CONSOL Energy’s Merger With CONSOL Coal Resources LP

Baker Botts L.L.P advised Intrepid Partners, LLC as financial advisor on the deal. Latham & Watkins LLP represented CONSOL Energy Inc. in the transaction

CONSOL Energy Inc. (NYSE: CEIX) (“CEIX”) and CONSOL Coal Resources LP (NYSE: CCR) (“CCR”) announced that they have entered into a definitive merger agreement pursuant to which CEIX will acquire all of the publicly held CCR common units in an all-stock transaction valued at approximately $34.4 million, based on the most recent closing price of shares of CEIX common stock.

Under the merger agreement, CEIX will acquire all of the approximately 10.9 million outstanding CCR common units that it does not already own at a fixed exchange ratio of 0.73 shares of CEIX common stock for each publicly held CCR 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, CEIX will issue approximately 8.0 million shares in connection with the proposed transaction, representing approximately 22.2% of the total CEIX shares that will be outstanding on a pro forma basis.

Citi and Credit Suisse Securities (USA) LLC are acting as financial advisors and Latham & Watkins LLP is acting as legal advisor to CEIX. Intrepid Partners, LLC is acting as financial advisor and Sidley Austin LLP is acting as legal advisor to the CCR conflicts committee.

CONSOL Energy Inc. (NYSE: CEIX) is a Canonsburg-based producer and exporter of high-Btu bituminous thermal and crossover metallurgical coal. It owns and operates some of the most productive longwall mining operations in the Northern Appalachian Basin.

The Baker Botts team advising Intrepid Partners, LLC was led by Josh Davidson (Picture) and Jude Dworaczyk.

Latham & Watkins LLP represented CONSOL Energy Inc. in the transaction with a corporate deal team led by Houston partners Nick Dhesi and Bill Finnegan, with Houston associates Ryan Lynch, Bryan Ryan, Rebecca Kendall, Caroline Ellerbe and Danielle Kinchen. Advice was also provided on environmental matters by Houston partner Joel Mack and Los Angeles counsel Josh Marnitz; on benefits and compensation matters by Washington, D.C. partner Adam Kestenbaum; and on tax matters by Houston partners Tim Fenn and Jim Cole, with Houston associate Marianne Standley.

Involved fees earner: Joshua Davidson – Baker Botts; Jude Dworaczyk – Baker Botts; Jim Cole – Latham & Watkins; Nick Dhesi – Latham & Watkins; Timothy Fenn – Latham & Watkins; William Finnegan – Latham & Watkins; Rebecca Kendall – Latham & Watkins; Adam Kestenbaum – Latham & Watkins; Ryan Lynch – Latham & Watkins; Joel Mack – Latham & Watkins; Danielle Maddox Kinchen – Latham & Watkins; Joshua Marnitz – Latham & Watkins; Caroline Robinson Ellerbe – Latham & Watkins; Bryan Ryan – Latham & Watkins; Marianne Standley – Latham & Watkins;

Law Firms: Baker Botts; Latham & Watkins;

Clients: CONSOL Energy; Intrepid Partners, LLC;

Author: Ambrogio Visconti