0000899243-16-031014.txt : 20161004 0000899243-16-031014.hdr.sgml : 20161004 20161004200143 ACCESSION NUMBER: 0000899243-16-031014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161004 DATE AS OF CHANGE: 20161004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CNX Coal Resources LP CENTRAL INDEX KEY: 0001637558 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 473445032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-485-4009 MAIL ADDRESS: STREET 1: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSOL Energy Inc CENTRAL INDEX KEY: 0001070412 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37456 FILM NUMBER: 161921092 BUSINESS ADDRESS: STREET 1: CNX CENTER STREET 2: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-485-4000 MAIL ADDRESS: STREET 1: CNX CENTER STREET 2: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER NAME: FORMER CONFORMED NAME: CONSOL ENERGY INC DATE OF NAME CHANGE: 19980915 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-30 0 0001637558 CNX Coal Resources LP CNXC 0001070412 CONSOL Energy Inc 1000 CONSOL ENERGY DRIVE CANONSBURG PA 15317 1 0 1 0 CLASS A PREFERRED UNITS (LIMITED PARTNER INTERESTS) 2016-09-30 4 A 0 3956496 A COMMON UNITS 3956496 3956496 D Each Class A Preferred Unit will convert into one common unit representing limited partnership interests in the Issuer (the "Common Units"), at the election of CONSOL Energy Inc. ("CONSOL" or the "Reporting Person"), (i) at any time after September 30, 2017, (ii) with respect to any dissolution or liquidation of the Issuer pursuant to the Issuer's Partnership Agreement occurring prior to September 30, 2017, as of the business day immediately prior to the effective date of such dissolution or liquidation and (iii) with respect to a Class A Preferred Unit Change of Control (as defined in the Issuer's Partnership Agreement), as of the business day immediately prior to the record date or effective date, as applicable, of such Class A Preferred Unit Change of Control. (Continued from footnote 1) All, but not less than all, of the outstanding Class A Preferred Units are convertible at the election of the Issuer into Common Units on a one-for-one basis, on or after September 30, 2019, subject to certain conditions set forth in the Issuer's Partnership Agreement. The Class A Preferred Units have no expiration date. On September 30, 2016, the Issuer and its wholly owned subsidiary, CNX Thermal Holdings LLC ("CNX Thermal"), entered into a Contribution Agreement (the "Contribution Agreement") with CONSOL, Consol Pennsylvania Coal Company LLC ("CPCC") and Conrhein Coal Company ("Conrhein" and together with CPCC, the "Contributing Parties"), under which CNX Thermal acquired an undivided 6.25% of the Contributing Parties' right, title and interest in and to the Pennsylvania Mine Complex (which represents an aggregate 5% undivided interest in and to the Pennsylvania Mine Complex) (the "Acquisition"), in exchange for (i) cash consideration in the amount of $21.5 million and (ii) the Issuer's issuance of 3,956,496 Class A Preferred Units at an issue price of $17.01 per Class A Preferred Unit (the "Class A Preferred Unit Issue Price"), or an aggregate $67.3 million in equity consideration. (Continued from footnote 3) The Class A Preferred Unit Issue Price was calculated as the volume-weighted average trading price of the Issuer's Common Units over the trailing 15-day trading period ending on September 29, 2016 (or $14.79), plus a 15% premium. CONSOL is the direct holder of limited partnership interests in the Issuer. CONSOL is also the sole owner of the membership interests of CNX Coal Resources GP LLC, the general partner of the Issuer (the "General Partner"). The General Partner owns a 1.71% general partner interest in the Issuer. /s/ Stephanie L. Gill, Stephanie L. Gill, Vice President, General Counsel & Corporate Secretary of CONSOL Energy Inc. 2016-10-04