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.
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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.
CONSOL's 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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SOURCE CONSOL Energy Inc.