PITTSBURGH, Oct. 23, 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 that it intends, subject to market
and other conditions, to offer and sell to eligible purchasers
$350 million of senior secured second
lien notes due 2025 (the "Notes") 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, and the final terms of the Notes will be
determined at the time of pricing of the Notes. The offering of
Notes is not conditioned upon the consummation of the
Separation
On the date of the consummation of the Separation (the
"Separation Date"), the Company intends to use the net proceeds of
the sale of the Notes, together with borrowings under its term loan
facilities and its revolving credit facility to be entered into on
the Separation Date, to (i) make a payment to CONSOL Energy Inc. in
accordance with the conditions of the Separation, (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 working capital needs and general
corporate purposes.
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.
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. 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.
View original content with
multimedia:http://www.prnewswire.com/news-releases/consol-mining-corporation-announces-private-offering-of-350-million-of-senior-secured-second-lien-notes-300541036.html
SOURCE CONSOL Energy Inc.