8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 29, 2020

CONSOL Coal Resources LP

(Exact name of registrant as specified in its charter)

Delaware	001-37456	47-3445032
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 CONSOL Energy Drive, Suite 100

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code:

(724) 416-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Units representing limited partner interests	CCR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Item 1.01 Entry into a Material Definitive Agreement.

Following the closing of the Merger (as defined herein), and to give effect to certain transactions related thereto, on December 30, 2020, CONSOL Energy Inc., a Delaware corporation (“CEIX”), Transformer Holdings LP Inc., a Delaware limited liability company and a wholly owned subsidiary of CEIX (“Holdings”), and CONSOL Coal Resources GP LLC, a Delaware limited liability company (the “General Partner”) and the general partner of CONSOL Coal Resources LP, a Delaware limited partnership (the “Partnership”), entered into the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (the “Fourth A&R Partnership Agreement”) to, among other things, admit Holdings as a limited partner of the Partnership, delete provisions relating to the incentive distribution rights representing limited partner interests in the Partnership (the “Incentive Distribution Rights”), which were automatically cancelled immediately prior to the Effective Time (as defined herein) for no consideration in accordance with the Third Amended and Restated Agreement of Limited Partnership of CONSOL Coal Resources LP, dated as of November 28, 2017 (the “Third A&R Partnership Agreement”), and reflect the conversion of the economic general partner interest in the Partnership into a non-economic general partner interest in the Partnership.

The foregoing description of the Fourth A&R Partnership Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Fourth A&R Partnership Agreement, a copy of which is filed herewith as Exhibit 3.1 and the terms of which are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On December 30, 2020, in connection the consummation of the Merger, the Affiliated Company Credit Agreement, dated November 28, 2017 (as amended, the “Affiliated Company Credit Agreement”), by and among the Partnership, as borrower, certain subsidiaries of the Partnership party thereto, CEIX, as lender and administrative agent, and PNC Bank, National Association, as collateral agent, was terminated, all obligations and guarantees thereunder repaid and discharged and all liens granted in connection therewith released. In connection with the termination of the Affiliated Company Credit Agreement and in exchange for, and in satisfaction of, payment of the outstanding balance of approximately $176.5 million thereunder, the Partnership issued 37,322,410 common units (the “Consideration Units”) representing limited partner interests in the Partnership (“Partnership Common Units”) to CEIX.

The material terms of the Affiliated Company Credit Agreement were previously disclosed in the Current Reports on Form 8-K filed by the Partnership with the Securities and Exchange Commission (“SEC”) on December 4, 2017 and April 3, 2019 and, to the extent applicable, the disclosure relating to the Affiliated Company Credit Agreement under Item 1.01 of each such Current Report on Form 8-K is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 22, 2020, the Partnership, the General Partner, CEIX, Holdings, and Transformer Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub would merge with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of CEIX (the “Merger”).

On December 30, 2020, the parties to the Merger Agreement completed the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) each outstanding Partnership Common Unit other than Partnership Common Units owned by CEIX and its subsidiaries (each, a “Public Common Unit”) converted into the right to receive, subject to adjustment as described in the Merger Agreement, 0.73 shares of common stock, par value $0.01 per share, of CEIX (the “CEIX Common Stock” and the shares of CEIX Common Stock issued in the Merger, the “Merger Consideration”) and (ii) each of the outstanding phantom units and any other awards relating to a Partnership Common Unit issued under the Partnership Long-Term Incentive Plans (as defined in the Merger Agreement), whether vested or not vested, became fully vested and automatically converted into the right to receive, with respect to each Partnership Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the Incentive Distribution Rights, which were automatically canceled immediately prior to the Effective Time for no consideration in accordance with the Third A&R Partnership Agreement, the limited partner interests in the Partnership owned by

CEIX and its subsidiaries immediately prior to the Effective Time remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in the Partnership converted into a non-economic general partner interest in the surviving entity, and the General Partner continued as the sole general partner of the surviving entity.

Pursuant to the Merger Agreement, Merger Sub issued approximately 7.9 million shares of CEIX Common Stock to the holders of Partnership Common Units as Merger Consideration as described above.

The Merger Agreement is filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on October 23, 2020, which agreement is incorporated herein by reference. The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Partnership, CEIX or their respective subsidiaries and affiliates.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

To the extent applicable, the information included under Item 2.01 above is incorporated into this Item 3.01 by reference.

In connection with the consummation of the Merger, the New York Stock Exchange (the “NYSE”) was notified that each outstanding Public Common Unit issued and outstanding immediately prior to the Effective Time was converted, pursuant to the Merger, into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. The Partnership requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Partnership Common Units from the NYSE and to deregister the Partnership Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Partnership Common Units were suspended from trading on the NYSE prior to the opening of trading on December 30, 2020.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.02 is incorporated into this Item 3.02 by reference.

The issuance of the Consideration Units is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof. CEIX (i) is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act and (ii) acquired the Consideration Units for investment purposes and not with a view to resell or distribute them. The Partnership did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance of the Consideration Units.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, as of the Effective Time, Michael L. Greenwood, Dan D. Sandman and Jeffrey L. Wallace stepped down from their respective roles as members of the Board of Directors of the General Partner (the “GP Board”). The decision of each of Messrs. Greenwood, Sandman and Wallace to step down as a member of the GP Board was not the result of any disagreement with the General Partner or the Partnership on any matter relating to the operations, policies or practices of the General Partner or the Partnership and was solely as a result of the Merger.

In addition, as of the Effective Time, the number of members of the GP Board was decreased from seven to four.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously announced, the completion of the Merger was subject to, among other things, approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the affirmative consent of the holders of a majority of the outstanding Partnership Common Units (the “Consent Solicitation”).

In connection with the execution of the Merger Agreement, the Partnership and CEIX entered into a Support Agreement, dated as of October 22, 2020 (the “Support Agreement”), pursuant to which CEIX agreed to deliver a written consent (the “Written Consent”), covering all of the Partnership Common Units beneficially owned by it (the “Covered Units”), approving the Merger, adoption of the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement.

The GP Board set November 27, 2020 as the record date (the “Record Date”) for determining the Partnership limited partners entitled to execute and deliver written consents approving the Merger Agreement and the transactions contemplated thereby, including the Merger. On November 30, 2020, CEIX, which as of the Record Date held 16,811,818 Partnership Common Units, representing approximately 60.7% of the outstanding Partnership Common Units, delivered the Written Consent in accordance with the terms of the Support Agreement. The delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, without the receipt of written consent from any other holder of Partnership Common Units.

The deadline for the consent solicitation expired at 11:59 p.m. (Eastern Time), on December 29, 2020. A summary of the results of the Consent Solicitation is set forth below.

Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Consents For	Consents Against	Abstentions
23,063,876	127,655	10,502

The foregoing description of the Support Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which is filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on October 23, 2020 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Partnership and CEIX issued a joint press release on December 30, 2020 announcing, among other things, the results of the Consent Solicitation and the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of the Exhibit
2.1*	Agreement and Plan of Merger, dated as of October 22, 2020, by and among CONSOL Energy Inc., Transformer LP Holdings Inc., Transformer Merger Sub LLC, CONSOL Coal Resources GP LLC and CONSOL Coal Resources LP (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed on October 23, 2020, File No. 37456).
3.1	Fourth Amended and Restated Agreement of Limited Partnership of CONSOL Coal Resources LP, dated as of December 30, 2020.
10.1	Support Agreement, dated as of October 22, 2020, by and between CONSOL Coal Resources LP and CONSOL Energy Inc. (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on October 23, 2020, File No. 37456).
99.1	Press Release dated December 30, 2020.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSOL COAL RESOURCES LP
By:    CONSOL COAL RESOURCES GP LLC, its general partner
By:	/s/ Miteshkumar B. Thakkar
Name:	Miteshkumar B. Thakkar
Title:	Chief Financial Officer

Dated: December 30, 2020

EX-3.1

Exhibit 3.1

FOURTH AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF CONSOL COAL RESOURCES LP

This Fourth Amended and Restated Agreement of Limited Partnership of CONSOL Coal Resources LP (the “Partnership”) is entered into as of December 30, 2020 (the “Effective Date”), by and between CONSOL Coal Resources GP LLC, a Delaware limited liability company (in its capacity as general partner of the Partnership, the “General Partner”), CONSOL Energy Inc., a Delaware corporation (“CEIX”), and Transformer LP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of CEIX (“Holdings” and, together with CEIX, each in its capacity as a limited partner of the Partnership, the “Limited Partners” and, together with the General Partner, the “Partners”).

WHEREAS, that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of November 28, 2017 (the “Current Agreement”), was adopted to, among other things, (i) reflect the change of the Partnership’s name from CNX Coal Resources LP to CONSOL Coal Resources LP and (ii) eliminate certain provisions relating to the Partnership’s previously issued and outstanding convertible preferred units representing limited partner interests, which were cancelled following their conversion into common units representing limited partner interests in the Partnership (“Common Units”);

WHEREAS, on October 22, 2020, the Partnership entered into that certain Agreement and Plan of Merger, dated as of October 22, 2020 (the “Merger Agreement”), with CEIX, Holdings, Transformer Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), and the General Partner, pursuant to which, on December 30, 2020, Merger Sub merged with and into the Partnership, with the Partnership surviving as an indirect, wholly owned subsidiary of CEIX (the “Merger”);

WHEREAS, as a result of the Merger and in accordance with the terms of the Merger Agreement, the Common Units ceased to be traded on the New York Stock Exchange;

WHEREAS, pursuant to Section 13.3 of the Current Agreement, the Current Agreement may be amended by the approval of the holders of at least 90% of the Outstanding Units (as defined in the Current Agreement);

WHEREAS, following the closing of the Merger, CEIX and Holdings own 100% of the Outstanding Units; and

WHEREAS, the General Partner, CEIX and Holdings desire to amend and restate the Current Agreement in its entirety, as of the date set forth above, in order to set forth their respective rights and obligations with respect to the Partnership in accordance with the terms and subject to the conditions set forth in this Agreement and the Delaware Revised Uniform Limited Partnership Act (the “Act”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

ARTICLE I

FORMATION OF THE PARTNERSHIP

Section 1.1.    Formation of the Partnership. The Partnership has been formed as a limited partnership pursuant to and in accordance with the Act and the rights and liabilities of the Partners shall be as provided in the Act except as herein otherwise expressly provided.

Section 1.2.    Partnership Name and Principal Office. The name of the Partnership shall be “CONSOL Coal Resources LP” or such other name or names as the General Partner may from time to time designate. The principal business office of the Partnership shall be 1000 CONSOL Energy Drive, Suite 100, Canonsburg, PA 15317-6506, and/or at such other place or places as may be designated from time to time by the General Partner. The General Partner will promptly notify the Limited Partners of any change to the name or principal business office of the Partnership.

Section 1.3.    Office of and Agent for Service of Process. The registered office of the Partnership in Delaware shall be maintained at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, New Castle County, Delaware 19801. The Partnership’s agent for service of process on the Partnership at that address shall be The Corporation Trust Company. The General Partner may change, at any time and from time to time, the location of such registered office and/or such registered agent.

Section 1.4.    Term of the Partnership. The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Act and shall continue until the Partnership is terminated in accordance with the Act following a dissolution event described in Section 8.1 of this Agreement.

Section 1.5.    Purpose of the Partnership. The purpose of the Partnership is to engage in any and all lawful business activities in which limited partnerships formed in the State of Delaware under the Act may participate and to do all things that are related or incidental to the foregoing or necessary, advisable, appropriate or expedient to accomplish the foregoing.

Section 1.6.    The Partners. The Partnership consists of the General Partner and the Limited Partners. As of the Effective Date, the Limited Partners shall have the Percentage Interest as set forth opposite each such Limited Partner’s name on Exhibit A hereto.

ARTICLE II

DEFINITIONS

Section 2.1.    Defined Terms. Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms:

“Act” shall have the meaning assigned thereto in the recitals of this Agreement.

“Affiliate” has the meaning set forth in Rule 405 promulgated under the U.S. Securities Act of 1933, as amended.

“Agreement” shall mean this Agreement of Limited Partnership, dated as of the date hereof, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“CEIX” shall have the meaning assigned thereto in the preamble to this Agreement.

“Certificate of Limited Partnership” shall mean the Certificate of Limited Partnership establishing the Partnership as a limited partnership in the State of Delaware.

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“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time; any reference to any section of the Code shall include any corresponding provision of succeeding law.

“Common Units” shall have the meaning assigned thereto in the recitals of this Agreement.

“Current Agreement” shall have the meaning assigned thereto in the recitals of this Agreement.

“Effective Date” shall have the meaning assigned thereto in the preamble to this Agreement.

“General Partner” shall have the meaning assigned thereto in the preamble to this Agreement.

“Holdings” shall have the meaning assigned thereto in the preamble to this Agreement.

“Limited Partners” shall have the meaning assigned thereto in the preamble to this Agreement.

“Merger” shall have the meaning assigned thereto in the recitals of this Agreement.

“Merger Agreement” shall have the meaning assigned thereto in the recitals of this Agreement.

“Merger Sub” shall have the meaning assigned thereto in the recitals of this Agreement.

“Partners” shall have the meaning assigned thereto in the preamble to this Agreement.

“Partnership” shall have the meaning assigned thereto in the preamble to this Agreement.

“Percentage Interest” shall mean, with respect to each Partner, the percentage set forth on Exhibit A hereto.

“Treasury Regulations” shall mean the U.S. federal income tax regulations promulgated by the U.S. Department of the Treasury under the Code, as such regulations may be amended from time to time, or any corresponding provision of any succeeding regulations.

ARTICLE III

CAPITALIZATION; CAPITAL CONTRIBUTIONS OF THE PARTNERS

Section 3.1.    Capitalization. Effective as of the Effective Date, the Limited Partners shall have the number of Common Units set forth opposite each such Limited Partner’s name on Exhibit A hereto. As of the Effective Date, the only Common Units issued and outstanding are those set forth on Exhibit A, and there are no options, rights, warrants or appreciation rights, or any other type of equity security of the Partnership outstanding.

Section 3.2.    Capital Contributions. As consideration for the issuance of the Common Units described in Section 3.1, each Limited Partner (or a predecessor in interest) has made a capital contribution to the Partnership.

Section 3.3.    Issuances of Additional Partnership Securities. The Partnership may, without the approval of any Limited Partners, issue additional securities for any Partnership purpose at any time and from time to time to persons for such consideration and on such terms and conditions as the General Partner shall determine in its sole discretion.

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ARTICLE IV

DISTRIBUTIONS

Section 4.1.    Distributions. Distributions shall be made by the Partnership to the Partners in accordance with the Percentage Interests of the Partners as set forth on Exhibit A hereto.

ARTICLE V

ACCOUNTING AND TAX MATTERS

Section 5.1.    Books of Account. At all times during the continuance of the Partnership, the Partnership shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with generally accepted accounting principles wherein shall be entered particulars of all monies, goods or effects belonging to or owing to or by the Partnership, or paid, received, sold or purchased in the course of the Partnership’s business, and all of such other transactions, matters and things relating to the business of the Partnership as are usually entered in books of account kept by persons engaged in a business of a like kind and character. In addition, the Partnership shall keep all records as required to be kept pursuant to the Act. The books and records of account shall be kept at the principal office of the Partnership, and the Limited Partners shall at all reasonable times have access to such books and records and the right to inspect the same.

Section 5.2.    Fiscal Year. The fiscal year of the Partnership shall end on the last day of December of each year, unless a different fiscal year shall be required by the Code.

Section 5.3.    Tax Elections and Returns. Except as otherwise provided in this Agreement, all elections required or permitted to be made by the Partnership under any applicable tax law shall be made by the General Partner in its sole discretion.

Section 5.4.    Partnership Representative. The General Partner is hereby authorized to take any actions required for the General Partner to be designated (or to cause any Affiliate to be designated) as the “partnership representative” under Section 6223 of the Code and the Partnership will appoint such “designated individual” under Treasury Regulations Section 301.6223-1 as determined by the General Partner (and, in each case, any similar function under state or local law), and the “partnership representative” and the “designated individual” are each authorized to take any and all actions that the “partnership representative” and the “designated individual” are authorized to take under the Code and Treasury Regulations (and any similar function under state, local or non-U.S. law).

Section 5.5    Allocations. For U.S. federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in proportion to their Percentage Interests, except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the Treasury Regulations issued pursuant thereto; provided that, in any case where there is a difference between the fair market value of an asset and such asset’s adjusted tax basis at the time of such asset’s contribution, all items of tax depreciation, cost recovery, amortization, and gain or loss with respect to such asset shall be allocated among the Partners to take into account the disparities between the fair market value and the adjusted tax basis with respect to such asset in accordance with the provisions of Sections 704(b) and 704(c) of the Code.

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Section 5.6    Capital Accounts. The Partnership shall maintain a capital account for each of the Limited Partners in accordance with Section 704 of the Code, as well as the Treasury Regulations promulgated thereunder, as determined by the General Partner as consistent therewith.

ARTICLE VI

CONDUCT OF OPERATIONS

Section 6.1.    Management by the General Partner. The General Partner shall have full and exclusive management and control of the business of the Partnership. The General Partner may employ, at the expense of the Partnership, any agent or third party in connection with the performance of its duties hereunder; provided, however, that nothing contained in this Section 6.1 shall be construed to relieve the General Partner of its responsibilities under this Agreement or the duties and limitations set forth in this Article VI.

Section 6.2.    General Partner Authority. The General Partner is authorized on behalf of the Partnership to incur credit obligations to third parties or affiliates in connection with borrowings necessary to make investments or cover operating costs of the Partnership, to incur obligations to make deferred capital contributions or deferred installment payments in connection with investments and to pledge Partnership property, to make and dispose of investments, obtain letters of credit or otherwise provide security for the Partnership’s obligations relating to any such borrowings or deferred or installment payments. All checks, drafts or other similar instruments written on behalf of the Partnership must be signed by an authorized officer or agent of the General Partner. All investments shall be made exclusively in the name or for the account of the Partnership. Notwithstanding any provision in this Agreement to the contrary, the General Partner is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner.

Section 6.3.    Warranted Reliance by the General Partner on Others. In exercising its authority and performing its duties under this Agreement, the General Partner shall be entitled to rely in good faith on information, opinions, reports, or statements of the following persons or groups unless it has actual knowledge concerning the matter in question that would cause such reliance to be unwarranted:

(a)    any employee, agent or subordinate of the Partnership whom the General Partner reasonably believes to be reliable and competent in the matters presented; and

(b)    any attorney, public accountant, or other person as to matters which the General Partner reasonably believes to be within such person’s professional competence or expertise.

Section 6.4.    Liability. To the fullest extent permitted under applicable law, none of the General Partner, any officer of the General Partner, or their respective Affiliates, members, partners, directors, officers, employees, representatives, managers, consultants and agents will be liable to the Partnership for any action taken, or omitted to be taken, as the General Partner or officer of the General Partner with respect to the Partnership; provided, that, such person (i) acted in good faith, (ii) acted in a manner reasonably believed to be in the best interests of the Partnership, (iii) was neither grossly negligent nor engaged in willful malfeasance, (iv) did not willfully breach this Agreement in any material respect and (v) with respect to any criminal action, such person had reasonable cause at the time of such action to believe that such person’s conduct was not unlawful.

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Section 6.5.    Indemnity. The Partnership will indemnify the General Partner and each officer of the General Partner and their respective Affiliates, members, partners, directors, officers, employees, representatives, managers, consultants and agents from and against any losses, liabilities, damages or expenses (including amounts paid for attorneys’ fees, judgments and settlements in connection with any threatened, pending or completed action, suit or proceeding) to which any of such persons may become subject in connection with such person’s activities on behalf of the Partnership to the fullest extent permitted by law.

ARTICLE VII

LIMITED LIABILITY OF THE LIMITED PARTNERS

Section 7.1.    Limited Liability. Neither of the Limited Partners shall be personally liable for any of the debts, liabilities, contracts or other obligations of the Partnership in excess of such Limited Partner’s capital contribution, if applicable, and such Limited Partner’s share of any assets and undistributed profits of the Partnership and as required by the Act. The Partnership shall indemnify each of the Limited Partners for all of the debts, liabilities, contracts or other obligations of the Partnership beyond the amount contributed or contracted to be contributed by each of the Limited Partners to the capital of the Partnership (including any amounts required to be contributed pursuant to the Act).

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

Section 8.1.    Dissolution. The Partnership shall be dissolved upon the occurrence of any of the following events:

(a)    the unanimous approval of the Partners; or

(b)    the written consent of the General Partner; or

(c)    the happening of any event that causes the Partnership to dissolve under the Act, unless the Partnership is continued without dissolution in accordance with the Act.

Section 8.2.    Winding Up and Liquidation of the Partnership. Upon the dissolution of the Partnership, the General Partner shall proceed to wind up the Partnership business. The General Partner shall sell the Partnership assets. Upon payment of the Partnership’s other debts and liabilities and the creation of such reserves as the General Partner deems appropriate (including, without limitation, in respect of any indemnification obligations), the remaining assets of the Partnership shall be distributed to the Partners in accordance with Section 4.1.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1.    Notices. Any notices or communications hereunder shall be in writing, and may be either delivered personally (which shall include deliveries by courier), by electronic mail or facsimile transmission or mailed, postage prepaid, by certified or registered mail, return receipt requested, directed to the parties at their respective principal business office addresses. Any party hereto may designate a different address to which notices and demands shall thereafter be directed by written notice given in the same manner and directed to the Partnership at its office hereinabove set forth.

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Section 9.2.    Effectiveness; Amendments. This Agreement may be amended by the General Partner from time to time as it determines to be appropriate, in its sole discretion.

Section 9.3.    Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement.

Section 9.4.    Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

Section 9.5.    Applicable Law. Notwithstanding the place where this Agreement may be executed by any party, all the terms and provisions of this Agreement and the validity hereof shall be interpreted under the laws of the State of Delaware.

Section 9.6.    Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if the Partners had signed the same document. All counterparts shall be construed together and shall constitute one instrument.

Section 9.7.    Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of each of the Limited Partners, its successors and assigns, upon the execution of this Agreement by the Partners of the Partnership.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

GENERAL PARTNER:
CONSOL COAL RESOURCES GP LLC
By:	/s/ Miteshkumar B. Thakkar
Name:	Miteshkumar B. Thakkar
Title:	Chief Financial Officer
LIMITED PARTNERS:
CONSOL ENERGY INC.
By:	/s/ Miteshkumar B. Thakkar
Name:	Miteshkumar B. Thakkar
Title:	Chief Financial Officer
TRANSFORMER LP HOLDINGS INC.
By:	/s/ Miteshkumar B. Thakkar
Name:	Miteshkumar B. Thakkar
Title:	Chief Financial Officer

[Signature Page to Fourth Amended and Restated

Limited Partnership Agreement of CONSOL Coal Resources LP]

EXHIBIT A

Percentage Interest

Limited Partner	Common Units		Percentage Interest
CONSOL Energy Inc.		54,134,228		83.27	%
Transformer LP Holdings Inc.		10,878,433		16.73	%
TOTAL		65,012,661		100.00	%

EX-99.1

Exhibit 99.1

CONSOL Energy Inc. and CONSOL Coal Resources LP

Announce Stockholder and Limited Partner Approval and Completion of Merger

CANONSBURG, PA (December 30, 2020) – CONSOL Energy Inc. (NYSE: CEIX) (“CEIX”) and CONSOL Coal Resources LP (NYSE: CCR) (“CCR”) announced that, at a special meeting held on December 29, 2020, the shareholders of CEIX approved the issuance of shares of CEIX’s common stock (the “CEIX Stock Issuance”) in connection with the previously announced merger of a wholly owned subsidiary of CEIX with and into CCR (the “Merger”) pursuant to which CCR would survive as an indirect, wholly owned subsidiary of CEIX. More than 99% of the total votes cast in person or by proxy at CEIX’s special meeting were voted in favor of approving the CEIX stock issuance.

In addition, CCR’s limited partners approved the Merger and the adoption of the merger agreement relating to the Merger. The holders of more than 83% of CCR’s outstanding limited partner interests approved the Merger and the adoption of the merger agreement related thereto via written consent.

Following the approval of the CEIX Stock Issuance by the CEIX stockholders and the approval of the Merger and the adoption of the merger agreement related thereto by the CCR limited partners, CEIX completed the acquisition of all of the outstanding common units of CCR (“CCR Common Units”) that it did not already own. As a result of the transaction, CCR Common Units have been suspended from trading on the New York Stock Exchange.

“The completion of this merger allows the equity holders of both companies to benefit from a simplified corporate structure, improved consolidated credit metrics, elimination of dual public company costs and improved financial flexibility” said Jimmy Brock, President and CEO of CONSOL Energy Inc.

About CONSOL Energy Inc.

CONSOL Energy Inc. (NYSE: CEIX) is a Canonsburg, Pennsylvania-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. Its flagship operation is the Pennsylvania Mining Complex, which has the capacity to produce approximately 28.5 million tons of coal per year and is comprised of three large-scale underground mines: Bailey, Enlow Fork, and Harvey. CEIX also owns and operates the CONSOL Marine Terminal, which is located in the port of Baltimore and has a throughput capacity of approximately 15 million tons per year. In addition to the ~669 million reserve tons associated

with the Pennsylvania Mining Complex and the ~21 million reserve tons associated with the Itmann project, CEIX also controls approximately 1.5 billion tons of greenfield thermal and metallurgical coal reserves located in the major coal-producing basins of the eastern United States. Additional information regarding CEIX may be found at www.consolenergy.com

About CONSOL Coal Resources LP

CONSOL Coal Resources LP (NYSE: CCR) is a master limited partnership formed in 2015 to manage and further develop all of CEIX’s active coal operations in Pennsylvania. Its assets include a 25% undivided interest in, and operational control over, the Pennsylvania Mining Complex, which consists of three underground mines—Bailey, Enlow Fork and Harvey—and related infrastructure. For its ownership interest, CCR has an effective annual production capacity of 7.1 million tons of high-Btu North Appalachian thermal coal. More information is available on CCR’s website www.ccrlp.com.

Cautionary Statements

All statements in this press release (and oral statements made regarding the subjects of this communication), including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements relying on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of CEIX and CCR, which could cause actual results to differ materially from such statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include, but are not limited to, statements regarding the expected benefits of the transaction to CEIX and CCR and their stockholders and unitholders, respectively; the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. While CEIX and CCR believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their businesses. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the transaction; the possible diversion of management time on transaction-related issues; local, regional and national economic conditions and the impact they may have on CEIX, CCR and their customers; the impact of outbreaks of communicable diseases such as the novel highly transmissible and pathogenic coronavirus (COVID-19) on business activity, CEIX’s and CCR’s operations and national and global economic conditions, generally; conditions in the coal industry, including a sustained decrease in the level of supply or demand for coal or a sustained decrease in the price of coal; the financial condition of CEIX’s or CCR’s

customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the transaction; changes in safety, health, environmental and other regulations; the results of any reviews, investigations or other proceedings by government authorities; and the performance of CEIX and CCR.

The forward-looking statements in this press release speak only as of the date of this report; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the risks and uncertainties set forth in the “Risk Factors” section of CEIX’s and CCR’s respective Annual Reports on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q for the three months ended March 31, 2020, June 30, 2020 and September 30, 2020, respectively, each filed with the Securities and Exchange Commission, and any subsequent reports filed with the Securities and Exchange Commission.

No Offer or Solicitation

This release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts:

Investor:	Nathan Tucker at (724) 416-8336
Media:	Zach Smith at (724) 416-8291

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Document and Entity Information	Dec. 29, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001637558
Document Type	8-K
Document Period End Date	Dec. 29, 2020
Entity Registrant Name	CONSOL Coal Resources LP
Entity Incorporation State Country Code	DE
Entity File Number	001-37456
Entity Tax Identification Number	47-3445032
Entity Address, Address Line One	1000 CONSOL Energy Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	(724)
Local Phone Number	416-8300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Units representing limited partner interests
Trading Symbol	CCR
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	true