PITTSBURGH, July 29, 2014 /PRNewswire/ -- CONSOL Energy
Inc. (NYSE: CNX) ("CONSOL") today announced that it has commenced a
modified "Dutch Auction" cash tender offer (the "Tender Offer") to
purchase up to $200,000,000 principal
amount (the "Tender Cap") of its 8.25% senior notes due 2020 (the
"2020 Notes"). The Tender Offer will expire at 11:59 p.m., New York
City time, on August 25, 2014,
unless extended by CONSOL in its sole discretion (such time, as the
same may be extended, the "Expiration Time"). Holders of 2020
Notes that validly tender (and do not validly withdraw) their 2020
Notes prior to 5:00 p.m.,
New York City time, on
August 11, 2014, unless extended by
CONSOL in its sole discretion (such time, as the same may be
extended, the "Early Tender Time"), will be eligible to receive the
Total Consideration (as defined below) for their 2020 Notes.
The following table summarizes the material pricing terms for
each $1,000 aggregate principal
amount of 2020 Notes.
Title of
Security
|
Aggregate
Outstanding
Principal Amount(1)
|
Withdrawal Deadline
/
Early Tender Time
|
Early Tender
Premium(2)
|
Total Consideration
(Accepted Bid Price
Range)(2)(3)(4)
|
8.25% Senior Notes due
2020
|
$1,250,000,000
|
5:00 p.m., New York
City time, August 11,
2014
|
$30.00
|
$1,070.00 to
$1,087.50
|
|
(1) Aggregate
principal amount outstanding as of July 29, 2014.
|
(2) Per $1,000
principal amount of Notes tendered prior to the Early Tender
Time.
|
(3) Includes the
Early Tender Premium
|
(4) Plus accrued and
unpaid interest from the last interest payment date to, but not
including, the applicable Settlement Date.
|
The "Total Consideration" for each $1,000 principal amount of 2020 Notes validly
tendered (and not validly withdrawn) pursuant to the Tender Offer
prior to the Early Tender Time and which are accepted for purchase
by CONSOL pursuant to the Tender Offer will be equal to the
Clearing Price (as defined below). The Total Consideration is
deemed to include an "Early Tender Premium" equal to $30 for each $1,000
principal amount of 2020 Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offer.
The "Tender Offer Consideration" for each $1,000 principal amount of 2020 Notes validly
tendered pursuant to the Tender Offer after the Early Tender Time
and prior to the Expiration Time and accepted for purchase pursuant
to the Tender Offer will be equal to the Total Consideration minus
the Early Tender Premium. Tendered 2020 Notes may be validly
withdrawn at any time prior to 5:00
p.m., New York City time,
on August 11, 2014, unless extended
by CONSOL (such date and time, as the same may be extended, the
"Withdrawal Deadline"), but not thereafter. In addition to the
Total Consideration or the Tender Offer Consideration, as
applicable, holders who validly tender (and do not validly
withdraw) 2020 Notes that are accepted for purchase by CONSOL
pursuant to the Tender Offer will also receive a cash payment
representing the accrued and unpaid interest on such 2020 Notes
from the last interest payment date to, but not including, the
applicable Settlement Date (as defined below) for such 2020
Notes.
The Tender Offer is being conducted, and the Clearing Price will
be determined, pursuant to a modified "Dutch Auction" until the
Early Tender Time. This means that holders who elect to participate
in the Tender Offer prior to the Early Tender Time must specify the
minimum Total Consideration they would be willing to receive in
exchange for each $1,000 principal
amount of 2020 Notes they choose to tender in the Tender Offer. The
price that holders specify for each $1,000 principal amount of 2020 Notes must be
expressed in increments of $0.50, and
may not be not less than $1,070.00
and not more than $1,087.50 per
$1,000 principal amount of such 2020
Notes. Any bid price specified by a tendering holder with respect
to 2020 Notes validly tendered after the Early Tender Time and
prior to the Expiration Time shall be disregarded and not used for
purposes of calculating the Clearing Price, and holders who so
tender shall be deemed to have tendered with a bid price equal to
the Tender Offer Consideration (regardless of the bid price set
forth in the applicable Letter of Transmittal) and shall be
eligible to receive only the Tender Offer Consideration (and will
not be eligible to receive the Early Tender Premium) pursuant to
the Tender Offer, subject to proration as described below.
CONSOL reserves the right, but is not obligated, to elect to
accept 2020 Notes validly tendered (and not validly withdrawn)
prior to the Early Tender Time in an aggregate principal amount up
to the Tender Cap, provided that all conditions to the Tender Offer
have been satisfied or waived by CONSOL, on any date following the
Early Tender Time and prior to the Expiration Time. 2020 Notes so
accepted may be settled on the date of CONSOL's early acceptance or
promptly thereafter prior to the Expiration Time (the "Initial
Settlement Date"). The "Final Settlement Date" with respect to the
Tender Offer will be the date that CONSOL settles all 2020 Notes
accepted for purchase pursuant to the Tender Offer and not
previously settled on the Initial Settlement Date, if any. Each of
the Initial Settlement Date and the Final Settlement Date is
referred to as a "Settlement Date." No tenders of 2020 Notes
submitted after the Expiration Time will be valid or accepted.
CONSOL, if it accepts 2020 Notes for purchase in the Tender
Offer, will accept 2020 Notes validly tendered (and not validly
withdrawn) prior to the Early Tender Time in order of lowest to
highest bid prices specified by tendering holders (in increments of
$0.50), and will select the lowest
single bid price (the "Clearing Price") for all tenders of 2020
Notes prior to the Early Tender Time such that, for all tenders of
2020 Notes prior to the Early Tender Time whose bid price is equal
to or less than such Clearing Price, CONSOL will be able to accept
for purchase an aggregate principal amount of 2020 Notes up to the
Tender Cap or, if the aggregate principal amount of all 2020 Notes
validly tendered (and not validly withdrawn) prior to the Early
Tender Time is less than the Tender Cap, the Clearing Price will be
the highest bid price with respect to any 2020 Notes validly
tendered (and not validly withdrawn) prior to the Early Tender
Time. All bid prices at which 2020 Notes are validly tendered (and
not validly withdrawn) prior to the Early Tender Time will be used
for the purpose of determining the Clearing Price and proration as
described below. CONSOL will pay the same Total Consideration (less
the Early Tender Premium for any 2020 Notes tendered after the
Early Tender Time and prior to the Expiration Time) for all 2020
Notes validly tendered (and not validly withdrawn) below the
Clearing Price and accepted for purchase, upon the terms and
subject to the conditions of the Tender Offer, taking into account
prorationing as described below.
If the aggregate principal amount of 2020 Notes validly tendered
(and not validly withdrawn) prior to the Early Tender Time below
the Clearing Price exceeds the Tender Cap, then the Tender Offer
will be oversubscribed at the Early Tender Time and, subject to the
terms and conditions of the Tender Offer, CONSOL will accept for
purchase:
- first, 2020 Notes validly tendered (and not validly withdrawn)
with a bid price less than the Clearing Price; and
- second, 2020 Notes validly tendered (and not validly withdrawn)
with a bid price equal to the Clearing Price on a prorated basis,
according to the principal amount of such 2020 Notes,
such that CONSOL purchases an aggregate principal amount of 2020
Notes up to the Tender Cap. All 2020 Notes not accepted as a result
of prorationing and all 2020 Notes tendered at prices in excess of
the Clearing Price will be rejected from the Tender Offer and will
be returned to tendering holders at CONSOL's expense promptly
following the earlier of the Expiration Time or the date on which
the Tender Offer is terminated.
If the Tender Offer is not oversubscribed at the Early Tender
Time and the purchase of all 2020 Notes validly tendered after the
Early Tender Time and prior to the Expiration Time with a deemed
bid price equal to the Tender Offer Consideration (when combined
with all 2020 Notes validly tendered (and not validly withdrawn)
prior to the Early Tender Time) would cause CONSOL to accept for
purchase an aggregate principal amount of 2020 Notes in excess of
the Tender Cap, then the Tender Offer will be oversubscribed at the
Expiration Time and, subject to the terms and conditions of the
Tender Offer, CONSOL will accept for purchase, first, on the Early
Acceptance Date (or, if there is no Early Acceptance Date, promptly
after the Expiration Time), all 2020 Notes validly tendered (and
not validly withdrawn) prior to the Early Tender Time, and, second,
promptly after the Expiration Time, all 2020 Notes validly tendered
after the Early Tender Time and prior to the Expiration Time on a
prorated basis, according to the principal amount of such 2020
Notes, such that CONSOL purchases the maximum aggregate principal
amount of 2020 Notes that does not exceed the Tender Cap.
CONSOL expressly reserves the right, but is not obligated, to
increase the Tender Cap in its sole discretion without extending
the Withdrawal Deadline or otherwise reinstating withdrawal rights
of holders.
The Tender Offer is not conditioned upon any minimum number of
2020 Notes being tendered; however, the Tender Offer is subject to
a number of other terms and conditions, including the consummation
of a capital markets debt offering on terms satisfactory to CONSOL
in an aggregate principal amount of not less than $200,000,000.
The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase dated July 29, 2014, copies of which may be obtained
from D.F. King & Co., Inc., the
tender agent and information agent for the Tender Offer, by calling
(800) 848-3416 (US toll-free) or by emailing cnx@dfking.com.
CONSOL has retained Goldman, Sachs & Co. as the dealer
manager for the Tender Offer. Questions regarding the terms of the
Tender Offer may be directed to the Liability Management Group of
Goldman, Sachs & Co. by calling (800) 828-3182 (toll free).
None of CONSOL, its board of directors (or any committee
thereof), the dealer manager, the tender agent, the information
agent, the trustee for the 2020 Notes or their respective
affiliates is making any recommendation as to whether or not
holders of the 2020 Notes should tender all or any portion of their
2020 Notes in the Tender Offer.
This announcement is not an offer to purchase or a solicitation
of an offer to sell with respect to any securities. The Tender
Offer is being made solely by the Offer to Purchase dated
July 29, 2014. The Tender Offer is
not being made to holders of 2020 Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
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. Additional information may be found at
www.consolenergy.com.
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.
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SOURCE CONSOL Energy Inc.