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 23, 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 23, 2015, CONSOL Energy Inc. issued a press release announcing
the receipt of consents in connection with its previously announced tender offers and consent solicitations with respect to all of its outstanding 8.25% senior notes due 2020 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
Number |
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Description of Exhibit |
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Exhibit 99.1 |
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Press Release dated March 23, 2015 regarding the receipt of consents in connection with the previously announced tender offers and consent solicitations with respect to all of CONSOL Energy Inc.s outstanding 8.25% senior
notes due 2020 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 23, 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 23, 2015 regarding the receipt of consents in connection with the previously announced tender offers and consent solicitations with respect to all of CONSOL Energy Inc.s outstanding 8.25% senior
notes due 2020 and all of its outstanding 6.375% senior notes due 2021. |
Exhibit 99.1
CONSOL Energy Inc. Announces Receipt of Requisite Consents with Respect to its Tender Offers and Consent
Solicitations for its 8.25% Senior Notes Due 2020 and its 6.375% Senior Notes Due 2021
PITTSBURGH, March 23, 2015 /PRNewswire/ CONSOL
Energy Inc. (NYSE: CNX) (CONSOL) announced today that, as of 5:00 p.m., New York City time, on March 20, 2015 (the Consent Expiration), as reported by the tender agent, it had received tenders and consents from holders
of approximately $937.8 million, or 92.4 percent, of the principal amount of its outstanding 8.25% senior notes due 2020 (the 2020 Notes), and it had received tenders and consents from holders of approximately $229.2 million, or 91.7
percent, of the principal amount of its outstanding 6.375% senior notes due 2021 (the 2021 Notes), in connection with its previously announced tenders offers (the Tender Offers) and consent solicitations in respect of the
2020 Notes and the 2021 Notes, respectively.
CONSOL intends to execute a supplemental indenture with respect to the indenture governing the 2020 Notes
(the 2020 Indenture) that will eliminate substantially all restrictive covenants and certain default provisions contained in the 2020 Indenture, including shortening the minimum notice period for optional redemptions to three business
days (the 2020 Supplemental Indenture). CONSOL also intends to execute a supplemental indenture with respect to the indenture governing the 2021 Notes (the 2021 Indenture) that will eliminate substantially all restrictive
covenants and certain default provisions contained in the 2021 Indenture (the 2021 Supplemental Indenture). The 2020 Supplemental Indenture and the 2021 Supplemental Indenture, however, will not become operative until CONSOL has
purchased a majority in principal amount of the 2020 Notes and 2021 Notes, respectively, pursuant to the terms of the Tender Offers.
CONSOLs
obligation to accept for purchase, and to pay for, any of the 2020 Notes and the 2021 Notes, respectively, pursuant to the Tender Offers is subject to a number of conditions that are set forth in the Offers to Purchase and Solicitation of Consents
Statement, dated March 9, 2015 (the Offer to Purchase Statement), including the satisfaction of a financing condition whereby CONSOL will complete one or more debt financings with sufficient net proceeds to pay the total
consideration for all tendered 2020 Notes and 2021 Notes (the Financing Condition). Subject to the satisfaction or waiver of the remaining customary conditions to the Tender Offers, CONSOL expects to pay to all holders who validly
tendered their 2020 Notes prior to the Consent Expiration, and did not withdraw them prior to 5:00 p.m., New York City time, today (the Withdrawal Time), the Total Consideration of $1,045.75 for each $1,000 principal amount of 2020
Notes, which includes a $50.00 consent payment on or before the final settlement date described below. Additionally, subject to the satisfaction or waiver of the remaining customary conditions to the Tender Offers, CONSOL expects to pay to all
holders who validly tendered their 2021 Notes prior to the Consent Expiration, and did not withdraw them prior to the Withdrawal Time, the Total Consideration of $1,050.00 for each $1,000 principal amount of 2021 Notes, which includes a $50.00
consent payment, on or before the final settlement date described below.
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on
April 6, 2015, unless extended (the Expiration Time). Holders who validly tender their 2020 Notes after the Consent Expiration but before the Expiration Time will be eligible to receive on the final settlement date only the Tender
Offer Consideration, which is $995.75 for each $1,000 principal amount of 2020 Notes, and $1,000.00 for each $1,000 principal amount of 2021 Notes, neither of which includes a consent payment. The final settlement date is expected to be
April 7, 2014.
Holders whose 2020 Notes or 2021 Notes are purchased in the Tender Offers, respectively, will also receive
accrued and unpaid interest from the most recent applicable interest payment date up to, but not including, the applicable settlement date.
The
Withdrawal Time has passed, so previously tendered 2020 Notes or 2021 Notes, as the case may be, may no longer be withdrawn, and holders who tender their 2020 Notes or 2021 Notes, as the case may be, thereafter will not have withdrawal rights.
The complete terms and conditions of the Tender Offers are described in the Offer to Purchase Statement, copies of which may be obtained from D.F.
King & Co., Inc., the tender agent and information agent for the Offer, by calling (800) 967-4612 (US toll-free) or by emailing cnx@dfking.com.
CONSOL has also retained Goldman, Sachs & Co. as dealer manager for the Tender Offers and solicitation agents for the consent solicitations.
Questions regarding the terms of the Tender Offers may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (212) 902-6941 (collect) or (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
and the 2021 Notes or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their 2020 Notes or 2021 Notes in the Tender Offers.
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 Tender
Offers are being made solely by the Offer to Purchase Statement dated March 9, 2015. The Tender Offers are not being made to holders of 2020 Notes or 2021 Notes, as the case may be, 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 Energy Inc. (NYSE: CNX) is a Pittsburgh-based
producer of natural gas and coal. The company 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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Contacts: |
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Investor: |
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Tyler Lewis at (724) 485-3157 |
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Media: |
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Brian Aiello at (724) 485-3078 |
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