CONSOL Energy Inc. Files 8-K

TL;DR

CONSOL Energy filed an 8-K on Jan 3rd, no details yet but something happened.

AI Summary

CONSOL Energy Inc. filed an 8-K on January 3, 2025, reporting an event under 'Other Events'. The filing does not contain specific details about the event itself, but it confirms the company's reporting status and basic corporate information. CONSOL Energy Inc. is incorporated in Delaware and headquartered in Canonsburg, Pennsylvania.

Why It Matters

This 8-K filing indicates a material event has occurred for CONSOL Energy Inc., requiring public disclosure. Investors should monitor future filings for details on the nature of this event.

Risk Assessment

Risk Level: low — The filing itself is routine and does not disclose any negative financial or operational information.

Key Players & Entities

• CONSOL Energy Inc. (company) — Registrant
• January 3, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Canonsburg, Pennsylvania (location) — Principal Executive Offices
• 001-38147 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value CEIX New York Stock Excha
• $557 million — which CONSOL management estimated to be $557 million on a tax-affected and net of assets bas
• $244 million — which CONSOL management estimated to be $244 million on a tax-affected and net of assets bas
• $103.00 — as of August 9, 2024, which ranged from $103.00 to $120.00 per share (which implied a r
• $120.00 — t 9, 2024, which ranged from $103.00 to $120.00 per share (which implied a range of equ
• $3,078 million — a range of equity values for CONSOL of $3,078 million to $3,586 million). Moelis compared thi
• $3,586 million — values for CONSOL of $3,078 million to $3,586 million). Moelis compared this range with the c
• $95.81 — ing price of the CONSOL common stock of $95.81 per share on August 19, 2024 (which imp
• $2,863 million — ch implied an equity value of CONSOL of $2,863 million). Moelis also reviewed publicly avail
• $155.00 — s of August 19, 2024, which ranged from $155.00 to $200.00 per share (which implied a r
• $200.00 — 19, 2024, which ranged from $155.00 to $200.00 per share (which implied a range of equ
• $2,862 million — ed a range of equity values for Arch of $2,862 million to $3,693 million). Moelis compared thi
• $3,693 million — ty values for Arch of $2,862 million to $3,693 million). Moelis compared this range with the c
• $127.00 — ading price of the Arch common stock of $127.00 per share on August 19, 2024 (which imp
• $2,345 million — hich implied an equity value of Arch of $2,345 million). The third and fourth paragraphs und

Filing Documents

• d917340d8k.htm (8-K) — 97KB
• 0001193125-25-001048.txt ( ) — 234KB
• ceix-20250103.xsd (EX-101.SCH) — 3KB
• ceix-20250103_lab.xml (EX-101.LAB) — 18KB
• ceix-20250103_pre.xml (EX-101.PRE) — 11KB
• d917340d8k_htm.xml (XML) — 4KB

From the Filing

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): January 3, 2025 CONSOL Energy Inc. (Exact name of registrant as specified in its charter) Delaware 001-38147 82-1954058 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 275 Technology Drive Suite 101 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: 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(s) Name of each exchange on which registered Common Stock, $0.01 par value CEIX 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. Item8.01 Other Events. As previously disclosed, on August 20, 2024, CONSOL Energy Inc., a Delaware corporation ("CONSOL"), entered into an Agreement and Plan of Merger (as it may be amended from time to time, the "merger agreement") with Arch Resources, Inc., a Delaware corporation ("Arch"), and Mountain Range Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of CONSOL ("Merger Sub"). The merger agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Arch (the "merger"), with Arch continuing as the surviving corporation in the merger and a wholly owned subsidiary of CONSOL. The merger agreement was unanimously approved by the board of directors of each of Arch and CONSOL. In connection with the merger, CONSOL filed a Registration Statement on Form S-4 (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "SEC") that also includes a prospectus of CONSOL and a joint proxy statement of Arch and CONSOL, as amended. The Registration Statement was declared effective on November 26, 2024, after which Arch filed a definitive joint proxy statement and CONSOL filed a final prospectus. Arch and CONSOL commenced mailing of the definitive joint proxy statement/prospectus to their respective stockholders on or about November 26, 2024. Following the announcement of the merger agreement, as of the date of this Current Report on Form 8-K, three lawsuits challenging the merger have been filed (each, a "Lawsuit" and, collectively, the "Lawsuits"). The first Lawsuit, captioned Robert Garfield v. James Brock et al. (Case No. 2024-CV-08379), was filed in the Supreme Court of Pennsylvania for Dauphin county on December 12, 2024. The second Lawsuit, captioned Nathan Turner v. Arch Resources, Inc. et al . (Case No. 659683/2024), was filed in the Supreme Court of the State of New York for the county of New York on December 16, 2024. The third Lawsuit, captioned Michael Lewis v. Arch Resources, Inc. et al . (Case No. 659716/2024), was filed in the Supreme Court of the State of New York for the county of New York on December 17, 2024. In addition, Arch and CONSOL received demand letters from counsel representing individual stockholders of Arch and CONSOL, respectively (the "Demand Letters" and, together with the Lawsuits, the "Matters"). The Matters each generally allege that the joint proxy statement/prospectus filed by Arch and CONSOL, and their respective directors and officers, in connection with the proposed merger contains false and misleading statements and/or omissions, and demand that the parties issue corrective disclosures. CONSOL and Arch believe that the allegations asserted in the Matters are without merit and additional disclosures are not required or necessary under applicable laws. However, in order to avoid the risk that the Matters delay or otherwise adversely affect the merger, and to minimize the cost, risk and uncertainty inherent in litigation, and without admitting

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