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