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Form 8-K CONSOL Energy Inc For: Mar 24

March 24, 2015 7:18 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 24, 2015

 

 

CONSOL Energy Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14901   51-0337383

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

CNX Center

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (724) 485-4000

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure.

On March 24, 2015, CONSOL Energy Inc., a Delaware Corporation (“CONSOL Energy,” “we,” “our” or “us”), issued a press release announcing that CONSOL Energy intends, subject to market and other conditions, to offer and sell to eligible purchasers $650 million of senior notes due 2023 in a private offering. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Additionally, in connection with the above-referenced offering of senior notes, CONSOL Energy provided the following information to potential eligible purchasers and is thus furnishing such information pursuant to Regulation FD:

 

1. Significant Contracted Position in Coal Sales. As of March 6, 2015, 83% of our estimated 2015 coal tonnage is subject to contract at an average committed price of $61.98 per ton. For 2015, 87% of the projected tonnage from our Pennsylvania Operations is subject to contract at committed prices, and 51% of the projected tonnage from our Virginia Operations is subject to contract at committed prices. For Q1 2015, 97% of the projected tonnage from our Pennsylvania Operations is subject to contract at committed prices, and 100% of the projected tonnage from our Virginia Operations is subject to contract at committed prices. The average committed price per ton for Q1 2015 coal production is estimated to be $60.58. 42% of our estimated 2016 coal tonnage is subject to contract at an average committed price of $62.09 per ton. For 2016, 46% of the projected tonnage from our Pennsylvania Operations is subject to contract at committed prices, and 20% of the projected tonnage from our Virginia Operations is subject to contract at committed prices.

 

2. Rig Development Plan. The development plan for 2015 anticipates 8 to 9 gross rigs.

 

3. Held by Production Acreage. As of December 31, 2014, 91% of our acreage in the Marcellus is held by production.

 

4. Net Acreage and Approximate Gross Locations in the Marcellus and Utica Shales. As of December 31, 2014, we have 441,000 net acres in the Marcellus, with approximately 8,900 gross locations, based on 5,000 ft. laterals with 86-acre spacing. As of December 31, 2014, we have 614,000 net acres in the Utica, with approximately 3,350 gross locations, based on 5,000 ft. laterals with 86-acre spacing.

 

5. Hedging Position. As of March 1, 2015, we had hedges on approximately 121.2 Bcf of our remaining 2015 natural gas production at an average price of $4.05 per Mcf.

The information included in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  

Description of Exhibit

Exhibit 99.1    Press Release dated March 24, 2015 announcing the proposed notes offering by CONSOL Energy Inc.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CONSOL ENERGY INC.
By:

/s/ Stephen W. Johnson

Stephen W. Johnson
Executive Vice President and Chief Legal and Corporate Affairs Officer

Dated: March 24, 2015


Exhibit Index

 

Exhibit

Number

  

Description of Exhibit

Exhibit 99.1    Press Release dated March 24, 2015 announcing the proposed notes offering by CONSOL Energy Inc.

Exhibit 99.1

 

LOGO

CONSOL Energy Inc. Announces Private Offering of $650 Million of Senior Notes

PITTSBURGH, March 24, 2015 — CONSOL Energy Inc. (NYSE: CNX) (“CONSOL”) today announced that it intends, subject to market and other conditions, to offer and sell to eligible purchasers $650 million of senior notes due 2023 (the “Notes”). The 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 Notes, together with borrowings under its revolving credit facility to the extent necessary, to purchase all of the approximately $1.02 billion in its outstanding 8.25% senior notes due 2020 (the “2020 Notes”) and the $250 million in its outstanding 6.375% senior notes due 2021 (the “2021 Notes”) pursuant to the tender offers and consent solicitations that commenced on March 9, 2015. CONSOL intends to use any remaining proceeds from the offering, together with borrowings under its revolving credit facility, to redeem any remaining 2020 Notes.

The Notes have not been registered under the Securities Act of 1933, as amended (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.

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 2014 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.

Contacts:

 

Investor: Tyler Lewis at (724) 485-3157
Media: Brian Aiello at (724) 485-3078


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