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CONSOL Files Plans to Spin Off Coal Business


This week CONSOL Energy filed the necessary paperwork with the U.S. Securities and Exchange Commission (SEC) to split the company into two publicly traded companies, a coal company and a natural gas exploration and production (E&P) company. The spin-off would provide current shareholders ownership in two companies, each positioned to capitalize on distinct opportunities for future growth and profitability, the company said.

 

“Today’s filing represents a significant step toward completing the company’s separation, with both entities being well-capitalized and free cash flow generating,” said Nicholas J. DeIuliis, president and CEO. “This strategic separation will enable both businesses to focus on their inherent strengths and unlock value for their shareholders."

The initial Form 10, which was filed by CONSOL Mining Corp., a subsidiary of the company that will hold the coal business at the time of the spin-off, includes detailed information about the coal business, including historical financial information. The coal business will be comprised of the Pennsylvania Mining Complex, consisting of the Bailey mine, the Enlow Fork mine and the Harvey mine and the related coal preparation plant; the company’s ownership interest in CNX Coal Resources LP, a publicly traded master limited partnership that owns a 25% undivided interest in the Pennsylvania Mining Complex; the coal export terminal at the Port of Baltimore; undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins; and certain related coal assets and liabilities. The initial Form 10 is preliminary and subject to change prior to completion of the separation.

Jimmy Brock has been appointed as CEO of the coal business and Katharine Fredriksen as president of the coal business. Effective August 2, David Khani will serve as CFO of the coal business and Don Rush, a current vice president of the company, will assume the role of executive vice president and CFO of the company. After the separation, Nick DeIuliis will serve as the president and CEO of the E&P business and Rush will serve as the executive vice president and CFO of the E&P business.

The Form 10 also contemplates that the coal business will operate under the name CONSOL Energy Inc. after the spin-off, and that the E&P company will operate under a new name that will be announced at a later date.

The spin-off remains subject to the satisfaction of certain conditions, including, among others, obtaining final approval from the company’s board of directors and the SEC declaring the Form 10 effective.

The company remains committed to separating its coal and gas businesses and expects to be in a position to complete the separation as early as 2017.