UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Credit Facility
On July 18, 2022, CONSOL Energy Inc. (the “Company”) entered into an Amendment No. 4 (the “Amendment”) to its Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions from time to time party thereto, PNC Bank, National Association (“PNC Bank”), as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders, and PNC Bank, as collateral agent for the Lenders and the other Secured Parties referred to therein (the “Original Credit Agreement” and as amended by the Amendment, the “Credit Agreement”).
The Amendment extends the maturity date of $260.0 million of revolving commitments from March 28, 2023, to July 18, 2026, provided that if any Term B Loans, Revenue Bonds or Second Lien Notes (each as defined in the Credit Agreement) is outstanding on the date that is 91 days prior to the maturity date applicable to the Term B Loans, Revenue Bonds or Second Lien Notes (the “Springing Maturity Test Date”) and Specified Liquidity (as defined in the Credit Agreement) as of such Springing Maturity Test Date is less than $275.0 million, then the maturity date for such extended revolving commitments shall be such Springing Maturity Test Date. The maturity date for the other $140.0 million of revolving commitments remains March 28, 2023.
The Amendment also replaces LIBOR as a reference rate with SOFR for all loans under the Credit Agreement. Under the Credit Agreement, the loans will bear interest at a floating rate that is, at the Company’s option, either (i) SOFR plus the applicable SOFR Adjustment (as defined therein) depending on the applicable interest period plus an applicable margin or (ii) an alternate base rate plus an applicable margin.
During the second quarter of 2022 and prior to the effectiveness of the Amendment, the Company repaid its Term Loan A Facility in full with a final payment of $35.0 million and repaid $75.0 million in principal amount under its Term Loan B Facility.
The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The response to Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 10.1 | Amendment No. 4, dated as of July 18, 2022, to Credit Agreement, dated as of November 28, 2017, among the Company, the various financial institutions party thereto, PNC Bank, N.A., as administrative agent for the Revolving Lenders and Term A Lenders, Citibank, N.A., as administrative agent for the Term B Lenders and PNC Bank, N.A., as collateral agent for the Lenders and the other Secured Parties referred to therein | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONSOL Energy Inc. | ||
| (Registrant) | ||
| By: | /s/ Martha A. Wiegand | |
| Martha A. Wiegand | ||
| General Counsel and Secretary | ||
| Dated: July 22, 2022 | ||