Each one in plain English, with the numbers worked through for a shareholder.
27 Nov 2020business combination● NeutralMajor
Amendment No. 1 to the registration for CONSOL Energy's buy-in of CONSOL Coal Resources, adding the legality opinion and setting the timetable: November 27, 2020 record dates on both sides and a virtual CONSOL shareholder meeting on December 29. It also put a number on the parent's grip - CONSOL already owned 60.7% of the partnership's units - against terms of 0.73 CONSOL shares per public unit, which leaves former unitholders with about 23.4% of the voting power and no appraisal rights.
CONSOL Energy registered the shares to buy in the public unitholders of CONSOL Coal Resources, the partnership it already controlled, at 0.73 CONSOL shares per unit -- folding a separately listed vehicle back into the parent at a fixed ratio the minority had no ability to negotiate.
Agreed to buy in the public units of its majority-owned coal mining partnership, CONSOL Coal Resources LP, converting each outside unit into 0.73 shares of CONSOL stock and folding the partnership fully into the parent company.
With the pandemic hitting coal demand, CONSOL's lenders loosened its debt limits rather than tightened them: the first-lien leverage ceiling went back up from the 1.75x then in force to 2.50x for the next year, returning to 1.75x only by mid-2022. In exchange it pays 0.5 percentage points more, may not sit on more than $50 million of spare cash, and faces tighter limits on buybacks, dividends and second-lien note repurchases.
Refinanced its senior secured credit facilities: raised the revolver to $400 million, cut interest margins, and pushed maturities out to 2023-2024, while also loosening the covenants enough to permit up to $50 million in annual dividends.
Greenlight Capital, Inc, DME Advisors, LP, DME Capital Management, LP, DME Advisors GP, LLC, David Einhorn reported a Core Natural Resources, Inc. shareholding of 140,000 shares (0.50% of votes) in a periodic institutional filing.
