Murray Energy Corporation entered into an agreement to acquire Consolidation Coal Company from CONSOL Energy Inc. (NYSE:CNX) for $3.5 billion in cash on October 25, 2013. Under the terms, Murray Energy will pay $850 million in cash at the closing, future payments of $184 million resulting from the retention of a royalty on select reserves, certain water treatment payments, and tolling fees at CONSOL's Baltimore Terminal and will acquire $2.4 billion of balance sheet liabilities of CONSOL Energy. The liabilities include $2.1 billion of other postretirement benefit plans, $105 million of workers compensation, $61 million of coal workers' pneumoconiosis, $13 million of long term disability, and $149 million of environmental. Additionally, Murray Energy is acquiring CONSOL's UMWA 1974 Pension Trust Obligations. The purchase price is subject to a working capital adjustment. Deutsche Bank and Goldman Sachs & Co. are providing financing for the deal.

The transaction is subject to a number of conditions including reorganization completion, third party consent, expiration of the Hart Scott Rodino Antitrust Improvements Act waiting period and other customary conditions. The closing of the transaction is not subject to a financing condition. The parties expect to close the transaction by year-end 2013. The transaction is expected to generate $1.3 billion tax benefit to CONSOL Energy if the transaction closes by 2013. As on December 2, 2013, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, expired in connection with the transaction which is expected to close in the next few weeks.

Pat Keeley, Cole Bader,Kerry McKeon,Mid Pawlak, Wes Loyd and Ling Chang of Stifel, Nicolaus & Company, Incorporated and BofA Merrill Lynch acted as financial advisors to CONSOL Energy. Ephraim Schmeidler, Marvin Kirsner, Jillian Bunyan, Greg Cox, Avi Fox, Aileen Kim, Dewayne Nichols, Rebecca Rosenthal, Godric Shoesmith, Adam Silverman, Lewis Snyder, Paul Stephan, Nina Varughese, Nikki Wise, David Gitlin, Robert M. Goldich, Frank Adams, Robert Simon, Thomas C. West Jr., Maria DiConza, William Garner, Tysons Corner and Ian Herbert of Greenberg Traurig LLP, Nathanial Asker, David A. Katz, Joseph D. Larson, Adam J. Shapiro, Eric M. Rosof, Deborah L. Paul of Wachtell, Lipton, Rosen & Katz, Steptoe & Johnson PLLC and Lewis Davis, Brian Novosel and Hannah Frank of Buchanan Ingersoll & Rooney PC acted as legal advisors to CONSOL Energy. Deutsche Bank Securities Inc. acted as financial advisor to Murray Energy in this transaction. William Sorabella, Daniel Michaels, Ashley Gregory, Christian Nagler, Adi Herman, Mark Kovner, Bilal Sayyed, David Grenker and Dylan Hanson of Kirkland & Ellis LLP acted as legal advisor for Murray Energy. Michael McKown is Murray's general counsel.

Murray Energy Corporation completed the acquisition of Consolidation Coal Company from CONSOL Energy Inc. (NYSE:CNX) on December 5, 2013.