Past year: ▲ 24%(26.19 – 38.27 USD)
Each one in plain English, with the numbers worked through for a shareholder.
20 Nov 2015business combination● Neutral
CONSOL filed a registration statement on November 20, 2015 to swap up to $500 million of unregistered 8.000% Senior Notes due 2023 (issued March 30, 2015) for registered ones. CNX Gas Corporation and CNX Gas Company LLC are again listed among the guarantor registrants; CNX Gas is not the issuer and receives no proceeds, and the shown text says nothing new about its own business.
26 Nov 2014business combination● Neutral
CONSOL filed a registration statement on November 26, 2014 to swap up to $1.85 billion of unregistered 5.875% Senior Notes due 2022 for registered ones; the old notes were issued as $1.6 billion on April 16, 2014 and $250 million on August 12, 2014. CNX Gas Corporation and CNX Gas Company LLC are listed as additional guarantor registrants; CNX Gas is not the issuer and nothing in the shown text describes any change to its own business. This is a new notes issue, separate from the earlier 2017/2020 and 2021 exchanges.
19 Jan 2012business combination● Neutral
CONSOL filed Amendment No. 1 on January 19, 2012 to its August 2011 registration statement for swapping $250 million of 6.375% Senior Notes due 2021 for registered notes of the same amount. CNX Gas Corporation and CNX Gas Company LLC are still listed among the subsidiary guarantors; CNX Gas is not the issuer, and no proceeds go to CONSOL or any guarantor. The shown text does not say what changed from the original filing.
4 Aug 2011business combination● Neutral
CONSOL filed a new registration statement on August 4, 2011 to exchange $250 million of its 6.375% Senior Notes due 2021 for registered notes of the same amount. These are fully and unconditionally guaranteed by substantially all of CONSOL's wholly-owned domestic subsidiaries, with CNX Gas Corporation and CNX Gas Company LLC listed as guarantors; CNX Gas is not the issuer and no proceeds are received. This is a separate, new notes issue from the 2017/2020 notes exchange.
21 Jan 2011business combination● Neutral
CONSOL filed Amendment No. 3 to the notes-exchange registration statement, stated to be solely to update the consents of the independent accounting firms and auditors. The prospectus is omitted, and the shown text has no new substance about CNX Gas, which remains listed as an additional registrant.
3 Dec 2010business combination● Neutral
CONSOL filed Amendment No. 2 to the same notes-exchange registration statement, stated to change only Part II (the indemnification section and related items); the prospectus itself is unchanged and omitted. CNX Gas Corporation is still listed among the additional registrants, and the shown text carries nothing new about CNX Gas's own business.
5 Nov 2010business combination● Neutral
CONSOL filed Amendment No. 1 to its September 2010 registration statement for swapping its $1.5 billion 8.00% notes due 2017 and $1.25 billion 8.25% notes due 2020 for registered, otherwise substantially identical notes. CNX Gas Corporation and CNX Gas Company LLC remain listed as subsidiary guarantors; CNX Gas is not the issuer, and neither CONSOL nor any guarantor receives proceeds from the exchange.
21 Sept 2010business combination● Neutral
CONSOL filed a registration statement on September 21, 2010 to swap its privately placed $1.5 billion 8.00% Senior Notes due 2017 and $1.25 billion 8.25% Senior Notes due 2020 for identical registered notes. CNX Gas Corporation is listed as one of many subsidiary guarantors. CNX Gas is not the issuer and receives no proceeds; the filing does not say what the notes funded, and the shown portion does not describe any change in CNX Gas's own business.
14 June 2010listing compliance notice▼ BadMajor
CNX Gas Corp suspended its duty to file periodic reports with the SEC.
3 June 2010listing compliance notice● NeutralMajor
CNX Gas Corp's exchange filed to remove a class of its securities from listing.
27 May 2010business combination● Neutral
CNX Gas updated its response to the CONSOL offer only to report the court developments: the May 25, 2010 denial of the preliminary injunction, the finding that entire fairness review applies to the damages claims, the May 26 certification of the standard-of-review question to the Delaware Supreme Court, the denial of an injunction pending appeal, and the plaintiffs' withdrawal of their emergency application. It adds exhibits only and does not change the offer terms.
27 May 2010business combination● NeutralMajor
CONSOL's final tender offer amendment says the offer expired May 26, 2010 with about 24,006,706 shares validly tendered (including about 1,255,062 under guaranteed delivery), satisfying the minimum condition; CONSOL accepted all of them. With the shares CONSOL already owned, it holds about 99.16% of CNX Gas, and it will promptly complete the merger converting remaining shares into $38.25 cash each (appraisal rights for those who properly exercise them), after which the shares stop trading on the NYSE. This resolves the open question of whether the offer would meet the minimum and close.
26 May 2010business combination● NeutralMajor
CONSOL reported that the Delaware court denied the shareholders' request to block the $38.25 offer and merger on May 25, 2010, so the offer was not stopped (this resolves the May 24 injunction hearing thread). The judge said a stricter 'entire fairness' standard will apply to the damages suit because the special committee did not recommend tendering and plaintiffs showed a reasonable basis to challenge the majority-of-the-minority condition. On May 26 he certified the standard-of-review question for the Delaware Supreme Court but denied an injunction pending appeal, and plaintiffs withdrew their emergency appeal application.
21 May 2010business combination● Neutral
CNX Gas updated its response to the CONSOL offer only to add the litigation developments: on May 18, 2010 plaintiffs filed a consolidated class action against CONSOL, CNX Gas and certain officers and directors, alleging breach of fiduciary duties to public shareholders. Defendants' opposition is due May 21 and the preliminary injunction hearing is May 24, 2010. No change to the offer terms is stated.
21 May 2010business combination● NeutralMajor
CONSOL amended its offer again: it estimates about $966.5 million is needed to buy the shares it does not own (plus about $25 million to cancel vested options), funded by cash, credit facility borrowings and/or a recently completed share offering. It says the minimum tender condition cannot be waived, intends to merge CNX Gas immediately after the offer, and expects to end CNX Gas's SEC reporting. It also reports that plaintiffs filed a consolidated class action on May 18, 2010 alleging breach of duty to public holders, with the injunction hearing set for May 24.
14 May 2010business combination● NeutralMajor
CNX Gas added to its response to the CONSOL offer that on May 13, 2010 CONSOL's senior management decided not to recommend that its board raise the $38.25 price. An attached employee-plan letter states the special committee chose to remain neutral, neither recommending nor opposing tendering, which resolves the open question about its recommendation; it also notes that the plan's tender deadline is May 25, 2010.
14 May 2010business combination● NeutralMajor
CONSOL amended its tender offer filing: as of May 13, 2010 there were 151,069,930 CNX Gas shares outstanding, so the offer covers 25,269,863 shares (about $966.6 million at $38.25). Because insiders hold shares too, at least 12,506,316 shares must be tendered by other holders for the offer to succeed. It also discloses that Lazard told the special committee the price is fair to unaffiliated holders, that shareholder lawsuits seek to block the offer with a hearing set for May 24, 2010, and that CNX Gas closed at $38.17 on May 13.
13 May 2010asset acquisition disposition● NeutralMajor
On May 7, 2010 CNX Gas signed a new secured revolving credit facility of up to $700 million, replacing its existing $200 million facility from October 2005. It runs to May 6, 2014, is secured by substantially all of CNX Gas's and its subsidiaries' assets (which also ratably secure CONSOL's 2012 Notes), and requires a leverage ratio of no more than 3.5 to 1.0 and interest coverage of at least 3.0 to 1.0. This appears alongside CONSOL's own credit agreement of the same date, which the tender offer financing depends on; the filing does not say what the new facility will be drawn for beyond general purposes.
11 May 2010business combination● NeutralMajor
CNX Gas filed its formal response to CONSOL's $38.25 per share cash tender offer. It states that if CONSOL buys shares in the offer it will merge CNX Gas into a wholly owned CONSOL subsidiary, with remaining shares converted into $38.25 cash each. It also states that vested options would be cashed out and unvested options converted into CONSOL options. The portion shown does not include the special committee's recommendation.
28 Apr 2010business combination▲ GoodMajor
CONSOL formally filed its tender offer and going-private statement on April 28, 2010, offering $38.25 cash per share for all CNX Gas shares it does not own. On April 26, 2010, 151,021,770 shares were outstanding, of which CONSOL owned 125,800,067, so the offer covers 25,221,703 shares, valued at about $964.7 million. This turns the March announcement into a live offer.
28 Apr 2010business combination● Neutral
CNX Gas's special committee announced that CONSOL formally launched its $38.25 per share cash tender offer on April 28, 2010, and asked shareholders to wait before deciding whether to tender until the committee states its position, which it said would come within ten business days. The filing itself carries no recommendation.
20 Apr 2010business combination● Neutral
On April 15, 2010 CNX Gas's board formed a special committee made up of John R. Pipski, its only independent director, to evaluate CONSOL's planned tender offer and decide what the company recommends to shareholders. CONSOL told the board it is unwilling to consider selling its own CNX Gas shares; the committee hired Skadden Arps as legal counsel and Lazard as financial advisor, and Pipski was approved a $150,000 fee that does not depend on the outcome.
22 Mar 2010business combination▲ GoodMajor
CONSOL Energy, which owns about 83.3% of CNX Gas, announced an agreement with T. Rowe Price, whose clients hold about 9.47 million CNX Gas shares (roughly 37% of the shares CONSOL does not own). CONSOL agreed to start a tender offer by May 5, 2010 to buy all remaining CNX Gas shares for $38.25 cash each (a 24% premium to the March 19 close), and T. Rowe Price agreed to tender its shares. This identifies the bidder and price in the long-open tender offer thread; the offer is conditional, including on CONSOL raising $4.5 billion, closing its Dominion Resources purchase agreement, and increasing credit facilities to $2.0 billion in aggregate, and the filing says there is no assurance it will be completed.
2 June 2008material agreement● Neutral
CNX Gas and CONSOL Energy amended their 2005 Master Cooperation and Safety Agreement, effective back to August 1, 2005, to settle who owns greenhouse gas allowances and credits. Each keeps 100% of its own baseline allowances, extra allowances are split 50-50 absent other circumstances, and emission reduction credits from the gas rights transferred in the 2005 separation are split 50% each.
3 Mar 2008business combination● Neutral
CNX Gas filed another Schedule 14D-9 pre-commencement communication, attaching a March 3, 2008 press release. The filing text itself gives no terms; it continues the tender offer thread from January 2008, and the details are in the unreproduced exhibit.
25 Feb 2008auditor change● Neutral
CNX Gas dismissed PricewaterhouseCoopers as its auditor on February 25, 2008 and hired Ernst & Young the same day. The filing says PwC's reports for 2007 and 2006 were clean and there were no disagreements.
29 Jan 2008business combination● NeutralMajor
CNX Gas filed a Schedule 14D-9 box-checked as preliminary communications made before a tender offer begins, attaching a January 29, 2008 press release and an employee memo. The filing text shown does not state the offer's terms, bidder or price, so the substance is only in the exhibits, which are not reproduced here.
14 June 2007material agreement▲ GoodMajor
CNX Gas agreed to buy coal reserves from Consolidation Coal (about 5,711 net acres of Pittsburgh seam coal and 4,604 net acres in Kentucky) for $45.0 million cash plus deferred and contingent payments, including $36.0 million due on the 35th anniversary of closing for the Northern Block. It then agreed to swap that coal to Peabody affiliates for oil and gas rights (including coalbed methane) under about 606,101 acres, and separately to buy rights under about 273,921 acres from Peabody Natural Gas for $15.0 million. CNX Gas also agreed to transfer its gas rights within the coal areas to the Peabody affiliates, with those rights reverting to CNX Gas after coal mining there is finished. Closings were scheduled for June 19-20, 2007, with title-defect claims allowed until September 20, 2007.
17 Oct 2006material agreement● Neutral
The board adopted a long-term incentive program that pays executives cash based on how CNX Gas's shareholder return ranks against a peer group from October 11, 2006 to December 31, 2009. Initial awards: DeIuliis 73,306 units, Smith 43,440, Johnson 27,150 and Bench 23,892. It also raised the cap on cash awards under the equity plan, set new non-employee director pay from November 1, 2006, and gave director Joseph Williams an extra option worth $20,000.
15 May 2006material agreement● NeutralMajor
CNX Gas's subsidiary signed two firm gas transport agreements with East Tennessee Natural Gas, following a July 2005 precedent agreement. One covers up to 210,000 Dth per day for 15 years at $3.1141 per Dth per month, and the other up to 40,000 Dth per day for 3 years at $7.9083 per Dth per month. Both terms start only when the Jewell Ridge Lateral pipeline is completed and in service.
