CONSOL Energy Inc. Announces Private Offering of $200,000,000 of its 5.875% Senior Notes due 2022 Jul 29, 2014 06:45AM

PITTSBURGH, July 29, 2014 /PRNewswire/ -- CONSOL Energy Inc. (NYSE: CNX) ("CONSOL") today announced that it intends, subject to market and other conditions, to offer and sell to eligible purchasers an additional $200 million of its 5.875% senior notes due 2022 (the "Additional Notes"). CONSOL initially offered and sold $1.6 billion aggregate principal amount of notes of the same series on April 16, 2014 (the "Initial Notes"). The Additional Notes will have identical terms, other than the issue date, issue price and, with regard to Additional Notes sold in reliance on Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), CUSIP number as the Initial Notes. Like the Initial Notes, the Additional Notes will be guaranteed by substantially all of CONSOL's wholly-owned domestic restricted subsidiaries. CONSOL intends to use the net proceeds of the sale of the Additional Notes, together with cash on hand, to fund the purchase of up to $200 million principal amount of its 8.25% senior notes due 2020 pursuant to the modified "Dutch Auction" cash tender offer announced earlier today.

The Additional Notes have not been 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 Additional 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.

CONSOL is a Pittsburgh-based producer of natural gas and coal. CONSOL is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin.

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.

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 Exchange Act) 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. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in the 2013 Form 10-K under "Risk Factors," as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.

Logo - http://photos.prnewswire.com/prnh/20120416/NE87957LOGO

SOURCE CONSOL Energy Inc.


Capella Education Company Reports Second Quarter 2014 Results Jul 29, 2014 06:45AM

MINNEAPOLIS--(BUSINESS WIRE)-- Capella Education Company (NASDAQ: CPLA), a provider of online post-secondary education, primarily through its wholly owned subsidiary Capella University, today announced financial results for the three and six months ended June 30, 2014.

“As our performance continues to strengthen, we expect to return to total enrollment growth in the third quarter of 2014,” said Kevin Gilligan, chairman and chief executive officer. “Our strong second quarter results, coupled with our positive third quarter outlook, further increases our confidence that our strategies are on target and that we can successfully execute in the current market environment.”

For the three months ended June 30, 2014:

  • Revenues were $104.8 million, compared to $103.7 million in the second quarter of 2013, an increase of 1.1 percent.
  • Capella University total active enrollment decreased 0.6 percent to 35,791, new enrollment increased by 11.1 percent from second quarter 2013 and early cohort persistence improved by 4 percent.
  • Operating income was $15.5 million, compared to $17.5 million for the same period in 2013. Operating margin was 14.8 percent, compared to 16.8 percent for the second quarter 2013. This includes previously announced lease amendment charges of approximately $2.7 million. Excluding these charges, second quarter 2014 operating income was $18.2 million and the operating margin was 17.3 percent.
  • Net income for the second quarter of 2014 was $9.0 million, compared to $10.4 million for the same period in 2013.
  • Net income per diluted share was $0.72, compared to $0.83 for the same period in 2013.

For the six-month period ended June 30, 2014:

  • Revenues increased by 0.7 percent to $210.4 million, compared to $208.9 million for the same period in 2013.
  • Operating income for the six-month period ended June 30, 2014 was $30.6 million, or 14.5 percent of revenue, compared to $32.6 million, or 15.6 percent of revenue during the same period in 2013.
  • Net income was $17.9 million, or $1.42 per diluted share, compared to $19.2 million, or $1.54 per diluted share, for the same period in 2013.

Balance Sheet and Cash Flow

As of June 30, 2014, the Company had cash and marketable securities of $158.9 million, compared to $160.2 million at Dec. 31, 2013, and no debt for the same periods.

Cash flow from operating activities for the six months ended June 30, 2014 was $33.8 million compared to $41.6 million in the same period a year ago.

Dividend and Share Repurchase

A quarterly cash dividend of $0.35 per outstanding share of common stock was declared during the second quarter of 2014. The dividend was paid on July 10, 2014.

In the second quarter 2014, the Company repurchased approximately 110,000 shares of Capella stock for total consideration of $6.4 million. The remaining authorization as of the end of the second quarter was $39.4 million.

Outlook

For the third quarter ending Sept. 30, 2014, Capella University new enrollment growth is expected to be similar to year-over-year new enrollment growth in the second quarter 2014. Total enrollment and consolidated revenue is expected to increase about 1.0 to 2.0 percent compared to third quarter 2013.

The consolidated operating margin is anticipated to be approximately 10.5 to 11.5 percent of total revenue for the third quarter of 2014.

For the fiscal year ended Dec. 31, 2014, the Company is expected to report solid new enrollment, positive total enrollment and consolidated revenue growth. The consolidated annual operating margin is expected to be in the 14.5 percent range, including the second quarter 2014 lease amendment charges.

“Solid execution in the first half of 2014 and positive momentum into the third quarter position us well for a strong fiscal year 2014,” said Steve Polacek, senior vice president and chief financial officer. “We are particularly pleased with our expected annual operating performance improvements and return to total enrollment growth as we continue to invest in the future success of our learners.”

Forward-Looking Statements

Certain information in this news release does not relate to historical financial information, including statements relating to our future prospects and our expectations regarding our revenues, enrollment, and operating performance, and may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company cautions investors not to place undue reliance on any such forward-looking statements, which are based on information available at the time those statements are made or management's good faith belief as of that time with regard to future events, and should not be read as a guarantee of future performance or results. Such statements are subject to certain risks and uncertainties that could cause the company's actual results in the future to differ materially from its historical results and those presently anticipated or projected. The company undertakes no obligation to update its forward-looking statements to reflect events or circumstances arising after such date.

Among these risks and uncertainties are any failure to materially comply with the extensive regulatory framework applicable to us, including compliance with Title IV of the Higher Education Act and the regulations thereunder; complying with U.S. Department of Education rules, including those regarding incentive compensation; maintaining our business in accordance with regional and specialized accreditation standards and state regulatory and program approval requirements; changes in the administration, funding and availability for Title IV programs; responding to any governmental review of our business, marketing, or financial aid practices, including by any state attorneys general and/or federal Consumer Financial Protection Bureau; attracting and retaining high quality, academically prepared learners; responding to requests for information and complaints from the Minnesota Office of Higher Education and other states; maintaining and expanding existing commercial relationships with employers and developing new such relationships; successfully offering our FlexPath programs; effectively leveraging our brand driven marketing strategy; improving our conversion rates; keeping up with advances in technology important to the online learner experience; improving our learner persistence and cohort retention rate; successfully managing our PhD completion efforts; successfully identifying and managing business partnership opportunities; effectively managing data security risks; and managing risks associated with the overall competitive environment and general economic conditions.

Other factors that could cause the company's results to differ materially from those contained in its forward-looking statements are included under, among others, the heading "Risk Factors" in our most recent Form 10-K and Form 10-Qs on file with the Securities and Exchange Commission and other documents filed by the company with the Securities and Exchange Commission.

Conference Call

Capella will discuss its second quarter 2014 results and outlook during a conference call scheduled today, July 29, 2014, at 9:00 a.m. Eastern time (ET). To participate in the live call, investors should dial 866.385.4179 (domestic) or 702.928.7882 (international) at 8:50 a.m. (ET), conference ID# 64797582. The webcast, including the accompanying presentation, will be available on the Capella Education Company Web site at www.capellaeducation.com. A replay of the call will be available starting on July 29, 2014 through Aug. 5, 2014, at 855.859.2056 (domestic) or 404.537.3406 (international), conference ID# 64797582. It will also be archived at www.capellaeducation.com in the investor relations section for 60 days.

About Capella Education Company

Founded in 1991, Capella Education Company is a leader in online education, primarily through our wholly owned subsidiary Capella University, a regionally accredited* online university. In addition, Capella Education Company offers online education through Resource Development International Ltd. (RDI), an independent provider of United Kingdom (UK) university distance learning qualifications. Capella Education Company also owns an innovative startup company called Sophia (http://www.sophia.org) - a social teaching and learning platform that integrates education with technology.

Capella University offers online graduate degree programs in business, counseling, education, health administration, human resource management, human services, information technology, nonprofit management and leadership, nursing, psychology, public administration, public health, public safety, and social work, and bachelor's degree programs in business, information technology, nursing, psychology, and public safety. These academic programs are designed to help working adults advance in their careers, combining high quality, competency-based curricula with the convenience and flexibility of an online learning format. Currently, Capella University offers 42 graduate and undergraduate degree programs with 141 specializations, including six new direct assessment delivery programs**. As of June 30, 2014, approximately 36,000 learners were enrolled with over 70 percent of learners enrolled in graduate degree programs. For more information about Capella Education Company, please visit http://www.capellaeducation.com. For more information about Capella University, please visit http://www.capella.edu or call 1.888.CAPELLA (227.3552).

Resource Development International Ltd. partners with a number of the top 100 universities in the UK to develop, validate and deliver UK higher education qualifications, predominantly through online courses. For more information, visit http://www.rdi.co.uk.

Sophia is a first-of-its-kind social education platform that offers students many ways to learn by making free, credible, academic content available to anyone, anywhere, at anytime. The site offers tens of thousands of tutorials created by hundreds of teachers and experts that are taught in a variety of ways. The platform further enhances the learning process by offering quizzes, assessing learning preferences and providing learning paths. For more information, visit www.sophia.org.

*Capella University is accredited by The Higher Learning Commission and is a member of the North Central Association of Colleges and Schools (NCA), http://www.ncahlc.org. Capella University, Capella Tower, 225 South Sixth Street, Ninth Floor, Minneapolis, MN 55402, 1.888.CAPELLA (227.3552), http://www.capella.edu.

**In accordance with U.S. Department of Education (ED) direct assessment approval requirements, a notification has been submitted to the ED so that the IT and Psychology FlexPath programs may be eligible for federal financial aid. These programs are currently not approved for federal financial aid. Capella University will keep applicants and learners interested in FlexPath fully informed of any decisions made by the ED.

 
CAPELLA EDUCATION COMPANY
Consolidated Balance Sheets
(In thousands, except par value)
 
    As of     As of
June 30, 2014 December 31, 2013
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 88,455 $ 124,097
Marketable securities, current 35,528 18,342
Accounts receivable, net of allowance of $5,711 at June 30, 2014 and $7,091 at December 31, 2013 14,617 16,919
Prepaid expenses and other current assets 10,050 10,548
Deferred income taxes   2,892     2,846  
Total current assets 151,542 172,752
Marketable securities, non-current 34,881 17,740
Property and equipment, net 39,249 39,993
Goodwill 17,089 16,969
Intangibles, net 2,239 2,795
Other assets   1,063     -  
Total assets $ 246,063   $ 250,249  
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 6,890 $ 7,939
Accrued liabilities 28,048 33,164
Dividends payable 4,353 4,346
Deferred revenue   10,627     10,736  
Total current liabilities 49,918 56,185
Deferred rent 2,716 3,221
Other liabilities 2,974 2,541
Deferred income taxes   5,729     6,283  
Total liabilities 61,337 68,230
 
Shareholders’ equity:
Common stock, $0.01 par value:
Authorized shares — 100,000, Issued and Outstanding shares — 12,278 at June 30, 2014 and 12,361 at December 31, 2013 123 124
Additional paid-in capital 107,134 104,546
Accumulated other comprehensive loss (601 ) (114 )
Retained earnings   78,070     77,463  
Total shareholders’ equity   184,726     182,019  
Total liabilities and shareholders’ equity $ 246,063   $ 250,249  
 
 
CAPELLA EDUCATION COMPANY
Consolidated Statements of Income
(In thousands, except per share amounts)
 
    Three Months Ended     Six Months Ended
June 30, June 30,
2014     2013 2014   2013
(Unaudited)
Revenues $ 104,832 $ 103,693 $ 210,428 $ 208,935
Costs and expenses:
Instructional costs and services 45,530 44,900 92,830 91,867
Marketing and promotional 23,113 24,101 48,874 49,602
Admissions advisory 7,146 6,727 14,073 13,498
General and administrative 10,889 10,500 21,354 21,328
Lease amendment charges   2,690     -     2,690     -  
Total costs and expenses   89,368     86,228     179,821     176,295  
Operating income 15,464 17,465 30,607 32,640
Other income, net   (171 )   (25 )   (513 )   (225 )
Income before income taxes 15,293 17,440 30,094 32,415
Income tax expense   6,249     7,018     12,233     13,238  
Net income $ 9,044   $ 10,422   $ 17,861   $ 19,177  
 
Net income per common share:
Basic $ 0.74 $ 0.84 $ 1.45 $ 1.55
Diluted $ 0.72 $ 0.83 $ 1.42 $ 1.54
 
Weighted average number of common shares outstanding:
Basic 12,293 12,394 12,317 12,394
Diluted 12,518 12,498 12,564 12,489
 
Cash dividends declared per common share $ 0.35 $ - $ 0.70 $ -
 
 
CAPELLA EDUCATION COMPANY
Consolidated Statements of Cash Flows
(In thousands)
 
    Six Months Ended June 30,
2014     2013
(Unaudited)
Operating activities
Net income $ 17,861 $ 19,177
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for bad debts 6,900 7,060
Depreciation and amortization 12,056 13,596
Amortization of investment discount/premium 817 308
Impairment of property and equipment 277 229
Loss on disposal of property and equipment 70 39
Share-based compensation 2,758 2,606
Excess tax benefits from share-based compensation (392 ) (66 )
Deferred income taxes (574 ) (43 )
Payment of contingent consideration (906 ) -
Changes in operating assets and liabilities:
Accounts receivable (4,550 ) (6,044 )
Prepaid expenses and other current assets (235 ) 820
Accounts payable and accrued liabilities (60 ) 6,189
Income taxes payable 605 (1,486 )
Deferred rent (505 ) (713 )
Deferred revenue   (273 )   (116 )
Net cash provided by operating activities 33,849 41,556
 
Investing activities
Capital expenditures (10,814 ) (10,310 )
Investment in partnership interest (1,063 ) -
Purchases of marketable securities (42,093 ) (22,426 )
Maturities of marketable securities   6,975     7,135  
Net cash used in investing activities (46,995 ) (25,601 )
 
Financing activities
Excess tax benefits from share-based compensation 392 66
Net proceeds from exercise of stock options 1,638 524
Payment of dividends (8,659 ) -
Repurchases of common stock (9,926 ) (2,137 )
Payment of contingent consideration   (5,945 )   -  
Net cash used in financing activities (22,500 ) (1,547 )
 
Effect of foreign exchange rates on cash   4     (47 )
 
Net increase (decrease) in cash and cash equivalents (35,642 ) 14,361
Cash and cash equivalents at beginning of period   124,097     93,220  
Cash and cash equivalents at end of period $ 88,455   $ 107,581  
 
Supplemental disclosures of cash flow information
Income taxes paid $ 12,539 $ 14,770
Noncash transactions:
Purchase of equipment included in accounts payable and accrued liabilities $ 1,988 $ 207
Declaration of cash dividend to be paid $ 4,354 $ -
 
 
CAPELLA EDUCATION COMPANY
Reconciliation of Non-GAAP Financial Information
(In thousands, except per share amounts)
 
    Three Months         Three Months
Ended Ended
June 30, 2014 Adjustments June 30, 2014
(GAAP)     (Non-GAAP)     (Non-GAAP)
(Unaudited)
Revenues $ 104,832 $ 104,832
Costs and expenses:
Instructional costs and services 45,530 45,530
Marketing and promotional 23,113 23,113
Admissions advisory 7,146 7,146
General and administrative 10,889 10,889
Lease amendment charges   2,690   (2,690 )   -  
Total costs and expenses   89,368     86,678  
Operating income 15,464 18,154
Operating income margin 14.8 % 17.3 %
Other expense, net   (171 )   (171 )
Income before income taxes 15,293 17,983
Income tax expense   6,249   1,009   7,258  
Net income $ 9,044   $ 10,725  
 
Net income per common share:
Basic $ 0.74 $ 0.13 $ 0.87
Diluted $ 0.72 $ 0.14 $ 0.86
 
Weighted average number of common shares outstanding:
Basic 12,293 12,293
Diluted 12,518 12,518
 
 
CAPELLA UNIVERSITY
Other Information
 
    June 30,    
Enrollment by Degree (a):

  2014  

   

  2013  

% Change
PhD/Doctoral 10,524 11,171 (5.8 )%
Master’s 14,989 14,816 1.2 %
Bachelor’s 9,345 9,110 2.6 %
Other 933 906 3.0 %
Total 35,791 36,003 (0.6 )%
 

(a) Enrollment as of June 30, 2014 and 2013 is the enrollment as of the last day of classes for the quarter ended June 30, 2014 and 2013, respectively.

Capella Education Company

Investor Contact:

Heide Erickson, 612-977-5172

Heide.Erickson@capella.edu

or

Media Contact:

Mike Buttry, 612-977-5499

Mike.Buttry@capella.edu

Source: Capella Education Company


CONSOL Energy Inc. Announces Cash Tender Offer for up to $200,000,000 of its 8.25% Senior Notes due 2020 Jul 29, 2014 06:45AM

PITTSBURGH, July 29, 2014 /PRNewswire/ -- CONSOL Energy Inc. (NYSE: CNX) ("CONSOL") today announced that it has commenced a modified "Dutch Auction" cash tender offer (the "Tender Offer") to purchase up to $200,000,000 principal amount (the "Tender Cap") of its 8.25% senior notes due 2020 (the "2020 Notes"). The Tender Offer will expire at 11:59 p.m., New York City time, on August 25, 2014, unless extended by CONSOL in its sole discretion (such time, as the same may be extended, the "Expiration Time"). Holders of 2020 Notes that validly tender (and do not validly withdraw) their 2020 Notes prior to 5:00 p.m., New York City time, on August 11, 2014, unless extended by CONSOL in its sole discretion (such time, as the same may be extended, the "Early Tender Time"), will be eligible to receive the Total Consideration (as defined below) for their 2020 Notes.

The following table summarizes the material pricing terms for each $1,000 aggregate principal amount of 2020 Notes.

Title of Security

Aggregate Outstanding Principal Amount(1)

Withdrawal Deadline / Early Tender Time

Early Tender Premium(2)

Total Consideration(Accepted Bid Price Range)(2)(3)(4)

8.25% Senior Notes due 2020

$1,250,000,000

5:00 p.m., New York City time, August 11, 2014

$30.00

$1,070.00 to $1,087.50

(1) Aggregate principal amount outstanding as of July 29, 2014.

(2) Per $1,000 principal amount of Notes tendered prior to the Early Tender Time.

(3) Includes the Early Tender Premium

(4) Plus accrued and unpaid interest from the last interest payment date to, but not including, the applicable Settlement Date.

The "Total Consideration" for each $1,000 principal amount of 2020 Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer prior to the Early Tender Time and which are accepted for purchase by CONSOL pursuant to the Tender Offer will be equal to the Clearing Price (as defined below). The Total Consideration is deemed to include an "Early Tender Premium" equal to $30 for each $1,000 principal amount of 2020 Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer. The "Tender Offer Consideration" for each $1,000 principal amount of 2020 Notes validly tendered pursuant to the Tender Offer after the Early Tender Time and prior to the Expiration Time and accepted for purchase pursuant to the Tender Offer will be equal to the Total Consideration minus the Early Tender Premium. Tendered 2020 Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on August 11, 2014, unless extended by CONSOL (such date and time, as the same may be extended, the "Withdrawal Deadline"), but not thereafter. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders who validly tender (and do not validly withdraw) 2020 Notes that are accepted for purchase by CONSOL pursuant to the Tender Offer will also receive a cash payment representing the accrued and unpaid interest on such 2020 Notes from the last interest payment date to, but not including, the applicable Settlement Date (as defined below) for such 2020 Notes.

The Tender Offer is being conducted, and the Clearing Price will be determined, pursuant to a modified "Dutch Auction" until the Early Tender Time. This means that holders who elect to participate in the Tender Offer prior to the Early Tender Time must specify the minimum Total Consideration they would be willing to receive in exchange for each $1,000 principal amount of 2020 Notes they choose to tender in the Tender Offer. The price that holders specify for each $1,000 principal amount of 2020 Notes must be expressed in increments of $0.50, and may not be not less than $1,070.00 and not more than $1,087.50 per $1,000 principal amount of such 2020 Notes. Any bid price specified by a tendering holder with respect to 2020 Notes validly tendered after the Early Tender Time and prior to the Expiration Time shall be disregarded and not used for purposes of calculating the Clearing Price, and holders who so tender shall be deemed to have tendered with a bid price equal to the Tender Offer Consideration (regardless of the bid price set forth in the applicable Letter of Transmittal) and shall be eligible to receive only the Tender Offer Consideration (and will not be eligible to receive the Early Tender Premium) pursuant to the Tender Offer, subject to proration as described below.

CONSOL reserves the right, but is not obligated, to elect to accept 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time in an aggregate principal amount up to the Tender Cap, provided that all conditions to the Tender Offer have been satisfied or waived by CONSOL, on any date following the Early Tender Time and prior to the Expiration Time. 2020 Notes so accepted may be settled on the date of CONSOL's early acceptance or promptly thereafter prior to the Expiration Time (the "Initial Settlement Date"). The "Final Settlement Date" with respect to the Tender Offer will be the date that CONSOL settles all 2020 Notes accepted for purchase pursuant to the Tender Offer and not previously settled on the Initial Settlement Date, if any. Each of the Initial Settlement Date and the Final Settlement Date is referred to as a "Settlement Date." No tenders of 2020 Notes submitted after the Expiration Time will be valid or accepted.

CONSOL, if it accepts 2020 Notes for purchase in the Tender Offer, will accept 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time in order of lowest to highest bid prices specified by tendering holders (in increments of $0.50), and will select the lowest single bid price (the "Clearing Price") for all tenders of 2020 Notes prior to the Early Tender Time such that, for all tenders of 2020 Notes prior to the Early Tender Time whose bid price is equal to or less than such Clearing Price, CONSOL will be able to accept for purchase an aggregate principal amount of 2020 Notes up to the Tender Cap or, if the aggregate principal amount of all 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time is less than the Tender Cap, the Clearing Price will be the highest bid price with respect to any 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time. All bid prices at which 2020 Notes are validly tendered (and not validly withdrawn) prior to the Early Tender Time will be used for the purpose of determining the Clearing Price and proration as described below. CONSOL will pay the same Total Consideration (less the Early Tender Premium for any 2020 Notes tendered after the Early Tender Time and prior to the Expiration Time) for all 2020 Notes validly tendered (and not validly withdrawn) below the Clearing Price and accepted for purchase, upon the terms and subject to the conditions of the Tender Offer, taking into account prorationing as described below.

If the aggregate principal amount of 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time below the Clearing Price exceeds the Tender Cap, then the Tender Offer will be oversubscribed at the Early Tender Time and, subject to the terms and conditions of the Tender Offer, CONSOL will accept for purchase:

  • first, 2020 Notes validly tendered (and not validly withdrawn) with a bid price less than the Clearing Price; and
  • second, 2020 Notes validly tendered (and not validly withdrawn) with a bid price equal to the Clearing Price on a prorated basis, according to the principal amount of such 2020 Notes,

such that CONSOL purchases an aggregate principal amount of 2020 Notes up to the Tender Cap. All 2020 Notes not accepted as a result of prorationing and all 2020 Notes tendered at prices in excess of the Clearing Price will be rejected from the Tender Offer and will be returned to tendering holders at CONSOL's expense promptly following the earlier of the Expiration Time or the date on which the Tender Offer is terminated.

If the Tender Offer is not oversubscribed at the Early Tender Time and the purchase of all 2020 Notes validly tendered after the Early Tender Time and prior to the Expiration Time with a deemed bid price equal to the Tender Offer Consideration (when combined with all 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time) would cause CONSOL to accept for purchase an aggregate principal amount of 2020 Notes in excess of the Tender Cap, then the Tender Offer will be oversubscribed at the Expiration Time and, subject to the terms and conditions of the Tender Offer, CONSOL will accept for purchase, first, on the Early Acceptance Date (or, if there is no Early Acceptance Date, promptly after the Expiration Time), all 2020 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time, and, second, promptly after the Expiration Time, all 2020 Notes validly tendered after the Early Tender Time and prior to the Expiration Time on a prorated basis, according to the principal amount of such 2020 Notes, such that CONSOL purchases the maximum aggregate principal amount of 2020 Notes that does not exceed the Tender Cap.

CONSOL expressly reserves the right, but is not obligated, to increase the Tender Cap in its sole discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of holders.

The Tender Offer is not conditioned upon any minimum number of 2020 Notes being tendered; however, the Tender Offer is subject to a number of other terms and conditions, including the consummation of a capital markets debt offering on terms satisfactory to CONSOL in an aggregate principal amount of not less than $200,000,000.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase dated July 29, 2014, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (800) 848-3416 (US toll-free) or by emailing cnx@dfking.com.

CONSOL has retained Goldman, Sachs & Co. as the dealer manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (800) 828-3182 (toll free).

None of CONSOL, its board of directors (or any committee thereof), the dealer manager, the tender agent, the information agent, the trustee for the 2020 Notes or their respective affiliates is making any recommendation as to whether or not holders of the 2020 Notes should tender all or any portion of their 2020 Notes in the Tender Offer.

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities. The Tender Offer is being made solely by the Offer to Purchase dated July 29, 2014. The Tender Offer is not being made to holders of 2020 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

CONSOL is a Pittsburgh-based producer of natural gas and coal. CONSOL is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. Additional information may be found at www.consolenergy.com.

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.

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 Exchange Act) 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. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in the 2013 Form 10-K under "Risk Factors," as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.

Logo - http://photos.prnewswire.com/prnh/20120416/NE87957LOGO

SOURCE CONSOL Energy Inc.


North Idaho Performance Marketing Company Launches Creative Services Division Jul 29, 2014 06:37AM

COEUR D'ALENE, Idaho, July 29, 2014 /PRNewswire/ -- In an effort to constantly refine and improve client services, JEBCommerce is launching a Creative Services Division in its home office located in Coeur d'Alene, Idaho. With this new division comes the hiring of seasoned designer, Gabe Ripley. Gabe worked with Coldwater Creek as a Production Designer, went on to become a Web Designer, and ultimately the UX Designer. With the unfortunate closing of Coldwater Creek's doors, came opportunity for JEBCommerce to quickly enlist the talents of Gabe for its own clientele. Now Gabe is actively engaged in directing the new Creative Services Division where his focus will be on acquisition based creative services such as:

  • display advertising creative
  • affiliate banner creative
  • landing page development and testing
  • lead generation conversion funnels
  • mini site creation and full site development

"I've known Gabe for many years, watching him refine his skills as he climbed through the ranks at Coldwater Creek and during that time we collaborated on various projects," says Jamie Birch, Founder and Principal of JEBCommerce. "I'm thrilled that Gabe has joined our team and am eager to have his services available to our growing list of clients. For us to be able to offer high quality creative services in-house will be a major boost to the synergistic approach we strive to offer our clients. To have Gabe's abilities available to our affiliate managers along with full design and front-end development allows us to accelerate our clients' programs quickly."

"It's exciting to work as part of an elite group, something Jamie and his team have deftly cultivated at JEBCommerce. I'm thrilled to work alongside Jamie again, and join the team as we begin a new phase of growth: acquisition- and retention-centric creative services, an offering that will help our clients increase revenue, and convert shoppers into loyal customers."  - Gabe Ripley

Located in the beautiful city of Coeur d'Alene, Idaho JEBCommerce is an award winning, innovative, family owned, acquisition marketing agency that specializes in performance marketing and creative services. Since 2004, we have served both large and small organizations with a heavy focus on customer acquisition through performance marketing channels.

SOURCE JEBCommerce


David Lloyd Leisure Clubs Gear up for Inaugural  ‘Le North West’ Cycle Challenge in Aid of Charity Jul 29, 2014 06:36AM

LONDON--(BUSINESS WIRE)-- David Lloyd Leisure (http://www.davidlloyd.co.uk/) clubs will be notching up miles and pounds for charity by staging a ‘Le North West’ cycle challenge on Sunday, August 10.

Hot on the heels of the Tour de France, team members working for Europe’s leading health, sports and leisure group in the region will pedal a distance of almost 100 miles (160km), starting and finishing at David Lloyd Cheadle (http://www.davidlloyd.co.uk/club-finder/cheadle) and taking in six other David Lloyd Clubs along the way - Warrington (http://www.davidlloyd.co.uk/club-finder/warrington), Speke (http://www.davidlloyd.co.uk/club-finder/liverpool-speke), Knowsley (http://www.davidlloyd.co.uk/club-finder/liverpool-knowsley), Chorley (http://www.davidlloyd.co.uk/club-finder/chorley), Bolton (http://www.davidlloyd.co.uk/club-finder/bolton) and Manchester (http://www.davidlloyd.co.uk/club-finder/manchester).

The participating clubs, along with supporting David Lloyd Clubs at Nottingham (http://www.davidlloyd.co.uk/club-finder/nottingham), West Bridgford (http://www.davidlloyd.co.uk/club-finder/west-bridgford) and Derby (http://www.davidlloyd.co.uk/club-finder/derby), will be trying to raise as much money as possible for Together for Short Lives (http://www.davidlloyd.co.uk/about-david-lloyd-leisure/charities), the group’s national charity partner.

The challenge kicks off at David Lloyd Cheadle in Royal Crescent, Cheadle Royal, Cheadle at 7am on Sunday, August 10.

Sports manager at David Lloyd Cheadle, Gareth Beard, said: “We’ve been really inspired by the amazing Tour de France and there are many keen cyclists amongst us, so we wanted to harness this enthusiasm and raise much-needed funds for our national charity partner, which supports children’s hospices all over the UK.

“Team members from ten clubs in the region will be supporting the challenge and we’re all competing with each other to see who can raise the most money for this great cause. We’re all raring to go!”

Nick Appleby, corporate fundraiser at Together for Short Lives, said: “The ‘Le North West’ cycle challenge is a great idea and another example of the fantastic enthusiasm and support we have received from everyone at David Lloyd Leisure. We are delighted to have their continued support, which makes a huge difference to local children’s hospice services right across the UK.”

To give a donation, please visit www.justgiving.com/7clubchallenge

Please see photo link here: http://news.cision.com/david-lloyd-leisure/i/le-north-west-cycle-challenge---cheadle,m6781

Photo caption: Team members at David Lloyd Cheadle get ready for the Le North West cycle challenge

ENDS

Note to editors: For further information about this press release, contact the David Lloyd Leisure press office on 01707 289833/4 or email press@davidlloyd.co.uk.

About David Lloyd Leisure Group

The David Lloyd Leisure Group operates 81 clubs in the UK and a further 10 clubs across Europe, comprising David Lloyd Clubs , Harbour Clubs and Next Generation, plus the new high street concept, David Lloyd Studio, in Islington, Putney and Winchester. It has over 440,000 members and employs 6,000 people. This includes an expert health and fitness team of over 1,800, while it contracts the services of more than 400 tennis professionals. Across all clubs, David Lloyd Leisure has over 150 swimming pools (of which half are indoor) and offers over 10,000 exercise classes per week. Every week 20,000 children learn to swim at David Lloyd Leisure and 12,500 learn to play tennis. Its racquets facilities are unparalleled with 800 tennis courts (http://www.davidlloyd.co.uk/home/activities/racquets) as well as 180 badminton courts and 140 squash courts. Additional facilities include health and beauty spas, club lounges with free internet access, crèches, nurseries and specialist sports shops.

About Together for Short Lives

Together for Together for Short Lives is the leading charity for UK children’s palliative care. We support those who help, love and care for children and young people who are unlikely to reach adulthood. We work with children’s hospices and a range of other services across the country to ensure that every child, young person and their family has the best possible care and support whenever and wherever they need it. From the moment of diagnosis, for whatever life holds, we help to ensure families make the most of their precious time together. Visit www.togetherforshortlives.org.uk for more information.

This information was brought to you by Cision http://news.cision.com

David Lloyd Leisure

01707 289833/34

press@davidlloyd.co.uk

Source: David Lloyd Leisure


More Press Releases

View Older Stories

Jul 29, 2014 06:32AM CMGE Has Been Authorized to Develop Mobile Games Based on Japanese Animation One Piece
Jul 29, 2014 06:30AM Excelsior Mining Corp.: Callinan Royalties Corp. Exercises $3 Million Royalty Option
Jul 29, 2014 06:30AM 106-License Update
Jul 29, 2014 06:30AM Motus Global Releases Baseball Swing Mechanics App With Virtual Coaching from Reigning NL MVP Andrew McCutchen
Jul 29, 2014 06:30AM Trimble and Bentley Accelerate Information Mobility with an Integrated Workflow for Road and Site Construction
Jul 29, 2014 06:30AM Zuoan Fashion Limited Announces First Quarter 2014 Financial Results
Jul 29, 2014 06:30AM CONSOL Energy Reports Second Quarter Results
Jul 29, 2014 06:30AM Microsoft and Akamai join forces in first cybersecurity-focused accelerator in Israel
Jul 29, 2014 06:30AM Eaton Second Quarter Operating Earnings Per Share of $0.41
Jul 29, 2014 06:30AM New Hampshire Enhances Its Trust Laws, Bolstering Protections for Settlor Intent
Jul 29, 2014 06:30AM Medidata Reports Record Second Quarter 2014 Results
Jul 29, 2014 06:30AM Boston Therapeutics Appoints Zbigniew J. Witczak, Ph.D., to Its Scientific Advisory Board
Jul 29, 2014 06:30AM CBIZ Reports Second-Quarter And First-Half 2014 Results
Jul 29, 2014 06:30AM ML Capital Group, Inc. Receives Approval Notice From U.S. Patent & Trademark Office
Jul 29, 2014 06:30AM Harris Corporation Reports Fiscal 2014 Fourth Quarter Results
Jul 29, 2014 06:30AM LVFH Executes LOI with Codere Group and Salinas TV Azteca Group
Jul 29, 2014 06:30AM Green Bancorp, Inc. Announces Launch of Initial Public Offering of Common Stock
Jul 29, 2014 06:30AM Disguise to Offer Costumes & Accessories Based on Top Entertainment Properties and Evergreen Brands
Jul 29, 2014 06:30AM Foundation Medicine Releases Enhanced Version of FoundationOne®
Jul 29, 2014 06:30AM Family First Firm: New Name, Not So New In Town
Jul 29, 2014 06:30AM Villages of Irvine® Remains Top-Selling Master Planned Community in Western United States at Mid-Year
Jul 29, 2014 06:20AM C.R. England Receives Highest Safety Rating in Compliance Review
Jul 29, 2014 06:20AM TradeNext and Derby County Football Club announce new two-year partnership
Jul 29, 2014 06:15AM American Realty Capital Properties Announces Second Quarter 2014 Operating Results
Jul 29, 2014 06:15AM CorVel Announces Revenues and Earnings
Jul 29, 2014 06:15AM imatrix corp Launches CYREN WebSecurity Service in Japan
Jul 29, 2014 06:14AM NutriBullet Releases the UNI Project Trailer in Support of the BeTheNextUNI Project
Jul 29, 2014 06:12AM Denver Area's First Bitcoin ATM and Educational Kiosk Is Now Open - Hidden Bitcoin Promotion Begins Wednesday, July 30, Two Bitcoin Up For Grabs
Jul 29, 2014 06:12AM How to Increase Student Learning and Success With Teacher-Student Conferencing
Jul 29, 2014 06:12AM Tracker Corp Incorporates Multi-Media Learning Platform into Its I-9 & E-Verify Solution
Jul 29, 2014 06:11AM The Fuelcard Expert's Top Twenty Questions To Ask Potential Fuel Card Suppliers
Jul 29, 2014 06:11AM Taylor Morrison Unveils New Home Collections at Goodyear's Las Brisas
Jul 29, 2014 06:10AM Jukz: The Hot Product with Moms
Jul 29, 2014 06:10AM 55+ Bonterra at Woodforest Set to Make a Grand First Impression on August 2
Jul 29, 2014 06:10AM Sugar Land's Sweet History Now Includes New Darling Homes Neighborhood
Jul 29, 2014 06:10AM Eagle Bancorp, Inc. Announces Commencement of Subordinated Notes Offering
Jul 29, 2014 06:10AM Eagle Bancorp, Inc. Announces Commencement of Subordinated Notes Offering
Jul 29, 2014 06:10AM Hoya Announces First Quarter Financial Results
Jul 29, 2014 06:09AM Scaled Agile Unveils Enterprise SAFe™, a Hosted, Customizable Version of the Scaled Agile Framework®
Jul 29, 2014 06:09AM Launch of ezkonnect.com, New Online Ecommerce Partner of Ultra Mobile
Jul 29, 2014 06:09AM Study Shows Nordic Naturals® Triglyceride-Form Ultimate Omega®/ProOmega® More Effective Than Krill Oil, Salmon Oil, and Ethyl Ester Fish Oil
Jul 29, 2014 06:09AM DisasterTalk App Could Save Lives as Report Reveals 8% of US Homes at Very High Risk of Natural Disaster
Jul 29, 2014 06:09AM Armstrong Partners with Jones/NCTI to Enhance Learning Tools for Technician Workforce
Jul 29, 2014 06:08AM RED Delivers $16.5M FHA 223(f) Refinancing to Community Preservation and Development Corporation
Jul 29, 2014 06:08AM Silicon Valley Boomer Venture Summit Names Bikanta Competition Winner
Jul 29, 2014 06:08AM RF Controls LLC Teams Up with Stanley Black & Decker in New Joint Venture Targeting The Passive RFID Market
Jul 29, 2014 06:07AM Palm Springs Area Real Estate Group Proves Caring Knows No Season
Jul 29, 2014 06:07AM US Visitors to Japan Marked the Record High in the First Half of 2014
Jul 29, 2014 06:07AM Award-Winning Inventor Michael Croix Launches an Indiegogo Campaign for PoofPad
Jul 29, 2014 06:06AM Protected Trust Executive Earns Preeminent Healthcare Security & Privacy Certification
View Older Stories