CONSOL Energy Inc. (NYSE:CNX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | Brief description of the pertinent facts relating to the event: See Item 1.01 above |
| • | Date of the event: November 28, 2017 |
| • | Type of event: Change in contributing sponsor or controlled group |
| • | Description of the change in the plan’s controlled group structure: As a result of the Separation the entities listed below under “CNX Controlled Group” are no longer members of the Company’s controlled group (the “Company Controlled Group”) and are now members of a separate CNX controlled group (the “CNX Controlled Group”). |
| • | Name of each plan maintained by any member of the plan’s old and new controlled groups, its contributing sponsor(s) and EIN/PN: Before the Separation and Distribution, the Plan was the only defined benefit pension plan that was sponsored by members of the Company Controlled Group |
CNX Controlled Group:
CNX Resources Corporation (a Delaware corporation) (formerly known as CONSOL Energy Inc.)
Cardinal States Gathering Company (a Virginia general partnership)
CNX Gas Corporation (a Delaware corporation)
CNX Gas Company LLC (a Virginia limited liability company)
CNX Land LLC (a Delaware limited liability company)
CNX Resource Holdings LLC (a Delaware corporation)
CNX Water Assets LLC (a West Virginia limited liability company)
MOB Corporation (a Pennsylvania corporation)
Pocahontas Gas LLC (a Delaware limited liability company)
Terra Firma Company (a West Virginia corporation)
Company Controlled Group:
CONSOL Energy Inc. (a Delaware Corporation) (formerly known as CONSOL Mining Corporation) (the “Company”)
AMVEST LLC (a Virginia limited liability company)
AMVEST Gas Resources, LLC (a Virginia limited liability company)
AMVEST West Virginia Coal, L.L.C. (a West Virginia limited liability company)
Braxton-Clay Land & Mineral, LLC (a West Virginia limited liability company)
Conrhein Coal Company (a Pennsylvania general partnership)
CONSOL Coal Resources GP LLC (a Delaware limited liability company) (formerly “CNX Coal Resources GP LLC”)
CONSOL Marine Terminals LLC (a Delaware limited liability company) (formerly “CNX Marine Terminals LLC”)
CONSOL RCPC LLC (a Delaware limited liability company) (formerly “CNX RCPC LLC”)
CONSOL Amonate Facility LLC (a Delaware limited liability company)
CONSOL Amonate Mining Company LLC (a Delaware limited liability company)
CONSOL Energy Canada Ltd. (a Canadian corporation)
CONSOL Energy Sales Company LLC (a Delaware limited liability company)
CONSOL Financial Inc. (a Delaware corporation)
CONSOL Mining Company LLC (a Delaware limited liability company)
CONSOL Mining Holding Company LLC (a Delaware limited liability company)
CONSOL of Canada LLC (a Delaware limited liability company)
CONSOL of Kentucky LLC (a Delaware limited liability company)
CONSOL Pennsylvania Coal Company LLC (a Delaware limited liability company)
Fola Coal Company, L.L.C. d/b/a Powellton Coal Company (a West Virginia limited liability company)
Helvetia Coal Company LLC (a Pennsylvania limited liability company)
Island Creek Coal Company LLC (a Delaware limited liability company)
Laurel Run Mining Company LLC (a Virginia limited liability company)
Leatherwood, LLC (a Pennsylvania limited liability company)
Little Eagle Coal Company, L.L.C. (a West Virginia limited liability company)
MTB LLC (a Delaware limited liability company)
Nicholas-Clay Land & Mineral, LLC (a Virginia limited liability company)
R&PCC LLC (a Pennsylvania limited liability company)
TECPART LLC (a Delaware limited liability company)
Terry Eagle Coal Company, L.L.C. (a West Virginia limited liability company)
Terry Eagle Limited Partnership (a West Virginia limited partnership)
Vaughan Railroad Company LLC (a West Virginia limited liability company)
Windsor Coal Company LLC (a West Virginia limited liability company)
Wolfpen Knob Development Company LLC (a Virginia limited liability company)
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description of the Exhibit |
| 2.1 | Separation and Distribution Agreement, dated as of November28, 2017, by and between the Company and CNX* |
| 2.2 | Tax Matters Agreement, dated as of November28, 2017, by and between the Company and CNX* |
| 2.3 | Employee Matters Agreement, dated as of November28, 2017, by and between the Company and CNX* |
| 2.4 | Intellectual Property Matters Agreement, dated as of November28, 2017, by and between the Company and CNX* |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company |
| 3.2 | Amended and Restated Bylaws of the Company |
| 10.1 | Transition Services Agreement, dated as of November28, 2017, by and between the Company and CNX* |
| 10.2 | CNX Resources Corporation to CONSOL Energy Inc. Trademark License Agreement dated as of November28, 2017, by and between the Company and CNX |
| 10.3 | CONSOL Energy Inc. to CNX Resources Corporation Trademark License Agreement, dated as of November28, 2017, by and between the Company and CNX |
| 10.4 | First Amendment to the First Amended and Restated Omnibus Agreement, dated as of November 28, 2017, by and among the Company, CNX, CONSOL Coal Resources GP LLC, the Partnership and the other parties thereto |
| 10.5 |
First Amendment to Contract Agency Agreement, dated as of November 28, 2017, by and among CONSOL Energy Sales Company, CONSOL Thermal Holdings LLC (formerly known as CNX Thermal Holdings LLC) and the other parties thereto |
| 10.6 |
First Amendment to Water Supply and Services Agreement, dated as of November 28, 2017 by and between CNX Water Assets LLC and CONSOL Thermal Holdings LLC (formerly known as CNX Thermal Holdings LLC) |
| 10.7 | Second Amendment to the Pennsylvania Mine Complex Operating Agreement, dated November 28, 2017, by and among CONSOL Pennsylvania Coal Company LLC, Conrhein Coal Company, CONSOL Thermal Holdings LLC and CONSOL Coal Resources LP |
| 10.8 | Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the other Secured Parties referred to therein |
| 10.9 | Affiliated Company Credit Agreement, dated November28, 2017, by and among CONSOL Coal Resources LP, certain of its affiliates party thereto, CONSOL Energy Inc. and PNC Bank, National Association |
| 10.10 |
CONSOL Energy Inc. Omnibus Performance Incentive Plan (incorporated by reference to Exhibit 4.3 of the Registrant’s Form S-8 Registration Statement (File No. 333-221727) filed with Securities and Exchange Commission on November 22, 2017) |
| 10.11 | Purchase and Sale Agreement, dated as of November 30, 2017, by and among CONSOL Marine Terminals LLC, CONSOL Pennsylvania Coal Company LLC and CONSOL Funding LLC |
| 10.12 | Sub-Originator Sale Agreement, dated as of November 30, 2017, by and between CONSOL Thermal Holdings LLC and CONSOL Pennsylvania Coal Company LLC |
| 10.13 | Receivables Financing Agreement, dated as of November 30, 2017, by and among CONSOL Funding LLC, CONSOL Pennsylvania Coal Company LLC and PNC Bank, N.A. |
| 99.1 | Information Statement of the Company, dated November3, 2017 |
| 99.2 | Press Release of the Company, dated November29, 2017 |
| 99.3 | Preliminary financial results for the quarter ended September 30, 2017 |
| * | Schedules and exhibits have been omitted to Item601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
CONSOL Energy Inc. ExhibitEX-2.1 2 d425989dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN CONSOL ENERGY INC. AND CONSOL MINING CORPORATION DATED AS OF NOVEMBER 28,…To view the full exhibit click here
About CONSOL Energy Inc. (NYSE:CNX)
CONSOL Energy Inc. (CONSOL Energy) is an integrated energy company that operates through two divisions: oil and gas exploration and production (E&P) and coal mining. The principal activity of the E&P division is to produce pipeline quality natural gas for sale primarily to natural gas wholesalers. The E&P division’s segments are Marcellus, Utica, Coalbed Methane, and Other Gas. The Other Gas segment is primarily related to shallow oil and gas production, as well as Upper Devonian Shale, and includes the Company’s purchased gas activities and general and administrative activities, as well as various other activities assigned to the E&P division but not allocated to each individual well type. The principal activities of the Coal division are mining, preparation and marketing of thermal coal, sold primarily to power generators, and metallurgical coal, sold to metal and coke producers. The Coal division’s segments are Pennsylvania (PA) Operations, Virginia (VA) Operations, and Other Coal.