Entry into a Material Definitive Agreement with CONSOL	9 Months Ended
Sep. 30, 2024
Entry into a Material Definitive Agreement with CONSOL
Entry into a Material Definitive Agreement with CONSOL	3. Entry into a Material Definitive Agreement with CONSOL On August 20, 2024, the Company, CONSOL Energy Inc. (“CONSOL”), and Mountain Range Merger Sub Inc., a wholly owned subsidiary of CONSOL (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Arch (the “Merger”), with Arch thereafter being a wholly-owned subsidiary of CONSOL. Under the terms of the Merger Agreement, each share of Class A common stock, par value $0.01 per share, of Arch (the “Arch Class A common stock”) and Class B common stock, par value $0.01 per share, of Arch (the “Arch Class B common stock” and together with the Arch Class A common stock, the “Arch common stock”), that is issued and outstanding immediately prior to the effective time of the Merger (other than shares of Arch common stock held by Arch as treasury shares or shares of Arch common stock held by CONSOL or Merger Sub immediately prior to the effective time of the Merger and in each case, not held on behalf of third parties and shares of Arch common stock that are owned by any subsidiary of Arch or CONSOL other than Merger Sub) will be converted automatically into the right to receive, without interest, 1.326 fully paid and nonassessable shares of common stock, par value $0.01 per share, of CONSOL (“CONSOL common stock”) (with cash in lieu of fractional shares). The Merger Agreement imposes certain restrictions on the conduct of the business of the Company until the closing, such as a requirement to operate in the ordinary course of business and limitations on, among other things, dividends, stock repurchases and debt repurchases, subject, in each case, to certain exceptions. The Merger is expected to close by the end of the first quarter of 2025, subject to the satisfaction or waiver of certain customary closing conditions, including approval by the Company’s and CONSOL’s stockholders. The Merger Agreement contains certain termination rights for both the Company and CONSOL. In the event of a termination of the Merger Agreement under certain specified circumstances, the Company or CONSOL may be required to pay the other party a termination fee of $82 million or an expense reimbursement of up to $23.5 million. During the three months ended September 30, 2024, the Company incurred approximately $7.0 million in transaction costs related to the Merger agreement, all of which were expensed, and are included in the line item “Merger related costs” in the accompanying Condensed Consolidated Statements of Operations.

Entry into a Material Definitive Agreement with CONSOL

9 Months Ended

Sep. 30, 2024

Entry into a Material Definitive Agreement with CONSOL

Entry into a Material Definitive Agreement with CONSOL

3. Entry into a Material Definitive Agreement with CONSOL

On August 20, 2024, the Company, CONSOL Energy Inc. (“CONSOL”), and Mountain Range Merger Sub Inc., a wholly owned subsidiary of CONSOL (“Merger Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Arch (the “Merger”), with Arch thereafter being a wholly-owned subsidiary of CONSOL.

Under the terms of the Merger Agreement, each share of Class A common stock, par value $0.01 per share, of Arch (the “Arch Class A common stock”) and Class B common stock, par value $0.01 per share, of Arch (the “Arch Class B common stock” and together with the Arch Class A common stock, the “Arch common stock”), that is issued and outstanding immediately prior to the effective time of the Merger (other than shares of Arch common stock held by Arch as treasury shares or shares of Arch common stock held by CONSOL or Merger Sub immediately prior to the effective time of the Merger and in each case, not held on behalf of third parties and shares of Arch common stock that are owned by any subsidiary of Arch or CONSOL other than Merger Sub) will be converted automatically into the right to receive, without interest, 1.326 fully paid and nonassessable shares of common stock, par value $0.01 per share, of CONSOL (“CONSOL common stock”) (with cash in lieu of fractional shares).

The Merger Agreement imposes certain restrictions on the conduct of the business of the Company until the closing, such as a requirement to operate in the ordinary course of business and limitations on, among other things, dividends, stock repurchases and debt repurchases, subject, in each case, to certain exceptions.

The Merger is expected to close by the end of the first quarter of 2025, subject to the satisfaction or waiver of certain customary closing conditions, including approval by the Company’s and CONSOL’s stockholders.

The Merger Agreement contains certain termination rights for both the Company and CONSOL. In the event of a termination of the Merger Agreement under certain specified circumstances, the Company or CONSOL may be required to pay the other party a termination fee of $82 million or an expense reimbursement of up to $23.5 million.

During the three months ended September 30, 2024, the Company incurred approximately $7.0 million in transaction costs related to the Merger agreement, all of which were expensed, and are included in the line item “Merger related costs” in the accompanying Condensed Consolidated Statements of Operations.