M&A - ARCH RESOURCES, INC.

Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003782

Filing Summary: On January 14, 2025, Arch Resources, Inc. completed a merger of equals with CONSOL Energy Inc., whereby CONSOL's subsidiary, Mountain Range Merger Sub Inc., merged with Arch, making Arch a wholly owned subsidiary of CONSOL. Under the terms of the merger, each share of Arch’s Class A and Class B common stock was converted into the right to receive 1.326 shares of Core Natural Resources, Inc. (CONSOL's new name). The ticker symbol for Core on the NYSE has changed from 'CEIX' to 'CNR', and the new CUSIP for Core Common Stock is 218937100. Additionally, upon merger completion, all restricted stock units of Arch were fully vested and converted to Core Common Stock. Arch’s operations will continue under the consolidated structure, and it has been announced that Arch's shares will no longer be listed on the NYSE following a withdrawal request made on January 14, 2025. Arch is also seeking to suspend its reporting obligations under the Securities Exchange Act. Several board and executive appointments have taken place as part of the merger structure, and the company's articles of incorporation and bylaws were amended in relation to the merger agreement.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003812

Filing Summary: On January 14, 2025, Arch Resources, Inc. completed a merger with CONSOL Energy Inc., in which a wholly-owned subsidiary of CONSOL merged with and into Arch, making Arch a wholly-owned subsidiary of CONSOL. This document outlines the post-effective amendments to several past Registration Statements on Form S-8 in light of this merger. As a result of the merger, Arch has terminated all offerings of securities pertaining to the Registration Statements and has deregistered all securities that remain unsold. The document confirms Arch's compliance with the Securities Act of 1933 for the filing on Form S-8 and details the endpoints of their previous registrations as a consequence of the merger.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003813

Filing Summary: On January 14, 2025, pursuant to the Agreement and Plan of Merger dated August 20, 2024, CONSOL Energy Inc. and Mountain Range Merger Sub Inc., a wholly owned subsidiary of CONSOL, completed a merger with Arch Resources, Inc. Arch continues as the surviving corporation as a wholly owned subsidiary of CONSOL. Following the completion of the merger, Arch terminated all offerings of securities registered under multiple previous S-8 registration statements. This post-effective amendment deregisters all unsold securities previously registered under these statements and reflects the termination of their effectiveness.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003814

Filing Summary: On January 14, 2025, Arch Resources, Inc. completed a merger with CONSOL Energy Inc., with Arch Resources, Inc. continuing as the surviving corporation and becoming a wholly owned subsidiary of CONSOL Energy Inc. As part of this merger, Arch Resources, Inc. terminated all offerings of securities pursuant to multiple Registration Statements on Form S-8. The document serves as a post-effective amendment to deregister any securities that were registered but unsold at the termination of such offerings, effectively terminating the effectiveness of the Registration Statements listed.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003815

Filing Summary: On January 14, 2025, Arch Resources, Inc. completed a merger with CONSOL Energy Inc., with Arch continuing as a wholly owned subsidiary of CONSOL. As per the Agreement and Plan of Merger dated August 20, 2024, the merger led to the deregistration of securities pertaining to several prior Registration Statements filed on Form S-8, with these Post-Effective Amendments serving to remove from registration all securities that remained unsold at the termination of such offerings. The Registrant certifies compliance with the requirements of filing on Form S-8 and has authorized these amendments to certify the termination of the Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003816

Filing Summary: On January 14, 2025, Arch Resources, Inc. (formerly Arch Coal, Inc.) completed a merger with CONSOL Energy Inc. pursuant to the Agreement and Plan of Merger dated August 20, 2024. In this transaction, a wholly owned subsidiary of CONSOL, Mountain Range Merger Sub Inc., merged with and into Arch, resulting in Arch continuing as the surviving corporation and operating as a wholly owned subsidiary of CONSOL. Following this merger, all offerings of securities previously registered under multiple Registration Statements on Form S-8 have been terminated. Arch has undertaken to deregister all unsold securities under these Registration Statements, effectively terminating their effectiveness. This includes several Registration Statements filed between 1997 and 2016, such as the initial filing No. 333-30565.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003817

Filing Summary: On January 14, 2025, Arch Resources, Inc. (formerly Arch Coal, Inc.) underwent a merger with CONSOL Energy Inc. and its wholly owned subsidiary, Mountain Range Merger Sub Inc., where Mountain Range merged with and into Arch Resources, Inc. Arch continues as the surviving corporation, now wholly owned by CONSOL Energy. Following this merger, Arch terminated all offerings of securities under several prior registration statements and deregistered unsold securities. The document indicates that they are complying with undertakings made to remove these securities from registration as part of the merger process.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003818

Filing Summary: On January 14, 2025, Arch Resources, Inc. (formerly Arch Coal, Inc.) completed a merger with CONSOL Energy Inc. Following the merger, Arch became a wholly owned subsidiary of CONSOL. This document serves as a post-effective amendment to several prior S-8 registration statements, whereby Arch deregisters all unsold securities due to the termination of these offerings following the merger. The post-effective amendments are meant to update the registration status and remove unsold securities from registration, thereby terminating the effectiveness of the listed registration statements.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003819

Filing Summary: On January 14, 2025, Arch Resources, Inc. completed a merger with CONSOL Energy Inc. pursuant to the Agreement and Plan of Merger dated August 20, 2024. In this transaction, Mountain Range Merger Sub Inc., a subsidiary of CONSOL, merged with Arch, with Arch continuing as a wholly owned subsidiary of CONSOL. The post-effective amendments serve to deregister all securities that were associated with several registration statements under Form S-8, which are now terminated following the merger.

Form Type: S-8 POS

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003820

Filing Summary: On January 14, 2025, Arch Resources, Inc. merged with CONSOL Energy Inc. through a wholly owned subsidiary, Mountain Range Merger Sub Inc. The merger resulted in Arch continuing as a wholly owned subsidiary of CONSOL Energy Inc. Following the completion of the merger, Arch terminated all offerings of securities associated with multiple previously filed Registration Statements on Form S-8. These statements collectively included registrations dating from July 1, 1997, to November 1, 2016. Arch issued post-effective amendments to deregister all unsold securities under these Registration Statements, thus terminating their effectiveness.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925002248

Filing Summary: Arch Resources, Inc. held a special meeting of stockholders on January 9, 2025, to vote on a merger agreement with CONSOL Energy Inc. and Mountain Range Merger Sub Inc. The merger will result in Arch Resources merging into Merger Sub, with Arch continuing as a wholly owned subsidiary of CONSOL. The merger is expected to close around January 14, 2025, and the combined entity will be renamed Core Natural Resources, Inc., trading under the ticker symbol 'CNR' on the NYSE starting January 15, 2025. Proposals included adoption of the merger agreement, approval of executive compensation related to the merger, and potential adjournments for vote solicitation, all of which were approved by stockholders. Key vote results included 14,881,212 in favor of the merger agreement and 14,418,948 for the executive compensation proposal.

Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000574

Filing Summary: On January 3, 2025, Arch Resources, Inc. disclosed details regarding its merger agreement with CONSOL Energy Inc. and Mountain Range Merger Sub Inc., under which Merger Sub will merge with Arch, with Arch as the surviving entity and wholly owned subsidiary of CONSOL. The merger agreement was approved unanimously by both companies' boards. Following the merger announcement, three lawsuits were filed, alleging false and misleading statements in the joint proxy statement/prospectus related to the merger. While Arch and CONSOL deny any wrongdoing, they will voluntarily supplement the disclosure to avoid delays. The report includes amended financial analysis methods and conclusions derived by Perella Weinberg Partners, the financial advisor for Arch, detailing enterprise values and implied equity values associated with the merger. The analysis incorporates various financial metrics, including unlevered free cash flows and terminal value calculations, and presents updated director arrangements for the combined entity while stating that any forward-looking statements are subject to risks and uncertainties influencing the transaction completion.

Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001053

Filing Summary: On January 3, 2025, CONSOL Energy Inc. reported its merger agreement with Arch Resources, Inc. and Mountain Range Merger Sub Inc. This agreement was entered into on August 20, 2024, under which Merger Sub is set to merge with Arch, with Arch becoming a wholly owned subsidiary of CONSOL. The merger was unanimously approved by both companies' boards of directors. Following the merger announcement, three lawsuits were filed challenging the merger, alleging that the joint proxy statement contained false or misleading statements. In response, CONSOL and Arch decided to supplement the joint proxy statement without admitting any wrongdoing, to mitigate potential delays or legal costs. The document also outlines the updates to the proxy statement related to the merger details, additional financial analyses performed by Perella Weinberg Partners, and discussions regarding executive roles in the combined company. Details of equity research analysts' price targets and the handling of legacy liabilities during the merger are also included. Additionally, the structures of directors for the combined company post-merger have been presented, confirming specific appointments. The report emphasizes the forward-looking nature of the merger outcomes and the associated risks involved, particularly with stockholder approvals and potential litigation.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000570

Filing Summary: On January 3, 2025, Arch Resources, Inc. reported on a merger agreement formed on August 20, 2024, with CONSOL Energy Inc. and Mountain Range Merger Sub Inc. Under this agreement, Merger Sub will merge with Arch, with Arch becoming a wholly owned subsidiary of CONSOL. Both companies’ boards approved the merger, and a Registration Statement on Form S-4 was filed with the SEC and became effective on November 26, 2024. A definitive joint proxy statement and prospectus was subsequently mailed to stockholders on that date. The filing disclosed three lawsuits challenging the merger and demand letters alleging misleading statements in the joint proxy statement. Arch and CONSOL believe these allegations are without merit. They will supplement their joint proxy statement/prospectus by providing additional disclosures without admitting any legal violations, to mitigate the risk of delays or litigation costs. Specific updates include adjustments to financial analyses and management structures following the merger completion. Affected equity valuations and projected share values as related to the merger were also discussed, highlighting the implications for both Arch’s and CONSOL’s future operations and stockholder interests.