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Note 20 - Subsequent Events
9 Months Ended
Sep. 30, 2020
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 20—Subsequent Events :

 

On October 23, 2020, CONSOL Energy, together with CCR, announced they have entered into a definitive merger agreement pursuant to which CONSOL Energy will acquire all of the outstanding CCR common units other than any CCR common units currently owned by CONSOL Energy and its subsidiaries (each, a “Public Common Unit”) in an all-stock transaction valued at approximately $34.4 million. On the closing of the transactions contemplated under the Merger Agreement, the Company will acquire all of the approximately 10.9 million outstanding Public Common Units at a fixed exchange ratio of 0.73 shares of CONSOL Energy common stock for each Public Common Unit. This exchange ratio represents a 2.1% premium to the volume weighted average exchange ratio during the 20 trading days ended October 22, 2020. In aggregate, CONSOL Energy will issue approximately 8.0 million shares in connection with the proposed transaction, representing approximately 22.2% of the total CONSOL Energy shares that will be outstanding on a pro forma basis after completion of the CCR Merger.

 

The transaction terms were negotiated, reviewed and approved by the conflicts committee of the board of directors of CCR’s general partner and the board of directors of CCR’s general partner. The CCR conflicts committee is composed of the independent members of the board of directors of CCR’s general partner. CONSOL Energy’s board of directors also approved the Merger Agreement and the transactions contemplated thereby, including the CCR Merger and the issuance of CONSOL Energy common stock as the merger consideration, and has resolved to submit the approval of the issuance of the CONSOL Energy common stock in connection with the proposed transactions to a vote of the holders of CONSOL Energy common stock.

 

Subject to customary approvals and conditions, the transaction is expected to close in the first quarter of 2021. The transaction is subject to the approval by the holders of at least a majority of the outstanding CCR common units, approval by a majority of the votes cast by CONSOL Energy’s stockholders and the effectiveness of a registration statement related to the issuance of the new CONSOL Energy shares to CCR’s common unitholders. Pursuant to a support agreement entered into in connection with the transaction, CONSOL Energy has agreed to vote all of the CCR common units that it owns in favor of the proposed transaction. CONSOL Energy currently owns approximately 60.7% of the outstanding CCR common units.

 

In connection with the closing of the transaction, CCR’s common units will cease to be publicly traded and the incentive distribution rights in CCR will be eliminated.