CONSOL Energy Inc

Current report

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger. These conditions may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed.

Current report

In addition, if the Merger is not completed by August 20, 2025 (which date may be extended to November 20, 2025 in certain circumstances), either the Company or Arch may choose not to proceed with the Merger by terminating the Merger Agreement, and the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval. In addition, the Company and Arch may elect to terminate the Merger Agreement in certain other circumstances as described in the Merger Agreement.

Current report

The Merger Agreement limits the Company’s ability to pursue alternatives to the Merger, may discourage other companies from trying to acquire the Company and, in specified circumstances, could require the Company to pay Arch a termination fee.

Current report

The Merger Agreement contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to the Company’s stockholders than the Merger, or may result in a potential acquirer of the Company proposing to pay a lower per share price to acquire the Company than it might otherwise have proposed to pay. These provisions include a general prohibition on the Company soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the Company’s Board of Directors, entering into discussions with any third party regarding any competing proposal. Further, even if the Company’s Board of Directors withholds, withdraws, qualifies or modifies its recommendation to stockholders with respect to the Company’s merger-related stockholder proposals, unless the Merger Agreement has been terminated in accordance with its terms, the Company will still be required to submit such proposals to a vote by the Company’s stockholders. The Merger Agreement further provides that under specified circumstances, the Company may be required to pay Arch a cash termination fee of $82 million.

Current report

Failure to complete the Merger could negatively impact the price of shares of CONSOL common stock, as well as the Company’s future businesses and financial results.

Current report

The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger. There can be no assurance that all of the conditions to the completion of the Merger will be satisfied or waived. If these conditions are not satisfied or waived, the Merger will not be completed.

Current report

If the Merger is not completed for any reason, including the failure to receive the required approvals of the Company’s stockholders or Arch’s stockholders, the Company’s businesses and financial results may be adversely affected and, without realizing any of the benefits of having completed the Merger, the Company would be subject to a number of risks, including as follows:

Current report

•the Company may experience negative reactions from the financial markets, including negative impacts on the market price of CONSOL common stock;

Current report

•the Company and its subsidiaries may experience negative reactions from their respective customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business, which in turn could affect the Company’s marketing operations or their ability to compete for new business or obtain renewals in the marketplace more broadly;

Current report

•the Company may experience negative reactions from employees;

Current report

•the Company will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisor and printing fees; and

Current report

•the Company will have expended time and resources that could otherwise have been spent on the Company’s existing businesses and the pursuit of other opportunities that could have been beneficial to the Company, and the Company’s ongoing business and financial results may be adversely affected.

Current report

Uncertainties associated with the Merger may cause a loss of management personnel and other key employees of the Company and Arch, which could adversely affect the future business and operations of the combined company following the Merger or, in the event the Merger is not completed, the Company.

Current report

Each of the Company and Arch depends on the experience and industry knowledge of its officers and other key employees to execute its business plans. The success of the combined company after the Merger will depend in part on its ability to retain key management personnel and other key employees. Current and prospective employees of the Company and Arch may experience uncertainty about their roles within the combined company following the Merger or other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of the Company and Arch to retain or attract key management and other key personnel. If the Company or Arch is unable to retain personnel, including the Company’s or Arch’s key management, who are critical to the future operations of the companies, the Company and Arch could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key Company and Arch personnel could diminish the anticipated benefits of the Merger. No assurance can be given that the combined company following the Merger will be able to retain or attract key management personnel and other key employees of the Company and Arch to the same extent that the Company and Arch have previously been able to retain or attract their own employees. These same risks apply to the ability of the Company to retain its key management personnel and other key employees, in the event the Merger is not completed.

Current report

The business relationships of the Company and Arch may be subject to disruption due to uncertainty associated with the Merger, which could have a material effect on the business, financial condition, cash flows and results of operations of the Company or the combined company following the Merger.

Current report

Parties with which the Company or Arch do business may experience uncertainty associated with the Merger, including with respect to current or future business relationships with the Company, Arch or the combined company following the Merger. The Company’s and Arch’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture participants and other third parties with whom they do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than the Company, Arch or the combined company following the Merger. These disruptions could have a material and adverse effect on the business, financial condition, cash flows and results of operations of the Company, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings and other benefits of the Merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Current report

The Merger Agreement subjects the Company to restrictions on its business activities prior to the effective time of the Merger.

Current report

The Merger Agreement restricts the Company from entering into certain corporate transactions and taking other specified actions without the consent of Arch, and generally requires the Company to continue its operations in the ordinary course through the completion of the Merger. These restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Merger.

Current report

The Company is expected to incur significant costs in connection with the Merger and integration of the two companies, which may be in excess of those anticipated by the Company.

Current report

The Company has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger and combining the operations of the two companies. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the Merger and include, among others, employee retention costs, fees paid to financial, legal and accounting advisors, severance and benefit costs, filing fees and debt restructuring costs. Many of these costs will be borne by the Company even if the Merger is not completed.

Current report

The Company will also incur transaction costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Expectations that the combined company will offset integration-related costs over time by the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could adversely affect the financial condition, cash flows and operating results of the combined company following the completion of the Merger.

Current report

Litigation relating to the Merger, if any, could result in an injunction preventing the completion of the Merger and/or substantial costs.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on the Company’s and Arch’s respective liquidity and financial condition. Lawsuits that may be brought against the Company, Arch or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Merger. One of the conditions to the closing of the Merger is that no injunction by any governmental entity having jurisdiction over the Company, Arch or Merger Sub has been entered and continues to be in effect and no law has been adopted, in either case, that prohibits the closing of the Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected timeframe or at all, which may adversely affect the Company’s and Arch’s respective business, financial condition, cash flows and results of operations. In addition, either the Company or Arch may terminate the Merger Agreement if any governmental entity having jurisdiction over the Company, Arch or Merger Sub has issued any order, decree, ruling or injunction permanently prohibiting the closing of the Merger that has become final and non-appealable or if any law has been adopted that permanently prohibits the closing of the Merger, so long as the Company’s or Merger Sub’s (in the case of a termination by the Company) or Arch’s (in the case of a termination by Arch) failure to fulfill any material covenant or agreement under the Merger Agreement has not been the cause of, materially contributed to or resulted in such order, decree, ruling, injunction or other action.

Current report

There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Merger is completed may adversely affect the combined company’s business, financial condition, cash flows and results of operations.

Current report

If the Merger is completed, the failure to integrate the businesses and operations of the Company and Arch successfully in the expected time frame may adversely affect the combined company’s future results.

Current report

The Company and Arch have operated and, until the completion of the Merger, will continue to operate independently. If the Merger is completed, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key Company employees or key Arch employees; the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with and following completion of the Merger; or higher-than-expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

Current report

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may be beneficial, which may disrupt each company’s ongoing operations and the operations of the combined company.

Current report

Furthermore, if the Merger is completed, the board of directors and executive leadership of the combined company will consist of former directors from each of the Company and Arch and former executive officers from each of the Company and Arch, respectively. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

Current report

If the Merger is completed, the combined company may fail to realize all of the anticipated benefits of the Merger.

Current report

The success of the Merger, if it is completed, will depend, in part, on the Company’s ability to realize the anticipated benefits and cost savings from combining the Company’s and Arch’s businesses and operational synergies. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that the Company does not currently foresee, in which case, among other things, the Merger may not be accretive to free cash flow and may not generate significant discretionary cash flow to return to stockholders via share buybacks or other means. Some of the assumptions that the Company has made, such as the achievement of the anticipated benefits related to the geographic, commodity and asset diversification and the expected size, scale, inventory and financial strength of the combined company, may not be realized if the Merger is completed. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the combined company.