Puda Coal Inc announced that it has notified the NYSE Amex that it does not intend to appeal the determination from the Exchange to delist the Company common stock. The Company expects the Exchange to delist the Company common stock from the Exchange immediately. The Company also expects its common stock to commence trading on the OTC pink sheets market shortly after the delisting is complete. Trading in the Company common stock on the Exchange has been halted since April 11 2011.
The Independent Committee of the Board is continuing its discussion with representatives of Chairman of the Board, Mr Ming Zhao regarding the preliminary buy out proposal made by Mr Zhao on April 29 2011. The Company financial advisors in connection with the buying out proposal, Cowen and Company, LLC and Morgan Joseph TriArtisan LLC have begun to review documentation and financial information of the Company.
Given the complexity of the issues involved and the requirement for audited financial statements, the Independent Committee anticipates the proposed transaction, if it proceeds, will take several months to complete. Neither the Company nor the Independent Committee can provide any assurances that a definitive agreement will be executed or approved or that a transaction will be consummated or the timing of such. In addition, the Company audit committee is in the process of engaging a successor independent accounting firm.
As part of its strategy to develop its extensive position in the Marcellus and other shale plays, CNX Gas Company LLC, a CONSOL subsidiary has entered into an asset acquisition agreement with Noble Energy Inc a leading independent energy company engaged in worldwide oil and gas exploration and production. While CONSOL believes that the indentures do not prohibit it from entering into the Proposed Transaction and similar joint arrangements with respect to its oil and gas properties, CONSOL is seeking consent to clarify the indentures as described below.
The Proposed Amendment will clarify that ordinary course of business transactions include, for the avoidance of doubt, transfers to facilitate the exploration, development and production of oil and gas properties through joint operating agreements and similar arrangements which are customary in the industry. Because transactions in the "ordinary course of business are excluded from the definition of Asset Dispositions, this clarification thus makes clear that the Proposed Transaction and similar future transactions will not be subject to the provisions contained in the Limitations on Sales of Assets and Subsidiary Stock covenant in each indenture.
With respect to each series of notes, the consent of only the holders of a majority in aggregate principal amount of the notes of such series is required. CONSOL has the option, but is not required to consummate the Proposed Transaction if the Requisite Consent is not obtained for all series of notes.
Holders of the Notes are referred to CONSOL Consent Solicitation Statement dated August 18 2011 and the related Consent Letter which are being sent to holders for the detailed terms and conditions of the Consent Solicitations.
CONSOL will pay a consent payment of USD 5.00 in cash for each USD 1,000 principal amount of Notes for which consents are received, subject to the terms of the Consent Solicitations. The record date for determining the holders who are entitled to consent is 5:00 PM New York City time on August 17 2011.
The Consent Solicitations will expire at 5:00 PM New York City time on August 25 2011 unless extended with respect to one or more series of Notes. Subject to the satisfaction of the conditions to the solicitation, the Proposed Amendment will become operative as to an indenture promptly following receipt of the Requisite Consent and payment of the consent payments with respect to such amendment.
