On October 22, 2020, CONSOL Energy Inc., a Delaware corporation (“CEIX”), Transformer LP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of CEIX (“Holdings”), Transformer Merger Sub LLC, a Delaware limited liability company and a...Merger Agreement • November 30th, 2020
Contract Type FiledNovember 30th, 2020Pursuant to the Merger Agreement, (i) each common unit representing limited partner interests in CCR (“CCR Common Units”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than CCR Common Units held directly or indirectly by CEIX and its subsidiaries (all such CCR Common Units held by persons other than CEIX and its subsidiaries, the “CCR Public Common Units,” and the holders of such units, the “CCR Public Unitholders”), will be converted into the right to receive 0.73 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of CEIX (“CEIX Common Stock,” and the shares of CEIX Common Stock to be issued in the Merger, the “Merger Consideration”) and (ii) each of the outstanding phantom units and any other awards relating to a CCR Common Unit issued under a Partnership Long-Term Incentive Plan (as defined in the Merger Agreement) (each, a “Partnership LTIP Award”), whether vested or not vested, will become fully vested and au