cnx resources corporation - consol energy: strategic acquisition of...
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CONSOL ENERGY: STRATEGIC ACQUISITION OF DOMINION’S APPALACHIAN E&P BUSINESS
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The unproved reserve data contained in this presentation is based on a summary review of the title to coalbed methane and other gas rights we hold, as well as a summary review of the title to the coal from which many of our rights derive. As is customary in the gas industry, prior to the commencement of gas drilling operations on our properties, we conduct a thorough title examination and perform curative work with respect to significant defects. We are typically responsible for curing any title defects at our expense. This curative work may include the acquisition of additional property rights in order to perfect our ownership for development and production of the gas estate.
This presentation contains statements, estimates and projectionswhich are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934). These statements, which are described in detail in our annual report form 10-K filed with the Securities and Exchange Commission, involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place unduereliance on forward-looking statements as a prediction of actual results. The forward-looking statements include estimates of unproved reserves, projections and estimates concerning the timing and rates of return of future projects, and our future production, revenues, income and capital spending. The forward-looking statements in this presentation speak only as of the date of this presentation; we disclaim any obligation to update these statements unless required by the securities laws, and we caution you not to rely on them unduly. This presentation does not constitute an offer to sell any securities of CONSOL Energy Inc.The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, todisclose only proved reserves that a company has demonstrated byactual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this presentation, such as “unproved reserves and/or unproved resources” that the SEC's guidelines strictly prohibit us from including in filings with the SEC. We also caution you that the SEC views such “unproved reserves and/or unproved resources” estimates as inherently unreliable and these estimates may be misleading to investors unless the investor is an expert in the gas industry. In this presentation, the term “unproved reserves and/or unproved resources” refers to gas that we believe is economically recoverable, based on available data.
Cautionary Language
Transaction Overview
• $3.475 billion cash consideration
• 1.46 million total oil and gas acres (net)– 491,393 Marcellus Shale acres in PA and WV (net)
• 41.0 Bcfe of annual production (net)
• 1.0 Tcfe proved reserves; 70% proved developed
• 12.1 – 34.0 Tcfe total reserves and resource base
• More than 9,000 producing wells in PA and WV
• $4.0 billion total financing contemplated – Combination of equity and debt
– Includes development capital and transaction costs
Expected Close by End of April 20103
• 98% of Marcellus acres held by production
• 90% of wells operated
• 89% average net revenue interest for Marcellus acreage
• No value assigned to 300,000 acres of Huron Shale or 470,000 acres of Utica Shale (beyond proved reserves and Marcellus) -- which represent additional sources of resource potential and value
Sum‐of‐the‐Parts Justifies the Acquisition Price
One Approach to Valuation
4
Acquisition Price $3.475 billion
Proved Reserves ‐ $2.340 billion (1.04 tcf x $2.25/mcf*)
Antero Farmout ‐ $0.200 billion
Implied Marcellus Value = $0.935 billion
Acquisition cost per acre of Marcellus $1,903 per acre ($0.935 billion/491,393 acres)
*Metric based on Appalachian price premium, high percentage (70%) PDPs, low field operating costs of mature field, and shallow decline
Note: Valuation based on discounted cash flow analysis.
Drives Long‐Term Growth and Shareholder Value
• Enhances CONSOL’s position as the #1 natural gas and coal producer in Appalachia
• Strengthens CONSOL’s risk profile through a balanced portfolio of coal and natural gas
• Accelerates CONSOL’s growth prospects in low‐cost, high‐margin businesses
• Broadens CONSOL’s expertise in gas E&P business—builds on talented workforce
Compelling Strategic Rationale
5
RevenueNet IncomeFinancial Margin/Mcfe(1)
Production CBM ProductionMarcellus Acreage
Gas Gathering & ProcessingRiver Transport GroupCoal Export Facility
Significant Scale and Key Presence Near Prime Eastern U.S. Energy Consuming Markets
CONSOL Energy: An Energy Juggernaut
6Source: Public company filings. Note: Coal Peer Group includes ACI, ARLP, ICO, MEE and PCX. Gas Peer Group includes APC, ATLS, COG, CHK, EQT, REXX, and RRC.(1) Financial Margin calculated as average sales realizations less total costs per Mcfe, per CONSOL estimates.
#1 #1 #1 #1 #1
RevenueEBITDANet IncomeProductionReserves
Appalachian Coal
Appalachian Gas#1 #1 #1 #1 #1#3
Strategic Logistical Assets
Thermal CoalReserves: ~3.8 billionProduction: 50 – 55mmt/yr
Low‐vol Met CoalReserves: ~300 millionProduction: 5.0mmt/yr
Coalbed MethaneProved Reserves: 1.64 TcfeResources: 0.8 – 1.2 TcfeProduction: 91.1 Bcf**
Conventional/OtherProved Reserves: 1.06 TcfeResources: 3.5 – 6.5 TcfeProduction: 29.5 Bcf**
Marcellus ShaleProved Reserves: 0.24 TcfeResources: 19.4 – 45.0 TcfeProduction: 6.7 Bcf**
High‐vol Met CoalReserves: ~400 million*Production: 5.0 – 10mmt/yr*Assumes 150mm tons of high quality thermal coal with met coal characteristics
Largest Appalachian Footprint of Any Energy Producer
CONSOL’s Energy Product Diversification Strategy
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**Expected 2010 gas production
Net Energy Generation (in Thousand MWH) (1)
>100,00050,000 – 100,00025,000 – 50,000<25,000
(1) Represents Net Energy Generation by State For November 2009 YTD, from EIA.
Thermal Coal
Coalbed Methane Chattanooga Shale
Marcellus Shale
Conventional GasMet Coal
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Sewickley Coal Seam – 900 feet
Pittsburgh Coal Seam – 1,000 feet
Freeport Coal Seam – 1,650 feet
Upper Devonian Sands – 1,750 - 5,500 feet
Marcellus Shale – 7,000+ feet
Stacked Pay Zones of Value
8
Largest Concentration of Appalachian Energy Assets
Oriskany Tight Sands, Utica and Trenton Black River Shales – 8,000+ feet
CONSOL Will Hold 5.2 Million Net Acres of High Value, Low Cost Gas Assets
Substantially Expanded Natural Gas Footprint
9
Dominion Acreage CONSOL Energy Acreage Antero Farm‐Out
PA
VA
NCTN
KY
OH
NY
MD
NJIN
MI
WV
Note: Includes acreage held by CNX Gas, in which CONSOL Energy has an 83.3% interest.
Appalachian Daily Net Production
Enhances Position as the Leading Appalachian Gas Producer
10Largest, Most Profitable, Appalachian Gas Producer
386
300
273
153137
113
45 38
166
0
50
100
150
200
250
300
350
400
450
ProFormaCNX
EQT CNX RRC CHK D ATLS XCO EOG REXX
Daily Net Produ
ction (M
Mcfe/d)
Note: Current Appalachian production as calculated by CONSOL based on most recent public company filings. Pro forma for announced acquisitions / divestitures.
2009 Year End Proved Reserves
Moves Company into Upper Tier of Unconventional Gas Universe
Note: SEC proved reserves as of year end 2009. pro forma for acquisitions / divestitures post year end. 11
Substantially Enhances High Quality Reserve Base
4,068
3,7373,657
2,958 2,951
2,720
2,416
2,0601,911
1,312
1,040 1,020 965 959 914
726602
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
EQT UPL SWN RRC ProFormaCNX
HK KWK COG CNX SD D ATLS BBG XCO PVA CRK CRZO
Bcfe
2009 Full‐Year Lease Operating Expense per Unit
Complements Existing Industry‐Leading Cost Structure
Source: As calculated by CONSOL Energy based on public company filings.
‐
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
UPL EQT HK CNX BBG ProFormaCNX
COG SWN D FST RRC ATLS CXO CRK NFX XEC KWK XCO PVA PETD SD NFG PXD SM WLL PXP DNR/ EAC
2009
Lease Ope
rating
Expen
se ($
/ M
cfe)
12
Low Cost Producer with Logistical Advantage
Triples CONSOL’s Marcellus Acreage
750,000 Net Acres in Marcellus Formation13
Dominion Marcellus Acreage CONSOL Energy Marcellus Acreage
Marcellus Fairway
Note: Includes acreage held by CNX Gas, in which CONSOL Energy has an 83.3% interest.
PA
VA
OH
MD
WV
1,570
1,400
742 730 720
652
585 584
500 492
350 343280
250 250 250 229170 147
120 108 88
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
CHK RRC ProFormaCNX
TLM NFG East STO ATLS EQT D Chief XCO XTO /XOM
APC CNX UPL EOG COG SWN Antero CRZO CLR
Vaults CONSOL Energy into Top 3 Total Marcellus Acreage Position and …
. . . Not All Marcellus Acres Are Equal (1)
98% Held By Production90% Wells Operated 89% Average Net Revenue Interest Essentially No Drilling Commitments
Source: As calculated by CONSOL Energy based on public filings.Note: Pro forma acreage does not reflect CONSOL Energy overriding royalty interest in Antero farm‐out acreage (approximately 117,000 acres). (1) Refers to acquired acreage.
14Leading Position in Prolific Marcellus Gas Formation
Net Acres
(000’s)
1515
Illustrative Marcellus Well Economics
After‐Tax IRR At Various Prices
Margin Analysis
22% After‐Tax IRR at $4.50 / MMBTU
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
55%
60%
65%
70%
75%
80%
85%
90%
95%
100%
$2.00 $2.50 $3.00 $3.50 $4.00 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 $8.00
Henry Hub Cash Price ($ / MMBTU)
Internal Rate of Return (%
)
(1) Assumes 3,000 ft. laterals (2) Includes production loss (shrink) of 3.5%
($MM, except as noted)
Gross EUR (Bcfe) (1) 4.3NRI 87.5%Net EUR (Bcfe) 3.7
Drilling Cost (1) $1.9Completion Cost (1) 1.3
Total D&C $3.2
Gathering 0.4Land & Title 0.1
Total $3.7
Margin Analysis
($ / Mcfe, except as noted)
Henry Hub Cash Price ($ / MMBTU) $5.00Realized Price ($ / Mcfe) 5.67
Lease Operating Expense $1.26Production Taxes 0.28Gross Margin $4.12
Total D&C,G,L Cost ($ / Mcfe) (2) $1.02
ATAX IRR 29.5%Price Required for 20% ATAX IRR $4.27
1616
Metric CNX Results Competitor Results
Lateral Length 1,750‐2,250 3,500 – 4,000
EUR Bcfe 2.9 – 3.4 4.0 – 4.5
EUR Mmcfe/Lateral Ft 1.550‐1.660 1.125‐1.145
Current Type Curve 3.2 Bcfe
Marcellus Results Comparison
On a Per Foot Basis, CNX Shows 41% Better EURs
West Virginia Marcellus Well Permits
0
20
40
60
80
100
120
140
160
Q12008
Q22008
Q32008
Q42008
Q12009
Q22009
Q32009
Q42009
WV Wells Showing Similar Results to SW PA WellsSource: West Virginia Department of Environmental Protection; CONSOL market intelligence
Marcellus Development Activity Accelerating in West Virginia
Hancock
Brooke
Ohio
Marshall
WetzelMonongalia
Preston
Tucker Grant
Mineral
Hampshire
Morgan
Berkeley
Jefferson
Hardy
Pendleton
Randolph
Pocahontas
Greenbrier
Monroe
Mercer
Summers
McDowell
WyomingMingo
Logan
Wayne
Cabell
Mason
Putnam
Kanawha
Lincoln
Boone
Raleigh
Fayette
Nicholas
Clay
Roane
Jackson
Wood
Pleasants
Tyler
Doddridge
Wirt
GilmerCalhoun
Lewis
Braxton
Upshur
Barbour
Webster
Marion
TaylorHarrison
Ritchie
700 Mcfe/d
886 Mcfe/d
1,448 Mcfe/d
360 Mcfe/d
2,000 Mcfe/d
1,490 Mcfe/d
Recent industry horizontal IPsin WV of up to 7.5 MMcfe/d
Third‐party EUR estimates of 3.5 – 4.5 Bcfe
Dominion’s vertical Marcellus wells have peak IPs of up to 2.0 MMcfe/d
1 – 9 permits1 – 9 permits
10 – 49 permits10 – 49 permits
50 or more permits50 or more permits
Selected Dominion WellsSelected Dominion Wells
2009 Permitting2009 Permitting
VerticalVertical
Dominion Marcellus AcreageDominion Marcellus Acreage
VerticalVertical
Selected Industry WellsSelected Industry Wells
7,140 Mcfe/d
4,600 Mcfe/d
3,600 Mcfe/d
7,500 Mcfe/d
2,220 Mcfe/d
2,200 Mcfe/d
1,500 Mcfe/d
3,500 Mcfe/d
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HorizontalHorizontal
0
50
100
150
200
250
300
350
400
2010 2015
Aggressive Gas Production Growth
20% CAG
R
Acceleration of Marcellus Shale Drilling Fuels Production Growth18
Marcellus
Other
Marcellus
Other
142 Annualized Bcfe
350 Bcfe
2010 2011 2012 2013 2014 2015
Gross Marcellus Wells Drilled 22 63 131 165 170 170
Total Marcellus Rigs 2 5 8 10 10 10
Annual wells / rig 11 13 16 17 17 17
16.2
38.218.1
41.1
1.9 2.9
38.2
16.2
Proved Reserves (Tcfe) Total Unproved Reserves and Potential Resource Base (Tcfe)
1.9
2.9
19Note: Total Unproved Reserves and Potential Resource Base calculated using mid‐point of CONSOL Energy estimates.
Expanded Gas Reserve Potential
Pre‐Acquisition Post‐Acquisition Pre‐Acquisition
136% Increase in Total
Unproved Reserves and
Potential Resources Base
Post‐Acquisition Pre‐Acquisition Post‐Acquisition
53% Increase in
Proved Reserves
127% Increase in
Total Resource Potential
Proved Reserves Total Unproved Reserves and Potential Resource Base
Total Resource Potential
Extraordinary Current and Long‐Term Opportunities
CONSOL Coal: Strong Value Creation Platform
Focused In Most Profitable U.S. Coal Basin
Highest U.S. Coal Operating Margins
Sources: Company calculation using current EIA basin prices less marginal cost of production from industry consultant studies.
20
Note: Peer Group includes, ACI, ARLP, BTU (US Produced Coal), ICO, MEE and PCX.
Sources: Public company filings.
Average Operating Margin by Basin
$0
$5
$10
$15
$20
$25
NAPP ILB CAPP PRB
Operating Margins per Ton
$0
$5
$10
$15
$20
$25
CNX Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6
Premier Coal Position in the U.S.
Significant Market Upside for Premium Met Coal
• Produces 5 million tons of high quality low‐vol metallurgical coal at Buchanan Mine
• Low‐vol reserves in excess of 100 million tons
• Buchanan Mine is believed to be the lowest cost met mine in the U.S.
• Current market prices in the range of $165‐$175 per ton (FOB mine)
Margin Growth from Low‐Vol Met Coal
21
Multiple Growth Opportunities from Global Demand
• Northern Appalachian production capacity approaching 51 million tons per year
• Nearly all of NAPP production has high‐vol potential
• Northern Appalachian cost structure is in the $42‐$45 per ton range
• Bailey/Enlow complex has a capacity of 23 million tons per year, and is among the lowest cost operations in NAPP
• Demand in Asia and Brazil presents incremental margin ($15‐$20/ton) opportunity
• No additional capital investment required for shipping high‐vol product
• Expect to ship 3 million tons in 2010, increasing to 6‐8 million tons in 2011
• Tightening domestic Northern Appalachian thermal market
Additional Growth from High‐Vol Met Coal
22
0
1,000
2,000
3,000
4,000
5,000
6,000
2010 2035
Billion
kWh
23
Coal Demand to Grow 28% and Gas Demand to Grow 38% by 2035
23Source: EIA
1.8B kWh2.3B kWh
0.8B kWh
1.1B kWh
4.0B kWh
5.3B kWh
Thermal Coal and Gas to RemainPrimary U.S. Energy Sources
+33%
NuclearNatural GasCoal RenewablePetroleum & Other
• Commitments for $3.5 billion senior unsecured bridge financing
• Bridge commitments to be replaced with $4 billion of permanent financing contemplated through a public offering of common stock and a private placement of senior unsecured notes
- Fund the acquisition and initial development of acquired acreage
- Targeting $2.0‐$2.5 billion in common stock and $1.5‐$2.0 billion in senior unsecured notes
24
Financing Summary
Maintain Strong Balance Sheet & Liquidity
Drives Long‐Term Growth and Shareholder Value
• Compelling valuation for premier Appalachian gas assets
• Enhances CONSOL’s role as diversified U.S. energy company that is the leading Appalachian coal & gas producer
• Establishes balanced portfolio of coal and natural gas
• Accelerates growth opportunity in low‐cost, high‐margin businesses
Transaction Summary
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Appendix
CONSOL Dominion Pro Forma
Total Net O&G Acreage 3,708,541 1,447,122 5,155,663
Marcellus Acreage 250,265 491,393 741,658
CBM 2,557,317 173,715 2,731,032
Other 900,959 782,014 1,682,973
Total Proved Reserves (Tcfe) 1.9 1.0 2.9
Marcellus 0.2 0.0 0.2
CBM 1.6 0.0 1.6
Other 0.1 1.0 1.1
Total Unproved Reserves and Potential Resource Base (Tcfe) 12.6 ‐ 19.7 11.1 ‐ 33.0 23.7 ‐ 52.7
Marcellus 9.4 ‐ 15.0 10.0 ‐ 30.0 19.4 ‐ 45.0
CBM 0.7 0.1 ‐ 0.5 0.8 ‐ 1.2
Other 2.5 ‐ 4.0 1.0 ‐ 2.5 3.5 ‐ 6.5
Grand Total Reserves & Resources 14.5 ‐ 21.6 12.1 ‐ 34.0 26.6 ‐ 55.6
Total Producing Wells 5,240 9,104 14,344
Marcellus 19 17 36
CBM 3,711 35 3,746
Other 1,510 9,052 10,562
2010 Total Production (Bcfe) 100.0 27.3 127.3
2010 Marcellus 6.7 0.0 6.7
2010 CBM 91.1 0.0 91.1
2010 Other 2.2 27.3 29.5
Note: Total O&G Acreage for CONSOL Energy includes CNX Gas, in which CONSOL Energy has an 83.3% interest, as well as acreage paid for and abstracted through 2/21/10. (1) Dominion actual amount greater than zero, but less than .05 (2) Assumes 4/30/2010 effective date. Annualized 2010 Dominion is 41.0 Bcfe.
Expands Diversified Gas Portfolio
27
(2) (2)
(1)
(1)
(1)
(1)