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): March 9, 2015
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 March 9, 2015, CONSOL Energy Inc. issued a press release announcing
the commencement of a cash tender offer for any and all of its outstanding 8.25% senior notes due 2020 and any and all of its outstanding 6.375% senior notes due 2021. 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 are 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
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Description of Exhibit |
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Exhibit 99.1 |
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Press Release dated March 9, 2015 regarding the commencement of a cash tender offer for any and all of CONSOL Energy Inc.s outstanding 8.25% senior notes due 2020 and any and all of its outstanding 6.375% senior notes due
2021. |
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: March 9, 2015
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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 March 9, 2015 regarding the commencement of a cash tender offer for any and all of CONSOL Energy Inc.s outstanding 8.25% senior notes due 2020 and any and all of its outstanding 6.375% senior notes due
2021. |
Exhibit 99.1
CONSOL Energy Inc. Announces Cash Tender Offers for Any and All of its Outstanding
8.25% Senior Notes Due 2020 and 6.375% Senior Notes due 2021
PITTSBURGH, March 9, 2015 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.
The following table summarizes the material pricing terms for each $1,000 aggregate principal amount of 2020 Notes and the 2021 Notes, respectively:
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Title of Security |
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CUSIP No. |
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Aggregate Outstanding Principal Amount(1) |
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Tender Offer Consideration(2) |
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Consent Payment(3) |
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Total Consideration(2)(3)(4) |
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8.25% Senior Notes due 2020 |
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20854PAF6 |
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$ |
1,014,800,000 |
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995.75 |
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50.00 |
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$ |
1,045.75 |
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6.375% Senior Notes due 2021 |
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20854PAH2 |
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$ |
250,000,000 |
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$ |
1,000.00 |
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$ |
50.00 |
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$ |
1,050.00 |
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(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.
Contacts:
Investor: |
Tyler Lewis at (724) 485-3157 |
Media: |
Brian Aiello at (724) 485-3078 |
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