M&A - CONSOL Energy Inc.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000171036625000014

Filing Summary: Core Natural Resources, Inc., formerly known as CONSOL Energy Inc., completed its all-stock merger of equals transaction with Arch Resources, Inc. on January 14, 2025. Following the merger, which was initiated as per the Agreement and Plan of Merger dated August 20, 2024, Arch Resources became a wholly-owned subsidiary of Core Natural Resources. The merger has led to a change in the company's name and trading symbol, now operating under 'CNR' on the New York Stock Exchange. For Q1 2025, the company reported revenues of $1,017,406, a significant increase from $546,689 in Q1 2024. The firm incurred a net loss of $69,277 for the current quarter, contrasting sharply to the net income of $101,891 reported in the same period last year. Total assets increased to $6,251,946, while total liabilities rose to $2,356,172, reflecting the financial impacts of the merger. The company's stockholders approved the merger, and adjustments in stockholders' equity due to the merger included the issuance of new shares. The report also included in-depth financial statements and management's analysis, confirming a strong operational integration post-merger.

Form Type: DEF 14A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525055703

Filing Summary: Core Natural Resources, Inc. filed a Definitive Proxy Statement to solicit votes for its Annual Meeting of Stockholders scheduled on April 29, 2025. This proxy statement outlines key proposals including the election of directors, ratification of Ernst & Young LLP as the accounting firm, and advisory approval of the executive compensation program. The document highlights the recently completed merger with Arch Resources, Inc. which was finalized on January 14, 2025, and emphasizes the transformational benefits anticipated from the merger, which has broadened the company's operational capabilities and market reach. Core intends to deliver substantial shareholder value through a robust return of capital strategy, aiming to target a 75% return of free cash flow to stockholders, alongside a recently approved $1 billion share buyback authorization. The Proxy Statement provides detailed information on director nominees, executive compensation, and corporate governance practices as indicative of the company's commitment to transparency and accountability. With a strong emphasis on sustainability and operational excellence, Core aims to position itself as a leader in the North American coal production sector, serving multiple growth markets with its range of high-quality coal products.

Form Type: 10-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000171036625000010

Filing Summary: On January 14, 2025, Core Natural Resources, Inc. completed an all-stock merger of equals with Arch Resources, Inc. This merger was conducted under the Agreement and Plan of Merger dated August 20, 2024. The merger changes the company structure and incorporates Arch Resources within Core Natural Resources, impacting operations and financial structuring. The aggregate value of common stock held by non-affiliates was approximately $2.93 billion as of June 30, 2024, using the closing price from the New York Stock Exchange. The number of shares outstanding as of January 31, 2025, was reported at 54,016,722 shares. The filing contains comprehensive details about business operations, risk factors, management analysis, and financial statements for the fiscal year ending December 31, 2024.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525030102

Filing Summary: Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.) announced the completion of its merger of equals transaction with Arch Resources, Inc. on January 14, 2025. This merger represents a significant strategic move for both companies, combining their resources and operations to enhance their competitive position in the market. The report includes the audited consolidated financial statements of Arch Resources, Inc. for the years ended December 31, 2024 and 2023, which are filed as Exhibit 99.1.

Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525007135

Filing Summary: On January 14, 2025, Core Natural Resources, Inc. completed its previously announced merger of equals transaction with Arch Resources, Inc. pursuant to an Agreement and Plan of Merger dated August 20, 2024. As a result of the merger, Merger Sub merged with and into Arch, continuing as the surviving corporation and wholly owned subsidiary of Core Natural Resources. Each share of Class A and Class B common stock of Arch was converted into the right to receive 1.326 shares of common stock in Core Natural Resources. Approximately 25 million shares of common stock were issued, representing 46% of the total post-merger outstanding shares. The company also changed its name to Core Natural Resources, Inc., updated its NYSE ticker symbol from CEIX to CNR, and began trading under the new CUSIP number. The credit facility was amended to increase revolving commitments to $600 million and to allow for general corporate financing. The Board of Directors was reconstituted to include equal representation from both companies, and various executive appointments were made, continuing roles for some previous Arch executives. Additionally, an amendment to its Certificate of Incorporation was filed to reflect the name change and increase authorized shares.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525004047

Filing Summary: On January 9, 2025, CONSOL Energy Inc. held a special meeting of stockholders to vote on matters related to the merger with Arch Resources, Inc., which is an equal merger proposal involving a wholly owned subsidiary of CONSOL. The stockholders approved the issuance of shares of CONSOL Common Stock to Arch stockholders and an amendment to increase the number of authorized shares of CONSOL Common Stock. The merger is anticipated to be completed on January 14, 2025, and the combined entity will be renamed 'Core Natural Resources, Inc.', trading under the new ticker symbol 'CNR' on the New York Stock Exchange starting January 15, 2025.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001048

Filing Summary: On January 3, 2025, CONSOL Energy Inc., filed an 8-K form disclosing updates regarding its previously announced merger agreement with Arch Resources, Inc. and Mountain Range Merger Sub Inc. The merger agreement was entered on August 20, 2024, which mandates that Merger Sub will merge with Arch, resulting in Arch continuing as the surviving corporation and a wholly owned subsidiary of CONSOL. The board of directors from both companies approved the merger unanimously. A Registration Statement on Form S-4 was filed with the SEC and declared effective on November 26, 2024, leading to the mailing of definitive joint proxy statement/prospectus to stockholders of both companies. The report mentioned that three lawsuits challenging the merger have been filed, with the plaintiffs alleging misleading statements in the joint proxy statement/prospectus. CONSOL and Arch refute these allegations and have agreed to provide supplemental disclosures to mitigate litigation risks without admitting any liability. The report provides numerous amendments to disclosures in the joint proxy statement/prospectus, including governance details post-merger and transitional executive roles. Additionally, projected financial analyses were detailed, including discounted cash flow valuations and equity research price targets. The summary indicates ongoing preparations to finalize the merger and considerations regarding stockholder approvals, potential litigation risks, and operational integration challenges.