June 12, 2014
CONSOL Energy Inc. (NYSE: CNX) announced that CONSOL Energy and its Marcellus Shale joint venture partner, Noble Energy, Inc., intend to form a master limited partnership (MLP) to provide midstream gathering services for production from their jointly owned acreage in the Marcellus Shale.
In furtherance of that intention, CONSOL Energy and Noble Energy have caused a draft registration statement on Form S-1 to be confidentially submitted to the U.S. Securities and Exchange Commission (SEC) for an initial public offering of common units of the MLP. The offering is expected to be completed late in the third quarter or early in the fourth quarter of 2014.
Following the closing of the initial public offering, CONSOL Energy and Noble Energy will control the general partner of the MLP, which will own the incentive distribution rights, and will collectively own a majority of the limited partner interests of the MLP.
Whether CONSOL Energy and Noble Energy proceed with an initial public offering of an MLP is subject to a number of factors, including the approval of Noble Energy and market conditions, and there can be no assurance that there will be an initial public offering of the MLP or any other transaction.
A registration statement relating to the securities of the MLP that would be sold in the offering has not been filed with the Securities and Exchange Commission or become effective. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The offering will be made only by means of a prospectus. This announcement is being issued pursuant to, and in accordance with, Rule 135 under the Securities Act of 1933, as amended.
CONSOL Energy Inc. (NYSE: CNX) is a Pittsburgh-based producer of natural gas and coal. The company is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. CONSOL Energy deploys an organic growth strategy focused on rapidly developing its resource base of 5.7 trillion cubic feet of proved natural gas reserves, while the company's premium coal assets are sold to electricity generators and steelmakers both domestically and internationally. CONSOL Energy is a member of the Standard & Poor's 500 Equity Index and the Fortune 500.
Various statements in this release, 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) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and future production, revenues, income and capital spending. Words such as "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, may be used to identify forward-looking statements.
The forward-looking statements in this press release, if any, speak only as of the date of this press release (and there is no obligation to update forward-looking statements should circumstances or estimates or opinions change) and are not statements of historical fact. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, that the MLP is not formed and that the initial public offering is not consummated. Furthermore, the structure, nature, purpose, and proposed assets and liabilities of the MLP may change materially from those described herein. No assurance can be given as to the value of the MLP, the price at which its common units may be offered, or whether a liquid market for those common units will develop or be maintained. In addition, in evaluating strategic alternatives with respect to their jointly owned natural gas midstream assets, CONSOL Energy and Noble Energy will be subject to the risks normally attendant to businesses in the oil and natural gas industry, including, without limitation, the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other actions.
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