お知らせ • Jan 15
CONSOL Energy Inc. (NYSE:CEIX) completed the acquisition of Arch Resources, Inc. (NYSE:ARCH) from a group of shareholders.
CONSOL Energy Inc. (NYSE:CEIX) entered into a definitive agreement to acquire Arch Resources, Inc. (NYSE:ARCH) from a group of shareholders for $2.5 billion in a merger of equals transaction on August 20, 2024. Arch stockholders will receive a fixed exchange ratio of 1.326 shares of CONSOL common stock for each share of Arch common stock owned. The buy-side and sell-side termination fee equates to $82 million. Arch stockholders will own approximately 45% of Core Natural Resources, and CONSOL stockholders will own approximately 55% on a fully diluted basis. Mr. Brock will serve as Executive Chairman of Core Natural Resources' Board of Directors, and Mr. Lang will serve as Chief Executive Officer and as a member of the Board. In addition, Mitesh Thakkar, CONSOL's President and Chief Financial Officer, will serve as President and CFO of the combined company. George Schuller Jr., Arch's Chief Operating Officer, Bob Braithwaite, CONSOL's Senior Vice President of Marketing, and Deck Slone, Arch's Senior Vice President of Strategy, will each serve in the same capacity at Core Natural Resources. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies. The transaction is subject to approval by both companies' stockholders, regulatory approvals, listing of new shares, registration statement effectiveness, antitrust regulations and the satisfaction of other customary closing conditions. On October 14, 2024, Arch Resources announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Registration Statement was declared effective on November 26, 2024. The stockholders of Arch Resources and CONSOL Energy approved the transaction at special meeting held on January 9, 2025 and The combination is expected to be completed on January 14, 2025. The merger is expected to close by the end of the first quarter of 2025.
Perella Weinberg Partners LP acted as financial advisor to Arch Resources. Charles Ruck, Charles Carpenter, Ian Nussbaum, Thomas Verity, Hugh Murtagh, Julia Thompson, Sarah Fortt, Jonathan Drory, Robin Hulshizer, Nicole Valco, Jim Cole, Jared Grimley, Cindy Caillavet Sinclair, Andrea Keller, David Della Rocca, Krisa Benskin, James Barrett, Shira Bressler, Steven Betensky and Jessica Cohen of Latham & Watkins LLP acted as legal advisor to Arch Resources. Gibson, Dunn & Crutcher LLP acted as legal advisor to Arch Resources. Moelis & Company LLC acted as financial advisor to CONSOL. Jenna E. Levine of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to CONSOL. John B. Hoke of McGuireWoods LLP acted as legal advisor to CONSOL. Perella Weinberg Partners LP acted as fairness opinion provider to Arch Resources. Arch agreed to pay Perella Weinberg Partners $31 million for its services, $3 million of which became payable upon the rendering of its opinion. Moelis & Company LLC acted as fairness opinion provider to CONSOL Energy. CONSOL agreed to pay Moelis an opinion fee of $3.5 million upon delivery of its opinion and a transaction fee of $18 million upon consummation of the merger. MacKenzie Partners, Inc. acted as information agent to CONSOL. CONSOL will pay MacKenzie Partners a fee of approximately $20,000. Innisfree M&A Incorporated and D.F. King & Co., Inc. acted as information agent to Arch. Arch paid Innisfree a fee of $17,500. Arch has paid King a fee of $12,500. Computershare Trust Company, N.A. acted as transfer agent to CONSOL. Equiniti Trust Company acted as transfer agent to Arch.
CONSOL Energy Inc. (NYSE:CEIX) completed the acquisition of Arch Resources, Inc. (NYSE:ARCH) from a group of shareholders on January 14, 2025. The Core board of directors is comprised of eight members – four directors formerly on the CONSOL board and four directors formerly on the Arch board. Jimmy Brock – the former board chair and Chief Executive Officer of CONSOL – will serve as Executive Chair of Core's board, and Paul A. Lang – the former Chief Executive Officer and a board member of Arch – will serve as Core's Chief Executive Officer and as a member of the Core board. Core's other directors are as follows: Holly Keller Koeppel (former Arch director), Patrick A. Kriegshauser (former Arch director), Richard A. Navarre (lead independent director and former Arch board chair), Cassandra Pan (former CONSOL director), Valli Perera (former CONSOL director), Joseph P. Platt (former CONSOL director). Core will be led by a proven and highly experienced leadership team. Along with Jimmy Brock and Paul A. Lang, Core will be led by the following executives: Mitesh B. Thakkar, President and Chief Financial Officer. Robert J. Braithwaite, Jr., Senior Vice President, Marketing and Sales, Rosemary L. Klein, Senior Vice President, Chief Legal Officer, and Corporate Secretary, Kurt R. Salvatori, Senior Vice President and Chief Administrative Officer, George J. Schuller Jr., Senior Vice President and Chief Operating Officer and Deck S. Slone, Senior Vice President, Strategy and Public Policy.