Current Report Filing (8-k)
July 29 2014 - 5:20PM
Edgar (US Regulatory)
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): July 29, 2014
CONSOL Energy Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14901 |
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51-0337383 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
CNX Center
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317
(Address of principal executive offices)
(Zip code)
Registrants telephone number, including area code: (724) 485-4000
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 |
Regulation FD Disclosure. |
On July 29, 2014, CONSOL Energy Inc. issued a press release announcing
the pricing of $250 million of its 5.875% senior notes due 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed filed for the purpose
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit
Number |
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Description of Exhibit |
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Exhibit 99.1 |
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Press Release dated July 29, 2014 announcing the pricing of $250 million of CONSOL Energy Inc.s senior notes |
SIGNATURES
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.
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CONSOL ENERGY INC. |
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By: |
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/s/ Stephen W. Johnson |
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Stephen W. Johnson |
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Executive Vice President and Chief Legal and Corporate Affairs Officer |
Dated: July 29, 2014
Exhibit Index
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Exhibit
Number |
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Description of Exhibit |
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Exhibit 99.1 |
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Press Release dated July 29, 2014 announcing the pricing of $250 million of CONSOL Energy Inc.s senior notes |
Exhibit 99.1
CONSOL Energy Inc. Announces Pricing of Upsized Offering of $250 Million of Senior Notes
PITTSBURGH, July 29, 2014 CONSOL Energy Inc. (NYSE: CNX) (CONSOL) today announced the pricing of an additional $250 million of its
5.875% senior notes due 2022 (the Additional Notes) at a price equal to 102.75% of the principal amount of the Additional Notes. The offering was upsized from the previously announced $200 million aggregate principal amount. The offering
is expected to close on August 12, 2014, subject to the satisfaction of customary closing conditions. CONSOL initially offered and sold $1.6 billion aggregate principal amount of notes of the same series on April 16, 2014 (the
Initial Notes).
The Additional Notes will have identical terms, other than the issue date, issue price and, with regard to Additional Notes
sold in reliance on Regulation S under the Securities Act of 1933, as amended (the Securities Act), CUSIP number as the Initial Notes. Like the Initial Notes, the Additional Notes will be guaranteed by substantially all of CONSOLs
wholly-owned domestic restricted subsidiaries. CONSOL intends to use the net proceeds of the sale of the Additional Notes to purchase up to $200 million principal amount of its 8.25% senior notes due 2020 through a modified Dutch Auction
cash tender offer, which was commenced earlier today. We intend to use any remaining proceeds for general corporate purposes.
The Additional Notes have
not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Additional Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S.
persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
CONSOL is a Pittsburgh-based producer of natural
gas and coal. CONSOL is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin.
Cautionary Statements:
This press release does not
constitute an offer to sell or the solicitation of an offer to buy any notes nor shall there be any sale of notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
Various statements in this release, including those that express a belief, expectation or intention, may be considered
forward-looking statements (as defined in Section 21E of the Exchange Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital
spending. 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. The forward-looking statements in this press release, if any, speak only as of the date of this press release; 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 factors discussed in the 2013 Form 10-K under
Risk Factors, as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.
Contacts:
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Investor: |
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Dan Zajdel at (724) 485-4169 |
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Tyler Lewis at (724) 485-3157 |
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Media: |
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Kate ODonovan at (724) 485-3097 |
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Brian Aiello at (724) 485-3078 |
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