Form 8-K CONSOL Energy Inc For: Mar 31
Tweet
Share
E-mailUNITED 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 31, 2016
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 31, 2016, in accordance with the terms of the previously announced Membership Interest and Asset Purchase Agreement (the “Purchase Agreement”), dated February 26, 2016, among CONSOL Energy Inc., a Delaware corporation along with certain of its subsidiaries (CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC (“BMC”), CONSOL Amonate Mining Company LLC, CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, Consol Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC), collectively “CONSOL”, and Coronado IV LLC, a Delaware company (the “Purchaser”), Coronado purchased (i) the membership interests in BMC, which owns and operates the Buchanan Mine located in Mavisdale, Virginia, (ii) various assets relating to the Amonate Mining Complex located in Amonate, Virginia (the “Amonate Assets”), (iii) CONSOL’s Russell County, Virginia coal reserves and (iv) CONSOL’s Pangburn Shaner Fallowfield coal reserves located in Southwestern, Pennsylvania (the “Transaction”). Various CONSOL assets were excluded from the sale (the “Excluded Assets”). The Excluded Assets include coalbed methane, natural gas and minerals other than coal, current assets of BMC, certain coal seams, certain surface rights, and the Amonate Preparation Plant. Coronado assumed only specified liabilities and various CONSOL liabilities were excluded and not assumed (the “Excluded Liabilities”). The Excluded Liabilities included BMC’s indebtedness, trade payables and liabilities arising prior to closing as well as the liabilities of the CONSOL subsidiaries other than BMC which are parties to the Purchase Agreement.
The Purchase Agreement provided for a base purchase price of $420 million (the “Purchase Price”). The Purchase Price was subject to certain adjustments described in the Purchase Agreement. In addition, the Purchaser agreed to pay CONSOL for Buchanan mine coal sold outside the U.S. and Canada during the five years following closing a royalty of 20% of any excess of the gross sales price per ton over the following amounts: (1) year one, $75 per ton; (2) year two, $78.75 per ton; (3) year three, $82.69 per ton; (4) year four, $86.82 per ton; (5) year five, $91.16 per ton.
At the closing, in accordance with the Purchase Agreement, the parties entered into several agreements including, among others, relating to the coordination and conduct of gas operations at the mines, an option to purchase the Amonate Preparation Plant and a transition services agreement.
The Purchase Agreement provides that CONSOL will indemnify the Purchaser and its affiliates for losses arising out of the breach of its representations and warranties, the breach of its covenants, any Excluded Liability and any liabilities under CONSOL benefit plans. CONSOL’s representations and warranties survive generally for a period of two years after the closing, except that the representations and warranties regarding authority, capitalization, certain conflicts, and broker fees survive indefinitely and representations and warranties regarding environmental and employee benefit matters survive for five years. For breaches of representations and warranties other than authority, capitalization, certain conflicts, employee benefit matters, and broker fees, there is a $1,500,000 basket which, if exceeded, entitles Purchaser to losses over $250,000 subject to a $21 million total cap. An amount equal to the cap has been placed in an escrow account to fund Purchaser indemnity claims. The Purchase Agreement also provides that the Purchaser will indemnify CONSOL and its affiliates for losses arising out of the breach of its representations and warranties, the breach of it covenants, and failure to perform any assumed liability. The basket and cap apply to Purchaser warranty breaches.
The description set forth above is not complete and is subject to and qualified in its entirety by reference to the complete text of the Purchase Agreement, which is incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on February 29, 2016. Schedules and Exhibits to the Membership Interest and Asset Purchase Agreement identified in the Table of Contents to the Membership Interest and Asset Purchase Agreement are not being filed but will be furnished supplementally to the Securities and Exchange Commission upon request.
The Purchase Agreement has been included solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about CONSOL or any of its subsidiaries or affiliates or the assets to be acquired. The representations, warranties and covenants contained in the Purchase Agreement are made solely for purposes of the agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of CONSOL or any of its subsidiaries or affiliates or the assets to be acquired. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Item 7.01 Regulation FD.
On April 1, 2016, the Company issued a press release regarding the closing of the transactions completed by the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 attached hereto is 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.
(b) Pro Forma Financial Information.
All pro forma financial information required with respect to the divestiture described in Item 2.01 herein are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits.
Exhibit 2.1 | Membership Interest and Asset Purchase Agreement dated February 26, 2016 among CONSOL Energy Inc., CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC, CONSOL Amonate Mining Company LLC CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC and Coronado IV LLC which is incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on February 29, 2016. Schedules and Exhibits to the Membership Interest and Asset Purchase Agreement identified in the Table of Contents to the Membership Interest and Asset Purchase Agreement are not being filed but will be furnished supplementally to the Securities and Exchange Commission upon request. | |
Exhibit 99.1 | Press Release dated April 1, 2016 regarding closing the transactions contemplated by the Membership Interest and Asset Purchase Agreement with Coronado IV LLC. | |
Exhibit 99.2 | Pro Forma Financial Information. | |
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/ David M. Khani
David M. Khani
Chief Financial Officer and Executive Vice President
Dated: April 6, 2016
Exhibit Index
Exhibit No. Description
Exhibit 2.1 | Membership Interest and Asset Purchase Agreement dated February 26, 2016 among CONSOL Energy Inc., CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC, CONSOL Amonate Mining Company LLC CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC and Coronado IV LLC which is incorporated by reference to Exhibit 2.1 to Form 8-K (file no. 001-14901) filed on February 29, 2016. Schedules and Exhibits to the Membership Interest and Asset Purchase Agreement identified in the Table of Contents to the Membership Interest and Asset Purchase Agreement are not being filed but will be furnished supplementally to the Securities and Exchange Commission upon request. |
Exhibit 99.1 | Press Release dated April 1, 2016 regarding closing the transactions contemplated by the Membership Interest and Asset Purchase Agreement with Coronado IV LLC. |
Exhibit 99.2 | Pro Forma Financial Information. |
Exhibit 99.1
CONSOL Energy Closes on Sale of the Buchanan Mine and other Coal Assets to Coronado for Total Consideration of $420 Million
PITTSBURGH (April 1)-CONSOL Energy Inc. (NYSE: CNX) announced today that it has closed on its previously announced agreement to sell the Buchanan Mine in southwestern Virginia and certain other metallurgical coal reserves to Coronado IV LLC for total consideration to CONSOL of $420 million in value, including $402.8 million cash paid at the closing.
About CONSOL Energy
CONSOL Energy Inc. (NYSE: CNX) is a Pittsburgh-based producer of natural gas and coal. The company 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. CONSOL Energy deploys an organic growth strategy focused on rapidly developing its resource base. As of December 31, 2015, CONSOL Energy had 5.6 trillion cubic feet equivalent of proved natural gas reserves. The company’s premium coals are sold to electricity generators and steel makers, both domestically and internationally. CONSOL Energy is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.consolenergy.com.
###
Investors:
Tyler Lewis at (724) 485-3157
Media:
Brian Aiello at (724) 485-3078
Exhibit 99.2
On March 31, 2016, in accordance with the terms of the previously announced Membership Interest and Asset Purchase Agreement (the “Purchase Agreement”), dated February 26, 2016, among CONSOL Energy Inc., a Delaware corporation along with certain of its subsidiaries (CONSOL Mining Holding Company LLC, CONSOL Buchanan Mining Company LLC (“BMC”), CONSOL Amonate Mining Company LLC, CONSOL Mining Company LLC, CNX Land LLC, CNX Marine Terminals Inc., CNX RCPC LLC, Consol Pennsylvania Coal Company LLC and CONSOL Amonate Facility LLC), collectively “CONSOL”, and Coronado IV LLC, a Delaware company (the “Purchaser”), Coronado purchased (i) the membership interests in BMC, which owns and operates the Buchanan Mine located in Mavisdale, Virginia, (ii) various assets relating to the Amonate Mining Complex located in Amonate, Virginia (the “Amonate Assets”), (iii) CONSOL’s Russell County, Virginia coal reserves and (iv) CONSOL’s Pangburn Shaner Fallowfield coal reserves located in Southwestern, Pennsylvania (the “Transaction”). Various CONSOL assets were excluded from the sale (the “Excluded Assets”). The Excluded Assets include coalbed methane, natural gas and minerals other than coal, current assets of BMC, certain coal seams, certain surface rights, and the Amonate Preparation Plant. Coronado assumed only specified liabilities and various CONSOL liabilities were excluded and not assumed (the “Excluded Liabilities”). The Excluded Liabilities included BMC’s indebtedness, trade payables and liabilities arising prior to closing as well as the liabilities of the CONSOL subsidiaries other than BMC which are parties to the Purchase Agreement.
The following unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 and unaudited pro forma consolidated statement of income of CONSOL for the year ended December 31 2015 give effect to this sale. The unaudited pro forma condensed consolidated financial statements have been prepared by management of CONSOL based upon the historical financial statements of CONSOL and the adjustments and assumptions in the accompanying notes to the unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated balance sheet reflects the closing transaction as if such a transaction had been consummated on December 31, 2015.
The unaudited pro forma condensed consolidated statement of income set forth the effect of the disposition as if it had occurred on January 1, 2015.
The unaudited pro forma condensed consolidated financial statements may not be indicative of the results that actually would have occurred if the sale had occurred on the dates indicated or which may be obtained in the future. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes of CONSOL included in its Annual Report on Form 10-K for the year ended December 31, 2015.
1
Exhibit 99.2
CONSOL ENERGY INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2015
(000 OMITTED)
As Reported | Pro Forma Adjustments | Pro Forma | |||||||||
Revenues and Other Income: | |||||||||||
Natural Gas, NGLs and Oil Sales | $ | 726,921 | $ | 1,538 | (a) | $ | 728,459 | ||||
Gain on Commodity Derivative Instruments | 392,942 | — | 392,942 | ||||||||
Coal Sales | 1,657,865 | (247,546 | ) | (a) | 1,410,319 | ||||||
Other Outside Sales | 30,967 | — | 30,967 | ||||||||
Production Royalty Interests and Purchased Gas Sales | 59,631 | — | 59,631 | ||||||||
Freight-Outside Coal | 25,597 | (1,584 | ) | (a) | 24,013 | ||||||
Miscellaneous Other Income | 145,968 | (29 | ) | (a) | 145,939 | ||||||
Gain on Sale of Assets | 74,510 | (129 | ) | (a) | 74,381 | ||||||
Total Revenue and Other Income | 3,114,401 | (247,750 | ) | 2,866,651 | |||||||
Costs and Expenses: | |||||||||||
Exploration and Production Costs | |||||||||||
Lease Operating Expense | 98,997 | — | 98,997 | ||||||||
Transportation, Gathering and Compression | 355,923 | — | 355,923 | ||||||||
Production, Ad Valorem, and Other Fees | 30,438 | — | 30,438 | ||||||||
Direct Administrative and Selling | 46,192 | — | 46,192 | ||||||||
Depreciation, Depletion and Amortization | 370,374 | — | 370,374 | ||||||||
Exploration and Production Related Other Costs | 10,119 | — | 10,119 | ||||||||
Production Royalty Interests and Purchased Gas Costs | 46,544 | — | 46,544 | ||||||||
Other Corporate Expenses | 90,583 | — | 90,583 | ||||||||
Impairment of Exploration and Production Properties | 828,905 | — | 828,905 | ||||||||
General and Administrative | 54,244 | — | 54,244 | ||||||||
Total Exploration and Production Costs | 1,932,319 | — | 1,932,319 | ||||||||
Coal Costs | |||||||||||
Operating and Other Costs | 863,199 | (155,357 | ) | (a) | 707,842 | ||||||
Royalties and Production Taxes | 78,844 | (13,751 | ) | (a) | 65,093 | ||||||
Direct Administrative and Selling | 33,476 | (4,680 | ) | (a) | 28,796 | ||||||
Depreciation, Depletion and Amortization | 279,209 | (48,995 | ) | (a) | 230,214 | ||||||
Freight Expense | 25,597 | (1,584 | ) | (a) | 24,013 | ||||||
General and Administrative Costs | 29,836 | (4,202 | ) | (a) | 25,634 | ||||||
Other Corporate Expenses | 39,687 | (10,257 | ) | (a) | 29,430 | ||||||
Total Coal Costs | 1,349,848 | (238,826 | ) | 1,111,022 | |||||||
Other Costs | |||||||||||
Miscellaneous Operating Expense | 64,096 | — | 64,096 | ||||||||
General and Administrative Costs | — | — | — | ||||||||
Depreciation, Depletion and Amortization | 18 | — | 18 | ||||||||
Loss on Debt Extinguishment | 67,751 | — | 67,751 | ||||||||
Interest Expense | 199,269 | (8,105 | ) | (c) | 191,164 | ||||||
Total Other Costs | 331,134 | (8,105 | ) | 323,029 | |||||||
Total Costs and Expenses | 3,613,301 | (246,931 | ) | 3,366,370 | |||||||
(Loss) Earnings Before Income Tax | (498,900 | ) | (819 | ) | (499,719 | ) | |||||
Income Tax (Benefit) Expense | (134,425 | ) | 287 | (b) | (134,138 | ) | |||||
Net (Loss) Income | (364,475 | ) | (532 | ) | (365,581 | ) | |||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 10,410 | — | 10,410 | ||||||||
Net (Loss) Income Attributable to CONSOL Energy Shareholders | $ | (374,885 | ) | $ | (532 | ) | $ | (375,417 | ) | ||
2
Exhibit 99.2
CONSOL ENERGY INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2015
(CONTINUED)
(Dollars in thousands, except per share data) | As Reported | Pro Forma | |||||||
(Loss) Earnings Per Share: | |||||||||
Basic | $ | (1.64 | ) | $ | (1.64 | ) | |||
Dilutive | $ | (1.64 | ) | $ | (1.64 | ) | |||
CONSOL ENERGY INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015
(000 OMITTED)
As Reported | Pro Forma Adjustments | Pro Forma | |||||||||
ASSETS | |||||||||||
Current Assets: | |||||||||||
Cash and Cash Equivalents | $ | 72,578 | $ | 402,799 | (d) | $ | 475,377 | ||||
(402,799 | ) | (g) | |||||||||
Accounts and Notes Receivable: | |||||||||||
Trade | 200,508 | 200,508 | |||||||||
Other Receivables | 122,095 | (213 | ) | (e) | 121,882 | ||||||
Inventories | 97,438 | (13,764 | ) | (e) | 83,674 | ||||||
Recoverable Income Taxes | 13,887 | — | 13,887 | ||||||||
Prepaid Expenses | 298,257 | (928 | ) | (e) | 297,329 | ||||||
Total Current Assets | 804,763 | (14,905 | ) | 789,858 | |||||||
Property, Plant and Equipment: | |||||||||||
Property, Plant and Equipment | 15,574,946 | (978,994 | ) | (e) | 14,595,952 | ||||||
Less—Accumulated Depreciation, Depletion and Amortization | 5,905,569 | 509,274 | (e) | 6,414,843 | |||||||
Total Property, Plant and Equipment—Net | 9,669,377 | (469,720 | ) | 9,199,657 | |||||||
Other Assets: | |||||||||||
Investment in Affiliates | 237,330 | — | 237,330 | ||||||||
Other | 218,432 | 21,157 | (e)/(d) | 239,589 | |||||||
Total Other Assets | 455,762 | 21,157 | 476,919 | ||||||||
TOTAL ASSETS | $ | 10,929,902 | $ | (463,468 | ) | $ | 10,466,434 | ||||
3
Exhibit 99.2
CONSOL ENERGY INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015
(000 OMITTED)
As Reported | Pro Forma Adjustments | Pro Forma | |||||||||
LIABILITIES AND EQUITY | |||||||||||
Current Liabilities: | |||||||||||
Accounts Payable | $ | 271,394 | $ | — | $ | 271,394 | |||||
Current Portion of Long-Term Debt | 6,650 | (76 | ) | (e) | 6,574 | ||||||
Short-Term Notes Payable | 952,000 | (402,799 | ) | (g) | 549,201 | ||||||
Other Accrued Liabilities | 450,893 | (3,840 | ) | (e)/(h) | 447,053 | ||||||
Total Current Liabilities | 1,680,937 | (406,715 | ) | 1,274,222 | |||||||
Long-Term Debt: | |||||||||||
Long-Term Debt | 2,712,911 | — | 2,712,911 | ||||||||
Capital Lease Obligations | 35,294 | (375 | ) | (e) | 34,919 | ||||||
Total Long-Term Debt | 2,748,205 | (375 | ) | 2,747,830 | |||||||
Deferred Credits and Other Liabilities: | |||||||||||
Deferred Income Taxes | 74,629 | — | 74,629 | ||||||||
Postretirement Benefits Other Than Pensions | 630,892 | — | 630,892 | ||||||||
Pneumoconiosis Benefits | 113,032 | — | 113,032 | ||||||||
Mine Closing | 299,280 | (9,485 | ) | (e) | 289,795 | ||||||
Gas Well Closing | 164,634 | (1,385 | ) | (e) | 163,249 | ||||||
Workers’ Compensation | 69,812 | (1,218 | ) | (e) | 68,594 | ||||||
Salary Retirement | 91,596 | — | 91,596 | ||||||||
Reclamation | 34,150 | — | 34,150 | ||||||||
Other | 166,959 | — | 166,959 | ||||||||
Total Deferred Credits and Other Liabilities | 1,644,984 | (12,088 | ) | 1,632,896 | |||||||
TOTAL LIABILITIES | 6,074,126 | (419,178 | ) | 5,654,948 | |||||||
Stockholders’ Equity: | |||||||||||
Common Stock, $0.01 Par Value; 500,000,000 Shares Authorized, 229,054,236 Issued and Outstanding at December 31, 2015; 230,265,463 Issued and Outstanding at December 31, 2014 | 2,294 | — | 2,294 | ||||||||
Capital in Excess of Par Value | 2,435,497 | — | 2,435,497 | ||||||||
Preferred Stock, 15,000,000 Shares Authorized, None Issued and Outstanding | — | — | — | ||||||||
Retained Earnings | 2,579,834 | (44,765 | ) | (f) | 2,535,069 | ||||||
Accumulated Other Comprehensive Loss | (315,598 | ) | 475 | (e) | (315,123 | ) | |||||
Common Stock in Treasury, at Cost—No Shares at December 31, 2015 and 2014 | — | — | — | ||||||||
Total CONSOL Energy Inc. Stockholders’ Equity | 4,702,027 | (44,290 | ) | 4,657,737 | |||||||
Noncontrolling Interest | 153,749 | — | 153,749 | ||||||||
TOTAL EQUITY | 4,855,776 | (44,290 | ) | 4,811,486 | |||||||
TOTAL LIABILITIES AND EQUITY | $ | 10,929,902 | $ | (463,468 | ) | $ | 10,466,434 | ||||
4
Exhibit 99.2
CONSOL ENERGY INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
DECEMBER 31, 2015
1. | Basis of Presentation |
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 and unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2015 are derived from and should be read in conjunction with CONSOL's audited consolidated financial statements in its Annual Report on Form 10-K for the period ended December 31, 2015.
2. | Proforma Adjustments and Assumptions |
The adjustments are based on currently available information for certain estimates and assumptions and, therefore, the actual effects of these transactions may differ from the pro forma adjustments. A general description of these transactions and adjustments is provided as follows:
(a) These adjustments reflect the elimination of operating revenues, expenses and other income to reflect the consummation of the sale as if it occurred as of January 1, 2015.
(b) This adjustment represents the estimated income tax effect of the pro-forma adjustments. The tax effect of the pro-forma adjustments was calculated using the federal statutory rate of 35% for the period presented.
(c) CONSOL expects to utilize the net proceeds from the sale to repay a portion of the amounts outstanding under its senior secured credit agreement. This adjustment represents a reduction in interest expense associated with the amounts outstanding under the senior secured credit agreement using an average borrowing rate of 1.98%.
(d) This adjustment represents the receipt of $402.8 million of net cash consideration at the closing of the transaction. An additional $22.0 million of proceeds was put in escrow per the terms of the purchase agreement and will be released over the next two years.
(e) These adjustments reflect the elimination of assets and liabilities attributable to the sale as of December 31, 2015.
(f) This adjustment reflects the loss of $44.8 million arising from the transaction based on the net book value of the assets and liabilities sold as of December 31, 2015.
(g) As discussed in (d) above, CONSOL expects to use the proceeds from the transaction to repay a portion of the debt outstanding under its senior secured credit agreement.
(h) This adjustment represents an accrual for estimated transactions fees of $6.2 million.
5
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- CNX Resources (CNX) Misses Q1 EPS by 32c
- DECISIONS OF DIGITALIST GROUP PLC’S ANNUAL GENERAL MEETING 25 APRIL 2024 AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS
- Blockchain + AI , Former OpenAI Member Ishant Singh was Appointed as BitYuan Blockchain CEO
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
