PITTSBURGH, Aug. 12, 2014 /PRNewswire/ -- CONSOL Energy
Inc. (NYSE: CNX) ("CONSOL") today announced the Early Tender Time
(as defined below) results and the determination of the Total
Consideration, as shown in the table below, for its previously
announced modified "Dutch Auction" tender offer (the "Tender
Offer") to purchase up to $200,000,000 (subject to increase, the "Tender
Cap") aggregate principal amount of its 8.25% senior notes due 2020
(the "2020 Notes").
CONSOL also announced that it has increased the Tender Cap from
$200,000,000 to $235,200,000. Except as described in this press
release, all other terms of the Tender Offer as described in the
Offer to Purchase (as defined below) remain unchanged.
On July 29, 2014, CONSOL commenced
the Tender Offer in accordance with the terms and conditions set
forth in the Offer to Purchase, dated July
29, 2014 (the "Offer to Purchase") sent to holders of the
2020 Notes. Capitalized terms used in this press release and not
defined herein have the meanings given to them in the Offer to
Purchase.
As of 5:00 p.m., New York City time, on August 11, 2014 (the "Early Tender Time"),
$943,559,000 aggregate principal
amount of 2020 Notes were validly tendered and not validly
withdrawn.
Select terms of the Tender Offer are described in the table
below.
Title of
Security
|
Aggregate
Outstanding
Principal Amount(1)
|
Principal Amount
Tendered(2)
|
Total
Consideration
(Clearing Price)(3)(4)(5)
|
8.25% Senior Notes
due 2020
|
$1,250,000,000
|
$943,559,000
|
$1,075.00
|
|
|
|
|
(1) Aggregate
principal amount outstanding as of July 29, 2014.
(2) As of 5:00 p.m.,
New York City time, on August 11, 2014.
(3) Per $1,000
principal amount of 2020 Notes accepted for purchase.
(4) Includes the
early tender premium of $30.00 per $1,000 principal amount of 2020
Notes (the "Early Tender Premium").
(5) Plus accrued and
unpaid interest from the last interest payment date to, but not
including, August 12, 2014.
|
CONSOL also announced the exercise of its early settlement right
for all of its 2020 Notes validly tendered (and not validly
withdrawn) prior to the Early Tender Time. A total of $235,200,000 aggregate principal amount of the
2020 Notes were accepted for payment, and settlement is expected to
occur on August 12, 2014.
Because the aggregate amount of 2020 Notes tendered exceeds the
Tender Cap, the 2020 Notes will be accepted for purchase as
provided in the Offer to Purchase:
- first, by accepting the $206,468,000 aggregate principal amount of 2020
Notes validly tendered (and not validly withdrawn) with a bid price
less than the Clearing Price; and
- second, by accepting the $28,732,000 aggregate principal amount of 2020
Notes validly tendered (and not validly withdrawn) with a bid price
equal to the Clearing Price.
Holders of 2020 Notes that have been accepted for purchase will
receive the Total Consideration, which amounts to a total of
$1,075.00 per $1,000 principal amount of 2020 Notes (including
the Early Tender Premium), plus accrued and unpaid interest from
the last interest payment date to, but not including, August 12, 2014.
The Withdrawal Deadline for the Tender Offer was 5:00 p.m., New York
City time, on August 11, 2014,
and has not been extended. 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"). Unless CONSOL further increases the Tender Cap
prior to the Expiration Time, no 2020 Notes tendered after the
Early Tender Time shall be accepted for purchase pursuant to the
Tender Offer.
All 2020 Notes tendered at prices in excess of the Clearing
Price will be returned to tendering holders at CONSOL's expense
promptly following the Expiration Time.
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.
Goldman, Sachs & Co. is acting 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.