PITTSBURGH, March 9, 2015 /PRNewswire/ -- CONSOL Energy Inc.
(NYSE: CNX) ("CONSOL") announced today that it has commenced cash
tender offers (the "Offers") to purchase (i) any and all of its
$1,014,800,000 in outstanding
aggregate principal amount of 8.25% senior notes due 2020 (the
"2020 Notes") and (ii) any and all of its $250,000,000 in outstanding aggregate principal
amount of 6.375% senior notes due 2021 (the "2021 Notes" and,
together with the 2020 Notes, the "Notes" and each, a "Series" of
Notes). In connection with the Offers, CONSOL is soliciting
consents (the "Consent Solicitations") to (i) proposed amendments
that would shorten to three business days the minimum notice period
for optional redemption and eliminate substantially all restrictive
covenants and certain default provisions contained in the indenture
governing the 2020 Notes (the "2020 Indenture") and (ii) proposed
amendments that would eliminate substantially all restrictive
covenants and certain default provisions contained in the indenture
governing the 2021 Notes (the "2021 Indenture" and, together with
the 2020 Indenture, the "Indentures"). The Offers are scheduled to
expire at 11:59 p.m., New York City time, on April 6, 2015, unless extended or earlier
terminated (the "Expiration Time"). Holders of Notes that validly
tender (and do not validly withdraw) their Notes and provide their
consents to the amendments to the Indentures before 5:00 p.m., New York
City time, on March 20, 2015,
unless extended (the "Consent Expiration"), will be eligible
to receive the applicable Total Consideration (as set forth below).
If we purchase less than all of the outstanding 2020 Notes pursuant
to the applicable Tender Offer, we currently intend (but are not
obligated) to redeem any remaining outstanding 2020 Notes pursuant
to the 2020 Indenture, although the timing of any such redemption
is within our discretion.
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The following table summarizes the material pricing terms for
each $1,000 aggregate principal
amount of 2020 Notes and the 2021 Notes, respectively:
Title of
Security
|
CUSIP No.
|
Aggregate
Outstanding
Principal Amount(1)
|
Tender Offer
Consideration(2)
|
Consent
Payment(3)
|
Total
Consideration
(2)(3)(4)
|
8.25% Senior Notes
due 2020
|
20854PAF6
|
$1,014,800,000
|
$995.75
|
$50.00
|
$1,045.75
|
6.375% Senior Notes
due 2021
|
20854PAH2
|
$250,000,000
|
$1,000.00
|
$50.00
|
$1,050.00
|
|
|
|
|
|
|
|
(1)
|
As of March 9,
2015.
|
(2)
|
Plus accrued and
unpaid interest from the last interest payment date to, but not
including, the applicable settlement date.
|
(3)
|
Per $1,000 principal
amount of Notes tendered prior to the Consent
Expiration.
|
(4)
|
Includes the consent
payment.
|
The Offers contemplate an early settlement option, so that
holders whose Notes are validly tendered prior to the Consent
Expiration and accepted for purchase could receive payment on an
initial settlement date, provided that the conditions to the Offers
have been satisfied or waived, as described more fully below.
Tenders of Notes may be validly withdrawn and consents may be
validly revoked until the Withdrawal Time (as defined below).
Holders who validly tender their Notes after the Consent Expiration
and prior to the Expiration Time will be eligible to receive
payment of the applicable Tender Offer Consideration on the final
settlement date, which is expected to be April 7, 2015.
In connection with the Offers, CONSOL is soliciting consents to
certain proposed amendments to the Indentures. Holders may not
tender their Notes without delivering consents or deliver consents
without tendering their Notes. No consent payments will be made in
respect of Notes tendered after the Consent Expiration. Following
receipt of the consent of holders of a majority in principal amount
of each Series of the outstanding Notes, CONSOL will execute a
supplemental indenture to amend each Indenture, in the case of the
2020 Notes, to shorten to three business days the minimum notice
period for option redemption and, in the case of both Series of
Notes, to eliminate substantially all restrictive covenants and
certain events of default in the Indentures. The supplemental
indentures will be effective at that time, but will not become
operative until CONSOL has purchased a majority in principal amount
of the outstanding Notes of the applicable Series.
Tendered Notes may be withdrawn and consents may be revoked
before 5:00 p.m., New York City time, on March 20, 2015, unless extended (the "Withdrawal
Time"), but generally not afterwards, unless required by law. Any
extension or termination of the Offers will be followed as promptly
as practicable by a public announcement thereof.
The Offers are subject to the satisfaction or waiver of certain
conditions including: (1) receipt of consents to the amendments to
the Indentures from holders of a majority in principal amount of
the outstanding Notes of the applicable Series; (2) execution of
the supplemental indentures effecting the amendments; (3) a
financing condition, which we expect to satisfy by issuing
long-term senior unsecured debt but, subject to market conditions
and at our sole discretion, we may elect to enter into alternative
debt financing; and (4) certain other customary conditions.
The complete terms and conditions of the Offers are described in
the Offer to Purchase and Consent Solicitation Statement dated
March 9, 2015, copies of which may be
obtained from D.F. King & Co.,
Inc., the tender agent and information agent for the Offers, by
calling (877) 864-5055 (US toll-free) or by emailing
cnx@dfking.com.
CONSOL has also retained Goldman, Sachs & Co. as the dealer
manager for the Offers and solicitation agent for the Consent
Solicitations. Questions regarding the terms of the Offers may be
directed to the Liability Management Group of Goldman, Sachs &
Co. by calling (212) 902-6941 (collect) or (800) 828-3182 (US
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 Notes or their respective affiliates is
making any recommendation as to whether or not holders should
tender all or any portion of their Notes in the Offer.
This announcement is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consents with respect to any
securities. The Offers are being made solely by the Offer to
Purchase and Consent Solicitation Statement dated March 9, 2015. The Offers are not being made to
holders of 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 2014 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.