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.
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.
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SOURCE CONSOL Energy Inc.