Sec Form 13D Filing - CNX Resources Corp (CNX) filing for CONSOL Coal Resources LP (CCR) - 2017-11-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

CONSOL Coal Resources LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

20855T100

(CUSIP Number)

Donald W. Rush

Executive Vice President and

Chief Financial Officer

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(724) 485-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on October 11, 2016, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed with the SEC on October 4, 2017 (the “Statement”), relating to the common units representing limited partner interests (the “Common Units”) of CONSOL Coal Resources LP (formerly CNX Coal Resources LP), a Delaware limited partnership (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

Item 1 of the Statement is amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D relates to the Common Units of the Issuer. The Issuer’s principal executive office is at 1000 CONSOL Energy Drive, Canonsburg, Pennsylvania 15317. The Reporting Person has zero beneficial ownership of the Issuer.

Item 2 of the Statement is amended and supplemented as follows:

Item 4 of the Statement is amended and supplemented as follows:

Spin-off Transaction

As previously disclosed, on November 28, 2017, the Reporting Person completed the separation and distribution of its coal business (the “spin-off”). As part of the spin-off, the Reporting Person and certain of its subsidiaries completed an internal reorganization whereby assets of the Reporting Person relating to its coal business, including the indirect ownership of its Common Units, Subordinated Units, incentive distribution rights and general partner interest of the Issuer, were transferred to a wholly-owned subsidiary of the Reporting Person formed to hold the assets and liabilities of the Reporting Person’s coal business (“CoalCo”). CoalCo was then separated into a stand-alone publicly-traded coal company, by means of a pro rata distribution by the Reporting Person to its common stockholders of all of the then issued and outstanding shares of CoalCo. In connection with the spin-off, CoalCo made a cash payment of $425 million to the Reporting Person in partial consideration for the contribution by the Reporting Person of certain assets and liabilities, including the indirect ownership of the Common Units, to CoalCo.

In connection with the spin-off, on November 28, 2017, the Reporting Person changed its name from “CONSOL Energy Inc.” to “CNX Resources Corporation” and CoalCo changed its name from “CONSOL Mining Corporation” to “CONSOL Energy Inc.” CoalCo now owns, either directly or indirectly, 5,006,496 Common Units,

11,611,067 Subordinated Units, 100% of the incentive distribution rights and a 1.7% general partner interest (reflecting 100% of the general partner units) of the Issuer, and the Reporting Person has zero beneficial ownership of the Issuer. Further, the Reporting Person no longer owns the Issuer’s General Partner, and no longer has any authority to appoint the General Partner’s board of directors and has no authority to engage in discussions with management, the board of directors, or unitholders of the Issuer and other relevant parties, or encourage such persons to consider or explore extraordinary corporate transactions, such as a merger, sales or acquisitions of assets or businesses, changes to the capitalization or distribution policy of the Issuer, or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s board of directors.

In connection with the spin-off and the corporate name changes noted above, the Issuer filed a certificate of amendment with the Delaware Secretary of State and amended its partnership agreement to change its name from “CNX Coal Resources LP” to “CONSOL Coal Resources LP.” Further, the Issuer’s ticker symbol on the New York Stock Exchange was changed from “CNXC” to “CCR.”

General

Except for those matters set forth above in this Amendment No. 2, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.

Item 5 of the Statement is amended and restated in its entirety as follows:

(a)-(b) The Reporting Person has zero beneficial ownership of the Issuer. The Reporting Person does not share the power to vote or to direct the vote or to dispose or direct the disposition of any Common Units.

(c) Except for those matters set forth in this Amendment No. 2 and in Amendment No. 1, during the past 60 days the Reporting Person has not effected any transaction in the Common Units.

(d) None.

(e) As described above, the Reporting Person ceased being the beneficial owner of any of the Common Units as of the consummation of the spin-off transaction on November 28, 2017.

The information provided or incorporated by reference in Item 3 and Item 4 of this Amendment No. 2 is hereby incorporated by reference herein.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule I

Information regarding each managing member, director and executive officer of the Reporting Person, or each person controlling the Reporting Person, is set forth below.

Reporting Person CNX Resources Corporation