Core Natural Resources, Inc. · NYSE:CNR
Core Natural Resources — CONSOL Energy — Merger or Acquisition (August 2024)
19 slides from Core Natural Resources's merger presentation, Aug 21, 2024
Slide 1: Merger of Equals to Create Core Natural Resources
Exhibit 99.2 + Merger of Equals to Create Core Natural Resources – A Premier North American Natural Resource Company Focused on Global Markets August 21, 2024
Slide 2: Cautionary Statement Regarding Forward-Looking Information
Cautionary Statement Regarding Forward-Looking Information This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expect
Slide 3: Additional Information
Additional Information Additional Information about the Transaction and Where to Find It In connection with the proposed transaction, CONSOL intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Arch and CONSOL and that will also constitute a
Slide 4: Today's Speakers
Today’s Speakers CONSOL ARCH JAMES A. BROCK MITESH B. THAKKAR PAUL A. LANG DECK S. SLONE CHAIRMAN AND CEO PRESIDENT AND CFO CEO SVP, STRATEGY 4
Slide 5: Core Natural Resources – A Premier North American Natural Resource Company
Core Natural Resources – A Premier North American Natural Resource Company Focused on Global Markets 1st ~90% ~12mm ~25 Mtpa Quartile met coal producer of pro forma seaborne export Tons of annual met coal capacity of export coal capacity via ownership on U.S. cost curve volume from world-class for s
Slide 6: Delivering Significant Value Creation for All Stockholders
Delivering Significant Value Creation for All Stockholders COMPELLING COMBINED OPERATIONAL AND …TO SUPPORT ANTICIPATED ROBUST 6 7 FINANCIAL PROFILE… CAPITAL RETURNS pro forma 2023 financial profile A combined ~$1.8bn of capital returns in the last two years ~$5.7bn ~1.5bn 1 PRO FORMA Revenue Total t
Slide 7: Transaction Summary
Transaction Summary • All-stock merger of equals • Each share of Arch common stock to be exchanged for 1.326 shares of CONSOL common stock STRUCTURE • Expected to be tax-free to stockholders of both CONSOL and Arch 1 2 • Implies total market capitalization of ~$5.2bn and a total enterprise value of
Slide 8: Compelling Strategic Rationale
Compelling Strategic Rationale Joins best-in-sector operating platforms anchored by world-class, high-quality, low-cost, long-lived longwall 1 coal-mining assets Creates broad, diverse portfolio of coal qualities and blends capable of serving multiple growth markets and geographies 2 Expands North A
Slide 9: Best-in-Sector Operating Platform Anchored by World-Class Longwall Mines
1 Best-in-Sector Operating Platform Anchored by World-Class Longwall Mines Core Natural Resources will operate a diverse portfolio of mines with expanded access to growing global export markets via a highly developed logistics network Vancouver PRO FORMA KEY STATISTICS 11 mines anchored by 8 longwal
Slide 10: An Industry Leader
1 An Industry Leader SIGNIFICANTLY ENHANCED MARKET CAPITALIZATION¹ (AS OF 08/19/2024) (market capitalization, $ in bn) ~$5.2 $4.2 $3.1 $3.1 $3.1 $3.0 $2.9 $2.4 $2.0 $1.5 Core Natural Resources 2 …AND SECTOR-LEADING ADJUSTED EBITDA (2023 adjusted EBITDA , $ in bn) $2.7 ~$1.8 $1.4 $1.0 $1.0 $0.9 $0.7
Slide 11: Broad, Diverse Set of Coal Qualities Serving Multiple Growth Markets
2 Broad, Diverse Set of Coal Qualities Serving Multiple Growth Markets and Geographies CORE NATURAL RESOURCES WILL BE …WHICH SERVE MULTIPLE GROWTH MARKETS AND GEOGRAPHIES WITH UNDERPINNED BY TWO HIGH-QUALITY COMPELLING SECULAR FUNDAMENTALS COAL PORTFOLIOS… Scarcity Essential >4bn 60% >80% BROAD-BASE
Slide 12: ~25 Mtpa of Export Coal Capacity Across Two East Coast Terminals
3 ~25 Mtpa of Export Coal Capacity Across Two East Coast Terminals… The Pennsylvania Mining Complex ( PAMC ) Mine Significant blending CONSOL Marine Terminal (“CMT”) opportunities for export markets Pennsylvania Dominion Terminal Associates (“DTA”) provided by owned interest in East Coast terminal c
Slide 13: Facilitating Increased Access and Penetration Into Global Markets
3 …Facilitating Increased Access and Penetration Into Global Markets STRONG CUSTOMER PRO FORMA 2023 SEABORNE MET AND INDUSTRIAL SHIPMENTS BY REGION RELATIONSHIPS 70%+ of pro forma 2023 met coal and high-rank thermal output exported into: ~23mm 300mm Mtpa seaborne met marketplace total tons exported
Slide 14: Growing Industrial and Contracted Customer Base
4 Growing Industrial and Contracted Customer Base with Strong Upside in Compelling Global Met Coal Market COMBINED COMPANY WILL BE A LEADER IN MET AND THERMAL COALS 1,2 3 ESTIMATED U.S. MET COAL OUTPUT BY U.S. PRODUCER ESTIMATED U.S. THERMAL COAL EXPORTS BY PRODUCER (in mm of tons, based on 2023 vol
Slide 15: Robust Pro Forma Adjusted EBITDA and Free Cash Flow
5 Robust Pro Forma Adjusted EBITDA and Free Cash Flow Combination is expected to be accretive to FCF for both Arch and CONSOL in the first full year post-closing PRO FORMA ADJUSTED EBITDA WILL BENEFIT FROM …COMPLEMENTED BY STRONG PRO FORMA 2023 FREE SIGNIFICANTLY ENHANCED SCALE AND ROBUST MARGINS… C
Slide 16: Significant Cost Savings and Operational Synergies Expected
6 Significant Cost Savings and Operational Synergies Expected $110mm – $140mm estimated cost savings and operating synergies expected to be realized within six to 18 months following the close and annually thereafter LOGISTICS COAL Product blending and related Optimization of capacity at port BLENDI
Slide 17: Strong Balance Sheet, Significant Financial Flexibility
7 Strong Balance Sheet, Significant Financial Flexibility and Improved Access to Capital LIMITED DEBT AND A NET DIVERSIFICATION OF SIGNIFICANT PRO CASH POSITION REVENUES FORMA LIQUIDITY ~$900mm ~$260mm $5.7bn 2 1 Pro forma net cash Pro forma 2023 total Pro forma liquidity , including access to… posi
Slide 18: Significant Discretionary Cash Flow Potential to Drive Capital Returns
7 Significant Discretionary Cash Flow Potential to Drive Substantial Capital Returns and Value Creating Investments CAPITAL • Discretionary cash flow expected to be returned to stockholders via buybacks and a potential modest sustaining RETURNS dividend • Core Natural Resources expected to have fina
Slide 19: A Premier North American Natural Resource Company
A Premier North American Natural Resource Company Poised for Significant, Sustainable Value Creation • Best-in-sector operating platform• Largest North American coal exporter • 11 world-class mines producing a range of met to • Industry leading cash generation and capital returns high calorific valu