CONSOL Energy Inc. (NYSE:CEIX) entered into a definitive merger agreement to acquire remaining 39.3% stake in CONSOL Coal Resources LP (NYSE:CCR) for $34.3 million on October 22, 2020. Under the merger agreement, CEIX will acquire all of the approximately 10.9 million outstanding CCR common units that it does not already own at a fixed exchange ratio of 0.73 shares of CEIX common stock for each publicly held CCR common unit. CEIX currently own approximately 60.7% stake in CCR. In connection with the closing of the transaction, CCR's common units will cease to be publicly traded and the incentive distribution rights in CCR will be eliminated. CCR will operate as wholly owned subsidiary of CEIX. The conflict committee, composed of the independent members of the board of directors, will review the transaction. In case of termination, each of the parties are required to pay a termination fee of $3.5 million to the other. The transaction is subject to majority approval by CCR's common unitholders, approval by CEIX's stockholders, the effectiveness of a registration statement on Form S-4 and approval for listing on the New York Stock Exchange of the shares of CEIX Common Stock to be issued as consideration. The transaction is unanimously approved by the conflicts committee of the board of directors of CCR and the board of directors of CCR. The board of directors of CEIX also unanimously approved the transaction. The transaction is expected to close in the first quarter of 2021. The transaction is immediately accretive to CEIX's estimated 2021 organic free cash flow.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as financial advisors and Nick S. Dhesi, William N. Finnegan IV, Bill Finnegan, Joel Mack, Josh Marnitz, Adam Kestenbaum, Tim Fenn and Jim Cole of Latham & Watkins LLP is acting as legal advisors to CEIX. Citi and Credit Suisse also provided the fairness opinion to CEIX as part of the transaction. Intrepid Partners, LLC is acting as financial advisor and William J. Cooper of Sidley Austin LLP is acting as legal advisor to the CCR conflicts committee. Josh Davidson and Jude Dworaczyk of Baker Botts L.L.P acted as legal advisors to Intrepid Partners. D.F. King & Co., Inc. acted as the proxy solicitor to CEIX as part of the transaction. CEIX has agreed to pay Citi for its services in connection with the proposed merger an aggregate fee of $3 million, of which $1 million was payable upon delivery of Citi's opinion, $1 million is payable in respect of certain strategic advisory services and the balance is contingent upon consummation of the merger.