CONSOL Energy (CNX) Closes Sale of W. Canada Coal Assets for $127M

January 3, 2013 7:39 AM EST
CONSOL Energy Inc. (NYSE: CNX) sold non-producing western Canadian coal assets in the closing days of 2012 for $127 million in two separate transactions.

In the first transaction, CONSOL Energy partnered with Forbes & Manhattan Inc. ("F&M"), a private merchant bank headquartered in Toronto, Canada, for the sale of a portion of its metallurgical coal assets located in Alberta, Canada. Ram River Coal Corp. ("Ram River Coal"), a private Ontario company created by F&M to purchase the coal assets, acquired 100% of the Ram River and Scurry Ram coal properties on December 21, 2012 (the "Acquisition") for aggregate consideration of $105 million ($102.5 million payable to CONSOL Energy). The Ram River coal property has an in-situ coal resource of approximately 380 million tons and estimated washed coal product of approximately 75 million tons.

On closing, Ram River Coal made an aggregate cash payment of $55 million ($52.5 million payable to CONSOL Energy) and under the terms of the asset purchase agreement shall make additional payments to CONSOL Energy of $25.5 million on or before June 21, 2013 and $24.5 million on or before June 21, 2014. CONSOL Energy has retained the right to receive up to $20 million of the second or third cash payments in common shares of Ram River Coal.

Concurrent with the closing of the Acquisition, Ram River Coal closed an offering of common shares at a price of $1.00 per share for aggregate gross proceeds of $85 million. Ram River Coal retained Delano Capital Corp. and Cormark Securities Inc. to act as agents in connection with the offering. The lead investors in the offering were Liberty Metals & Mining Holdings, LLC, a wholly-owned subsidiary of Boston-based Liberty Mutual Insurance, and corporations controlled by Lundin family trusts. Ram River Coal expects to close a second tranche of the offering for additional proceeds of $20 million on or before January 31, 2013.

In the second transaction, effective December 20, 2012, CONSOL Energy agreed to sell its interest in other coal assets, subject to certain conditions, in Alberta, for $24 million. The buyer is Riversdale Resources, headquartered in Sydney, Australia. The primary asset is Grassy Mountain Surface Mine, where CONSOL's share of the recoverable reserves is estimated to be 30 million tons. CONSOL anticipates closing this transaction during the second quarter of 2013.

The $127 million in cash from these sales, when combined with the previous 2012 asset sales of $224 million, means that CONSOL Energy sold assets in excess of $350 million during the year. None of the assets sold in 2012 generated revenue during the year. The company expects to sell additional non-core assets in 2013.

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