CONSOL Energy Files Form 10 for Coal Spin-off

PITTSBURGH, July 11, 2017 /PRNewswire/ — CONSOL Energy Inc. (NYSE: CNX) (Company) announced today the filing of a registration statement on Form 10 with the U.S. Securities and Exchange Commission (SEC), an important milestone in the Company’s previously announced plan to separate CONSOL Energy Inc. into two publicly-traded companies: a coal company and a natural gas exploration and production (E&P) company. The spin-off would provide current shareholders ownership in two leading and focused companies, each positioned to capitalize on distinct opportunities for future growth and profitability.

“Today’s filing represents a significant step towards completing the Company’s separation, with both entities being well capitalized and free cash flow generating. This strategic separation will enable both businesses to focus on their inherent strengths and unlock value for their shareholders,” commented Nicholas J. DeIuliis, the Company’s President and Chief Executive Officer.

The initial Form 10, which was filed by CONSOL Mining Corporation, a subsidiary of the Company that will hold the coal business at the time of the spin-off, includes detailed information about the coal business, including historical financial information. The coal business will be comprised of the Pennsylvania Mining Complex (consisting of the Bailey Mine, the Enlow Fork Mine and the Harvey Mine and the related coal preparation plant), the Company’s ownership interest in CNX Coal Resources LP, a publicly traded master limited partnership that owns a 25% undivided interest in the Pennsylvania Mining Complex (NYSE: CNXC), the coal export terminal at the Port of Baltimore, undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins, and certain related coal assets and liabilities. The initial Form 10 is preliminary and subject to change prior to completion of the separation.

As disclosed in the Form 10, Jimmy Brock has been appointed as Chief Executive Officer of the coal business and Katharine Fredriksen as President of the coal business. Effective August 2, 2017, David Khani will serve as Chief Financial Officer of the coal business and Don Rush, a current Vice President of the Company, will assume the role of Executive Vice President and Chief Financial Officer of the Company. After the separation, Nick DeIuliis will serve as the President and Chief Executive Officer of the E&P business and Don Rush will serve as the Executive Vice President and Chief Financial Officer of the E&P business.

About Jimmy Brock

Jimmy Brock currently serves as the Chief Executive Officer of the coal business, the Chief Operating Officer – Coal of the Company, and the Chief Executive Officer and director of the general partner of CNX Coal Resources, LP. With a career in coal spanning five decades, Mr. Brock’s vast operational and leadership experience in the industry will continue to be an invaluable asset to the employees and shareholders of the new coal business.

About Katharine Fredriksen

Katharine Fredriksen, who formerly served as the Senior Vice President for Diversified Business Units and Environmental Affairs of the Company, has assumed the role of President of the coal business. Ms. Fredriksen has been responsible for the management of the Company’s health, safety and environmental matters, including management of the Company’s environmental legacy coal liabilities. She also has had responsibility for overseeing the operation of the company’s Baltimore Marine Terminal and Central Appalachian mining operations. Previously, Ms. Fredriksen served in the George W. Bush administration as Assistant Secretary and Principal Deputy Assistant Secretary for the Office of Policy and International Affairs at the U.S.Department of Energy.

About David Khani

David Khani, Executive Vice President and Chief Financial Officer of the Company, will assume the same role with the newly formed coal entity effective August 2, 2017. Mr. Khani joined the Company in 2011 as Vice President of Finance where he played a key role in the growth of the Company’s E&P business and is deeply involved in the ultimate separation of the coal and E&P businesses. Before joining the Company, Mr. Khani served as the Director of Research at FBR Capital Markets and Co. Mr. Khani previously served as Managing Director and head of FBR’s Energy and Natural Resources Group covering the coal mining space.

About Don Rush

Don Rush, the Company’s Vice President for Energy Marketing, will assume the role of Chief Financial Officer of the Company effective August 2, 2017. Having served in numerous leadership roles during his career with the Company, Mr. Rush has effectively guided the Company through every significant transaction during its transformative journey into a pure play natural gas exploration and production company, including the sale of the company’s five West Virginia mines in 2013 and the dissolution of the Company’s Marcellus Shale joint venture with Noble Energy, Inc. He currently oversees the Company’s commercial functions, including mergers and acquisitions, gas marketing and transportation.

The Form 10 also contemplates that the coal business will operate under the name CONSOL Energy Inc. after the spin-off, and that the E&P company will operate under a new name that will be announced at a later date.

The spin-off remains subject to the satisfaction of certain conditions, including, among others, obtaining final approval from the Company’s Board of Directors and the SEC declaring the Form 10 effective. A copy of the initial Form 10 is available on the SEC website at www.sec.gov and on the Investor Relations section of the Company’s website: http://investors.consolenergy.com/.

The Company remains committed to separating its coal and gas businesses and expects to be in a position to complete the separation as early as 2017.

Second Quarter 2017 Earnings Release and Conference Call Schedule

Separately, the Company will issue its second quarter earnings release at 6:45 a.m. Eastern Time on Tuesday, August 1. This will be followed by a conference call at 10:00 a.m. Eastern Time. A live webcast will be available on the ‘Investor Relations’ page of the company’s website, www.consolenergy.com. Also, earnings call slides will be available at 6:45 a.m. Eastern Time on Tuesday, August 1, on the ‘Investor Relations’ page of the company’s website.


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