Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Under the terms of the Merger Agreement, at the effective time of the Merger,
(i) each outstanding common unit representing a limited partner interest in the
Partnership (each, a "Partnership Common Unit") other than Partnership Common
Units owned by CEIX and its subsidiaries (each, a "Public Common Unit") will be
converted into the right to receive, subject to adjustment as described in the
Merger Agreement, 0.73 shares of common stock, par value
The Conflicts Committee (the "Conflicts Committee") of the board of directors of the General Partner (the "CCR Board") (acting upon the recommendation of the Conflicts Committee) has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, is in the best interests of the Partnership, including the holders of Public Common Units, (ii) recommended that the CCR Board resolve to direct that the Merger Agreement be submitted to a vote of the limited partners of the Partnership (the "Limited Partners") and (iii) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement. The CCR Board has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, is in the best interests of the Partnership and the Limited Partners (ii) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (iii) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement
The board of directors of CEIX (the "CEIX Board") has approved the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of CEIX Common Stock as the Merger Consideration (the "CEIX Stock Issuance"), and has resolved to submit the approval of the CEIX Stock Issuance to a vote of the holders of CEIX Common Stock.
The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of such party's business during the interim period between the execution of the Merger Agreement and the effective time of the Merger and (ii) the obligation to use reasonable best efforts to cause the Merger to be consummated.
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Completion of the Merger is subject to certain customary conditions, including,
among others: (i) approval of the CEIX Stock Issuance by a majority of votes
cast at a special meeting of holders of shares of CEIX Common Stock; (ii) the
receipt of the Written Consent (as defined below); (iii) there being no law or
injunction prohibiting consummation of the transactions contemplated under the
Merger Agreement; (iv) the effectiveness of a registration statement on Form S-4
relating to the shares of CEIX Common Stock to be issued as Merger
Consideration; (v) approval for listing on the
The Merger Agreement provides for certain termination rights for both CEIX and
the Partnership. The Merger Agreement provides that upon termination of the
Merger Agreement under certain circumstances, CEIX will be obligated to
reimburse the Partnership for its expenses in an amount not to exceed
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Support Agreement
In connection with execution of the Merger Agreement, the Partnership and CEIX
entered into a Support Agreement, dated as of
The Written Consent will be delivered within two business days after the
Registration Statement becomes effective under the Securities Act of 1933, as
amended (the "Securities Act"). As of
The Support Agreement also generally prohibits CEIX from transferring the Covered Units. The Support Agreement terminates upon the earliest to occur of the termination of the Merger Agreement, the time the Merger becomes effective and the written agreement of the parties to the Support Agreement to terminate the Support Agreement.
The foregoing description of the Support Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
The foregoing summaries of the Merger Agreement and the Support Agreement have been included to provide investors and security holders with information regarding the terms of the Merger Agreement and the Support Agreement and are qualified in their entirety by the terms and conditions of the Merger Agreement and the Support Agreement, respectively. They are not intended to provide any other factual information about CEIX, the Partnership or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Merger Agreement and the Support Agreement were made only for purposes of such agreements and as of specified dates, were solely for the benefit of the respective parties to such agreements, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties to such agreements instead of establishing these matters as facts, and may be subject to standards of materiality that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of CEIX, the Partnership or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement and the Support Agreement, which subsequent information may or may not be fully reflected in CEIX's or the Partnership's public disclosures. . . .
Item 7.01 Regulation FD Disclosure.
CEIX and the Partnership issued a joint press release on
The information set forth in this Item 7.01 and the attached Exhibit 99.1 and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-Looking Statements
All statements in this report (and oral statements made regarding the subjects of this communication), including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements relying on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of CEIX and the Partnership, which could cause actual results to differ materially from such statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include, but are not limited to, statements regarding the expected benefits of the proposed transaction to CEIX and the Partnership and their stockholders and unitholders, respectively; the anticipated completion of the proposed transaction and the timing thereof; and the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. 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. While CEIX and the Partnership believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their businesses. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the transaction; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction are not obtained; local, regional and national economic conditions and the impact they may have on CEIX, the Partnership and their customers; the impact of outbreaks of communicable diseases such as the novel highly transmissible and pathogenic coronavirus (COVID-19) on business activity, the Company's operations and national and global economic conditions, generally; conditions in the coal industry, including a sustained decrease in the level of supply or demand for coal or a sustained decrease in the price of coal; the financial condition of CEIX's or the Partnership's customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the transaction; changes in safety, health, environmental and other regulations; the results of any reviews, investigations or other proceedings by government authorities; and the performance of CEIX.
The forward-looking statements in this press release speak only as of the date
of this report; 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 risks and uncertainties set forth in the
"Risk Factors" section of CEIX's Annual Report on Form 10-K for the year ended
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No Offer or Solicitation
This report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information and Where You Can Find It
In connection with the proposed transaction, CEIX will file a registration
statement on Form S-4, including a consent solicitation statement/proxy
statement/prospectus of CEIX and the Partnership, with the
Participants in the Solicitation Relating to the Merger
CEIX, the Partnership and their respective directors, executive officers and
certain other members of management may be deemed to be participants in the
solicitation of proxies and consents in respect of the transaction. Information
about these persons is set forth in CEIX's proxy statement relating to its 2020
Annual Meeting of Stockholders, which was filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of the Exhibit 2.1* Agreement and Plan of Merger, dated as ofOctober 22, 2020 , by and amongCONSOL Energy Inc. ,Transformer LP Holdings Inc. ,Transformer Merger Sub LLC , CONSOL Coal Resources LP andCONSOL Coal Resources GP LLC 10.1 Support Agreement, dated as ofOctober 22, 2020 , by and amongCONSOL Energy Inc. and CONSOL Coal Resources LP 99.1 Press Release datedOctober 23, 2020 99.2 Investor Presentation datedOctober 23, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K
and will be provided to the
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