September 30, 2020,
respectively, each filed with the Securities and Exchange
Commission, and any subsequent reports filed with the Securities
and Exchange Commission.
No Offer or Solicitation
This release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities pursuant to the transaction or otherwise, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Contacts:
Investor:
Nathan Tucker at (724) 416-8336
Media:
Zach Smith at (724) 416-8291
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SOURCE CONSOL Energy Inc.; CONSOL Coal Resources LP
