CONSOL Mining Corporation Announces Pricing of $300 Million of Senior Secured Second Lien Notes
PITTSBURGH, Oct. 31, 2017 /PRNewswire/ — CONSOL Mining Corporation (the «Company»), a Delaware corporation formed in connection with the announcement by its parent corporation, CONSOL Energy Inc. (NYSE: CNX), of its intention to separate its interests in its coal business from its oil and gas exploration business (the «Separation»), today announced the pricing of $300 million of its 11.00% senior secured second lien notes due 2025 (the «Notes») at a price of 100% of their face value in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the «Securities Act»). The Notes will pay interest semi-annually in arrears. The offering is expected to close on or about November 13, 2017, subject to the satisfaction of customary closing conditions.
The gross proceeds of the offering will initially be deposited into a segregated account held by the Company. The release of the proceeds is conditioned upon the consummation of the Separation. If the Separation is not consummated on or prior to 5 p.m. Eastern Time March 15, 2018 (the «Outside Date»), the Company will redeem the Notes in a special mandatory redemption at a price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest to, but excluding, the payment date of the special mandatory redemption.
If the Separation is consummated prior to the Outside Date, the Company intends to use the net proceeds of the sale of the Notes to make a payment to CONSOL Energy Inc. in accordance with the conditions of the Separation. The Company intends to use borrowings under its term loan facilities to be entered into on the date of the consummation of the Separation to (i) fund a portion of the payment to CONSOL Energy Inc., (ii) refinance existing indebtedness of CNX Coal Resources LP under its revolving credit facility, (iii) pay related fees and expenses and (iv) otherwise fund the Company’s capital needs and general corporate purposes. Upon the release of the proceeds, the Notes will be guaranteed on a senior secured second lien basis by the domestic wholly-owned subsidiaries of the Company that guarantee the Company’s credit facilities.
The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. In addition, the Company does not intend to list the Notes on any securities exchange or to include the Notes in any automated dealer quotation system.
About CONSOL Mining Corporation
CONSOL Mining Corporation was formed in connection with the Separation to hold CONSOL Energy Inc.’s coal business. Following the Separation, the Company will hold the assets and liabilities of CONSOL Energy Inc. relating to (i) its interests in the Pennsylvania Mining Complex, (ii) its interests in CNX Coal Resources LP, (iii) its wholly-owned terminal in the Port of Baltimore, and (iv) its greenfield reserves and certain related coal assets and liabilities.
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. This notice is being issued pursuant to and in accordance with Rule 135c of the Securities Act.
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 Securities Exchange Act of 1934, as amended) 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.
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SOURCE CONSOL Energy Inc.