CONSOL Energy (CEIX) 424B3Prospectus supplement

Filed Pursuant to Rule 424(B)(3)
Registration No. 333-250091

On October 22, 2020, CONSOL Energy Inc., a Delaware corporation (“CEIX”), Transformer LP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of CEIX (“Holdings”), Transformer Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), CONSOL Coal Resources LP, a Delaware limited partnership (“CCR”), and CONSOL Coal Resources GP LLC, a Delaware limited liability company and the general partner of CCR (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into CCR, with CCR surviving as an indirect, wholly owned subsidiary of CEIX (the “Merger”).

Pursuant to the Merger Agreement, (i) each common unit representing limited partner interests in CCR (“CCR Common Units”) outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than CCR Common Units held directly or indirectly by CEIX and its subsidiaries (all such CCR Common Units held by persons other than CEIX and its subsidiaries, the “CCR Public Common Units,” and the holders of such units, the “CCR Public Unitholders”), will be converted into the right to receive 0.73 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of CEIX (“CEIX Common Stock,” and the shares of CEIX Common Stock to be issued in the Merger, the “Merger Consideration”) and (ii) each of the outstanding phantom units and any other awards relating to a CCR Common Unit issued under a Partnership Long-Term Incentive Plan (as defined in the Merger Agreement) (each, a “Partnership LTIP Award”), whether vested or not vested, will become fully vested and automatically will be converted into the right to receive, with respect to each CCR Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the incentive distribution rights in CCR (the “Incentive Distribution Rights”), which automatically will be canceled immediately prior to the Effective Time for no consideration in accordance with the Third Amended and Restated Agreement of Limited Partnership of CCR, dated as of November 28, 2017 (the “Partnership Agreement”), the interests in CCR owned by CEIX and its subsidiaries will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in CCR will be converted into a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity. No fractional shares of CEIX Common Stock will be issued in the Merger; instead, all fractional shares of CEIX Common Stock to which a CCR Public Unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of CEIX Common Stock. Existing stockholders of CEIX (the “CEIX Stockholders”) will continue to own their existing CEIX Common Stock following completion of the Merger.

On October 22, 2020, the board of directors of CEIX (the “CEIX Board”), by unanimous vote, with the exception of Joseph P. Platt, who recused himself from deliberations relating to the Merger, (a) determined that the forms, terms and provisions of the Merger Agreement and the Support Agreement (as defined herein) (together, the “Transaction Documents”) and the respective transactions contemplated thereby, including the Merger and the issuance of shares of CEIX Common Stock as Merger Consideration (the “CEIX Stock Issuance”), are in the best interests of CEIX and the CEIX Stockholders, (b) authorized the execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger and the CEIX Stock Issuance, on the terms and subject to the conditions set forth in the Transaction Documents, (c) authorized the submittal of a proposal to approve the CEIX Stock Issuance to a vote of the CEIX Stockholders at a special meeting of the CEIX Stockholders (the “CEIX Stockholder Meeting”) and (d) resolved to recommend approval of the CEIX Stock Issuance by the CEIX Stockholders at the CEIX Stockholder Meeting.

On October 22, 2020, the conflicts committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), by unanimous vote, in good faith, (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in the best interests of CCR and the CCR Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (the foregoing constituting “Special Approval” as defined in the Partnership Agreement), (c) resolved to recommend to the GP Board the approval of the Merger, including the Merger Agreement and the transactions contemplated thereby, and (d) resolved to recommend to the GP Board that the GP Board recommend the approval of the Merger, including the Merger Agreement and the transactions contemplated hereby, to the limited partners of CCR (“CCR Limited Partners”).

On October 22, 2020, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, (a) determined that the forms, terms and provisions of the Transaction Documents and the respective transactions contemplated thereby, including the Merger, are in the best interests of CCR and the holders of CCR Common Units (“CCR Unitholders”), (b) authorized the execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (c) directed that the adoption of the Merger

Agreement and the approval of the Merger be submitted to a vote of the CCR Limited Partners and authorized the CCR Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

In connection with the proposed Merger, CEIX will hold the CEIX Stockholder Meeting, at which the CEIX Stockholders will be asked to (a) vote on a proposal to approve the CEIX Stock Issuance (the “CEIX Stock Issuance Proposal”) and (b) approve the adjournment of the CEIX Stockholder Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the CEIX Stockholder Meeting to approve the CEIX Stock Issuance Proposal (the “CEIX Adjournment Proposal”). Approval of the CEIX Stock Issuance Proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under New York Stock Exchange (“NYSE”) rules includes votes for, votes against and abstentions, with abstentions (if any) having the same effect as a vote against the CEIX Stock Issuance Proposal. The approval of the CEIX Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal, which under Delaware law includes votes for and against, but not abstentions. Accordingly, the failure of a CEIX Stockholder to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the CEIX Stockholder Meeting, as well as an abstention from voting, with regard to the CEIX Adjournment Proposal will have no effect on the CEIX Adjournment Proposal. The Merger is not conditioned on the approval of the CEIX Adjournment Proposal.

The CEIX Board recommends that the CEIX Stockholders vote FOR the CEIX Stock Issuance Proposal and FOR the CEIX Adjournment Proposal. CEIX Stockholders should be aware that some of CEIX’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as CEIX Stockholders. See “The Merger—Interests of Certain Persons in the Merger.”

The CEIX Board has set November 27, 2020 as the record date (the “CEIX Record Date”) for determining the CEIX Stockholders entitled to notice of, and to vote at, the CEIX Stockholder Meeting and any adjournments or postponements of the CEIX Stockholder Meeting. We cannot complete the Merger unless the CEIX Stockholders approve the CEIX Stock Issuance Proposal. Accordingly, your vote is very important regardless of the number of shares of CEIX Common Stock you own. Voting instructions are set forth inside this consent solicitation statement/proxy statement/prospectus.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by CCR requires the affirmative vote or written consent of the holders of a majority of the outstanding CCR Common Units (the “Required Limited Partner Written Consent”). CCR has entered into that certain Support Agreement, dated as of October 22, 2020 (the “Support Agreement”), with CEIX, pursuant to which CEIX has irrevocably and unconditionally agreed to deliver a written consent, covering all of the CCR Common Units beneficially owned by CEIX, approving the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Written Consent”), within two business days following the effectiveness of the registration statement of which this consent solicitation statement/proxy statement/prospectus forms a part. As of November 27, 2020, CEIX beneficially owned 16,811,818 CCR Common Units, representing approximately 60.7% of the outstanding CCR Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the CCR Limited Partners.

The GP Board has set November 27, 2020 as the record date (the “CCR Record Date”) for determining the CCR Limited Partners entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding CCR Common Units as of the close of business on the CCR Record Date, you may complete, date and sign the enclosed written consent and promptly return it to CCR. See “Written Consents of CCR Limited Partners.”

This consent solicitation statement/proxy statement/prospectus provides you with detailed information about the proposed Merger and related matters. CEIX and CCR both encourage you to read the entire document carefully. In particular, see “Risk Factors” for a discussion of risks related to the Merger, the tax consequences of the Merger and ownership of the CEIX Common Stock received in the Merger, an investment in CEIX Common Stock and CEIX’s business following the consummation of the Merger.

CEIX Common Stock is listed on the NYSE under the symbol “CEIX,” and CCR Common Units are listed on the NYSE under the symbol “CCR.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THIS CONSENT SOLICITATION STATEMENT/PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This consent solicitation statement/proxy statement/prospectus is dated November 30, 2020 and is first being mailed to CEIX Stockholders and CCR Limited Partners on or about November 30, 2020.

1000 CONSOL Energy Drive, Suite 100

Canonsburg, Pennsylvania 15317-6506

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of CONSOL Energy Inc.:

A special meeting (the “CEIX Stockholder Meeting”) of stockholders (the “CEIX Stockholders”) of CONSOL Energy Inc. (“CEIX”) will be held solely via live webcast at www.virtualshareholdermeeting.com/CEIX2020SM (the “CEIX Meeting Website”) on December 29, 2020, at 9:00 a.m. Eastern Time, for the following purposes:

Due to the ongoing public health considerations associated with the coronavirus outbreak (“COVID-19”), the CEIX Stockholder Meeting will be held solely via live webcast on the CEIX Meeting Website and you will not be able to be physically present at the CEIX Stockholder Meeting. You will be able to participate virtually, vote your shares of CEIX Common Stock electronically and submit questions online during the CEIX Stockholder Meeting by logging onto the CEIX Meeting Website above using the 16-digit control number included in your proxy card or vote instruction form and following the directions on the CEIX Meeting Website. We encourage you to log on 15 minutes prior to the start time of the meeting. If you have difficulty accessing the CEIX Stockholder Meeting through the CEIX Meeting Website, please call the technical support number provided.

Approval of the CEIX Stock Issuance Proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under New York Stock Exchange (“NYSE”) rules includes votes for, votes against and abstentions. Abstentions (if any) will have the same effect as votes against the CEIX Stock Issuance Proposal under NYSE rules. The approval of the CEIX Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal, which under Delaware law includes votes for and against, but not abstentions. Abstentions (if any) will have no effect on whether the CEIX Adjournment Proposal is approved. Assuming there is a quorum, failures to vote (if any) will have no effect on the CEIX Stock Issuance Proposal or the CEIX Adjournment Proposal. CEIX Stockholders who participate in the virtual CEIX Stockholder Meeting via live webcast on the CEIX Meeting Website will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

CEIX does not expect any broker non-votes at the CEIX Stockholder Meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the CEIX Stock Issuance Proposal and the CEIX Adjournment

Proposal are each considered non-routine proposals. As a result, no such nominee will be permitted to vote shares of CEIX Common Stock at the CEIX Stockholder Meeting without receiving instructions from the beneficial owner of such shares of CEIX Common Stock.

We cannot complete the Merger unless the CEIX Stockholders approve the CEIX Stock Issuance Proposal. Accordingly, your vote is very important regardless of the number of shares of CEIX Common Stock you own.

CEIX’s board of directors (the “CEIX Board”) has unanimously, with the exception of Joseph P. Platt, who recused himself from deliberations relating to the Merger, determined that the Merger, the Merger Agreement and the transactions contemplated thereby, including the CEIX Stock Issuance, are in the best interests of CEIX and the CEIX Stockholders, approved the Merger, the Merger Agreement and the transactions contemplated thereby, including the CEIX Stock Issuance, and recommends that the CEIX Stockholders vote FOR the CEIX Stock Issuance Proposal and FOR the CEIX Adjournment Proposal. For more information regarding the recommendations of the CEIX Board, see “The Merger—Approval of the CEIX Board and its Reasons for the Merger” in the accompanying consent solicitation statement/proxy statement/prospectus.

CEIX Stockholders should be aware that some of CEIX’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as CEIX Stockholders. See “The Merger—Interests of Certain Persons in the Merger” in the accompanying consent solicitation statement/proxy statement/prospectus.

Only CEIX Stockholders of record at the close of business on November 27, 2020 are entitled to notice of, and to vote at, the CEIX Stockholder Meeting. References to the CEIX Stockholder Meeting in this consent solicitation statement/proxy statement/prospectus are to the CEIX Stockholder Meeting as may be adjourned or postponed from time to time.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL CEIX STOCKHOLDER MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS:

The enclosed consent solicitation statement/proxy statement/prospectus provides a detailed description of the Merger and the Merger Agreement, as well as a description of the CEIX Stock Issuance. You are urged to read this consent solicitation statement/proxy statement/prospectus, including any documents incorporated by reference, and the annexes hereto carefully and in their entirety. If you have any questions concerning the Merger or this consent solicitation statement/proxy statement/prospectus, would like additional copies of this consent

solicitation statement/proxy statement/prospectus or need help voting your CEIX Common Stock, please contact CEIX’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Telephone Toll Free: (866) 751-6313

Telephone Call Collect: (212) 269-5550

Email: ceix@dfking.com

1000 CONSOL Energy Drive, Suite 100

Canonsburg, Pennsylvania 15317-6506

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the limited partners of CONSOL Coal Resources LP:

On October 22, 2020, CONSOL Coal Resources LP (“CCR”) entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) with CONSOL Coal Resources GP LLC, the general partner of CCR (the “General Partner”), CONSOL Energy Inc. (“CEIX”), Transformer LP Holdings Inc., a wholly owned subsidiary of CEIX (“Holdings”), and Transformer Merger Sub LLC, a wholly owned subsidiary of Holdings (“Merger Sub”), pursuant to which Merger Sub will merge with and into CCR, with CCR surviving as an indirect, wholly owned subsidiary of CEIX (the “Merger”).

The board of directors of the General Partner (the “GP Board”) has considered the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, and had unanimously approved and declared advisable the Merger Agreement and the Merger, upon the terms and conditions set forth in the Merger Agreement, and unanimously determined that the Merger Agreement and the Merger are in the best interests of CCR and the holders of common units representing limited partner interests in CCR (“CCR Common Units”).

Pursuant to the Third Amended and Restated Agreement of Limited Partnership of CCR, dated as of November 28, 2017, the approval of the Merger and the adoption of the Merger Agreement by CCR also requires the affirmative vote or written consent of the holders of a majority of the outstanding CCR Common Units. The accompanying consent solicitation statement/proxy statement/prospectus is being delivered to you on behalf of the GP Board to request that the limited partners of CCR (the “CCR Limited Partners”) as of the record date of November 27, 2020 approve the Merger and the adoption of the Merger Agreement by executing and returning the written consent furnished with the accompanying consent solicitation statement/proxy statement/prospectus.

In connection with CCR’s entry into the Merger Agreement, CCR also entered into a Support Agreement, dated as of October 22, 2020 (the “Support Agreement”), with CEIX, pursuant to which CEIX has irrevocably and unconditionally agreed to deliver a written consent, covering all of the CCR Common Units beneficially owned by CEIX, approving the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Written Consent”), within two business days following the effectiveness of the registration statement of which the accompanying consent solicitation statement/proxy statement/prospectus forms a part. As of November 27, 2020, CEIX beneficially owned 16,811,818 CCR Common Units, representing approximately 60.7% of the outstanding CCR Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the CCR Limited Partners.

The accompanying consent solicitation statement/proxy statement/prospectus describes the Support Agreement, the Merger Agreement, the Merger, and the actions to be taken in connection with the Merger, as well as provides additional information about the parties involved. Please give this information your careful attention. Copies of the Merger Agreement and the Support Agreement are attached as Annex A and Annex B, respectively, to the accompanying consent solicitation statement/proxy statement/prospectus.

The GP Board has set November 27, 2020 as the record date (the “CCR Record Date”) for determining the CCR Limited Partners entitled to execute and deliver written consents with respect to the Merger. If you were a record

holder of outstanding CCR Common Units as of the close of business on the CCR Record Date, please complete, date and sign the written consent furnished with the accompanying consent solicitation statement/proxy statement/prospectus and return it promptly to CCR by one of the means described under “Written Consents of CCR Limited Partners” in the accompanying consent solicitation statement/proxy statement/prospectus.

IMPORTANT NOTE ABOUT THIS CONSENT SOLICITATION STATEMENT/PROXY STATEMENT/PROSPECTUS

This consent solicitation statement/proxy statement/prospectus incorporates by reference important business and financial information about CEIX and CCR and their respective subsidiaries from documents filed with the Securities and Exchange Commission (“SEC”) that have not been included in or delivered with this consent solicitation statement/proxy statement/prospectus. This information is available without charge at the SEC’s website at www.sec.gov. You may also obtain certain of these documents at CEIX’s website, www.consolenergy.com, and CCR’s website, www.ccrlp.com. Information contained on the websites of CEIX and CCR does not constitute part of this consent solicitation statement/proxy statement/prospectus. See “Where You Can Find More Information.”

You may also request copies of publicly filed documents from CEIX and CCR without charge by requesting them in writing or by telephone at the following address and telephone number:

CONSOL Energy Inc.

CONSOL Coal Resources GP LLC

1000 CONSOL Energy Drive, Suite 100

Canonsburg, Pennsylvania 15317-6506

Telephone: (724) 416-8300

If you request any such documents, CEIX or CCR will mail them to you by first class mail, or another equally prompt means, after receipt of your request. To obtain timely delivery of these documents prior to the CEIX Stockholder Meeting and the conclusion of the CCR written consent process, you must request the information no later than December 22, 2020.

This consent solicitation statement/proxy statement/prospectus constitutes a proxy statement of CEIX under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the solicitation of proxies for the CEIX Stockholder Meeting to, among other things, approve the CEIX Stock Issuance Proposal, and a prospectus of CEIX under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), for the shares of CEIX Common Stock that will be issued to CCR Public Unitholders as Merger Consideration in accordance with the terms of the Merger Agreement.

This consent solicitation statement/proxy statement/prospectus also constitutes a consent solicitation statement of CCR under Section 14(a) of the Exchange Act with respect to the solicitation of written consents from the CCR Limited Partners to approve the Merger and the adoption of the Merger Agreement.

The sections entitled “Questions and Answers” and “Summary” below highlight selected information from this consent solicitation statement/proxy statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of legal terms thereof, you should carefully read this entire consent solicitation statement/proxy statement/prospectus, including the section entitled “Risk Factors” and the Merger Agreement, a copy of which is attached as Annex A hereto, as well as the documents that are incorporated by reference into this consent solicitation statement/proxy statement/prospectus. See “Where You Can Find More Information.”

You should rely only on the information contained in, or incorporated by reference into, this consent solicitation statement/proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this consent solicitation statement/proxy statement/prospectus. You should not assume that the information contained in or incorporated by reference into, this consent solicitation statement/proxy statement/prospectus is accurate as of any date other than, in the case of this consent solicitation statement/proxy statement/prospectus, the date on the front cover of consent solicitation statement/proxy statement/prospectus and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this consent solicitation statement/proxy statement/prospectus to CEIX Stockholders and CCR Limited Partners nor the issuance by CEIX of shares of CEIX Common Stock as Merger Consideration in connection with the Merger will create any implication to the contrary.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you, as a CEIX Stockholder or CCR Limited Partner, may have regarding the Merger, the Merger Agreement, the CEIX Stockholder Meeting and the execution and delivery of written consents by the CCR Limited Partners with respect to the Merger Agreement and Merger. CEIX and CCR urge you to carefully read the remainder of this consent solicitation statement/proxy statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger, the Merger Agreement, the CEIX Stockholder Meeting and the execution and delivery of written consents by the CCR Limited Partners with respect to the Merger Agreement and the Merger. Additional important information is also contained in the annexes and the documents incorporated by reference into this consent solicitation statement/proxy statement/prospectus. You may obtain the information incorporated by reference into this consent solicitation statement/proxy statement/prospectus without charge by following the instructions under “Where You Can Find More Information.”

No fractional shares of CEIX Common Stock will be issued in the Merger. Instead of receiving any fractions of a share of CEIX Common Stock, all fractions of shares of CEIX Common Stock to which a CCR Public Unitholder would otherwise have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of CEIX Common Stock. See “The Merger Agreement—The Merger; Effective Time; Closing.”

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To participate in the virtual CEIX Stockholder Meeting, you will need the 16-digit control number included on your proxy card or on the vote instruction form (“VIF”) that accompanied your proxy materials. The CEIX Stockholder Meeting webcast will begin promptly at 9:00 a.m. Eastern Time on December 29, 2020, and CEIX Stockholders will be able to log in beginning at 8:45 a.m. Eastern Time. We encourage CEIX Stockholders to access the CEIX Stockholder Meeting 15 minutes prior to the start time.

The virtual CEIX Stockholder Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants in the CEIX Stockholder Meeting should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage participants in the CEIX Stockholder Meeting to log on to the live webcast 15 minutes prior to the start time of the meeting and ensure that they can hear streaming audio.

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Abstentions (if any) will have the same effect as votes against the CEIX Stock Issuance Proposal. Abstentions (if any) will have no effect on whether the CEIX Adjournment Proposal is approved. Assuming there is a quorum, failures to vote (if any) will have no effect on the CEIX Stock Issuance Proposal or the CEIX Adjournment Proposal.

CEIX does not expect any broker non-votes at the CEIX Stockholder Meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the CEIX Stock Issuance Proposal and CEIX Adjournment Proposal are each considered non-routine proposals. As a result, no such nominee will be permitted to vote shares of CEIX Common Stock at the CEIX Stockholder Meeting without receiving instructions from the beneficial owner of such shares of CEIX Common Stock.

The directors and executive officers of CEIX beneficially owned, in the aggregate, approximately 1.1% of the outstanding shares of CEIX Common Stock as of November 27, 2020. CEIX believes that the directors and executive officers of CEIX will vote in favor of the CEIX Stock Issuance Proposal and CEIX Adjournment Proposal.

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The CEIX Board recommends that the CEIX Stockholders vote FOR the CEIX Stock Issuance Proposal and FOR the CEIX Adjournment Proposal. CEIX Stockholders should be aware that some of CEIX’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as CEIX Stockholders. See “The Merger—Interests of Certain Persons in the Merger.”

For purposes of the CEIX Stockholder Meeting, an abstention occurs when a CEIX Stockholder participates in the virtual CEIX Stockholder Meeting and does not vote or returns a proxy with an “abstain” instruction.

CEIX Stock Issuance Proposal: Pursuant to the rules of the NYSE, an abstention will have the same effect as a vote cast “AGAINST” the CEIX Stock Issuance Proposal. If a CEIX Stockholder does not participate in the virtual CEIX Stockholder Meeting and does not submit a proxy, it will have no effect on whether the CEIX Stock Issuance Proposal is approved (assuming a quorum is present).

CEIX Adjournment Proposal: Pursuant to Delaware law, an abstention will not be considered a vote cast; therefore, an abstention will have no effect on the CEIX Adjournment Proposal. If a CEIX Stockholder does not participate in the virtual CEIX Stockholder Meeting and does not submit a proxy, it will have no effect on whether the CEIX Adjournment Proposal is approved.

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Pursuant to the terms of the Support Agreement, CEIX has irrevocably and unconditionally agreed to deliver the Written Consent covering all of the CCR Common Units beneficially owned by CEIX, approving the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, within two business days following the effectiveness of the registration statement of which this consent solicitation statement/proxy statement/prospectus forms a part. As of November 27, 2020, CEIX beneficially owned 16,811,818 CCR Common Units, representing approximately 60.7% of the outstanding CCR Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the CCR Limited Partners.

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RISK FACTORS

In addition to the other information included or incorporated by reference into this consent solicitation statement/proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding how to vote your shares of CEIX Common Stock or whether to sign and deliver the written consent relating to your CCR Common Units. In addition, you should read and consider the risks associated with each of the businesses of CEIX and CCR, because these risks may also affect the combined company. A description of the material risks can be found in Part I, Item 1A of CEIX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II, Item 1A of CEIX’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020 and in Part I, Item 1A of CCR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II, Item 1A of CCR’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, each of which are filed with the SEC and incorporated by reference into this consent solicitation statement/proxy statement/prospectus. See “Where You Can Find More Information.”

Risks Related to the Merger

Because the Exchange Ratio is fixed and because the market price of CEIX Common Stock will fluctuate prior to the completion of the Merger, CCR Public Unitholders cannot be sure of the market value of CEIX Common Stock that they will receive as Merger Consideration relative to the value of the CCR Common Units that they will exchange in connection with the Merger.

The market value of the consideration that CCR Unitholders will receive in the Merger will depend on the trading price of CEIX Common Stock at the Closing. Subject to any applicable withholding tax, the Exchange Ratio that determines the number of shares of CEIX Common Stock that CCR Public Unitholders will receive in the Merger is fixed at 0.73 shares of CEIX Common Stock for each CCR Common Unit they own. This means that there is no mechanism contained in the Merger Agreement that would adjust the number of shares of CEIX Common Stock that CCR Public Unitholders will receive based on any decreases or increases in the trading price of CEIX Common Stock. Changes in per share or per unit price may result from a variety of factors (many of which are beyond CEIX’s and CCR’s control), including:

If the price of CEIX Common Stock at the Closing is less than the price of CEIX Common Stock on the date that the Merger Agreement was signed, then the market value of the Merger Consideration will be less than contemplated at the time the Merger Agreement was signed.

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect each party’s future business and financial results and the trading prices of shares of CEIX Common Stock and CCR Common Units.

The completion of the Merger is subject to a number of conditions. The completion of the Merger is not assured and is subject to risks. The Merger Agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the Merger not occurring.

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If the Merger is not completed, or if there are significant delays in completing the Merger, CEIX’s and CCR’s future business and financial results and the trading prices of shares of CEIX Common Stock and CCR Common Units could be negatively affected, and each of the parties will be subject to several risks, including the following:

The date CCR Public Unitholders will receive the Merger Consideration depends on the completion date of the Merger, which is uncertain.

Completing the Merger is subject to several conditions, not all of which are controllable by CEIX or CCR. Accordingly, the date on which CCR Public Unitholders will receive Merger Consideration depends on the completion date of the Merger, which is uncertain and subject to several other closing conditions.

CEIX and CCR may incur substantial transaction-related costs in connection with the Merger. If the Merger does not occur, CEIX and CCR will not benefit from these costs.

CEIX and CCR expect to incur substantial expenses in connection with completing the Merger, including fees paid to legal, financial and accounting advisors, filing fees, written consent costs and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

Upon the closing of the Merger, former CCR Unitholders will own approximately 23.4% of the total voting power of CEIX Common Stock. As a result, current CEIX Stockholders will experience significant dilution as a result of the Merger.

If the Merger is successfully completed, CEIX expects that it will issue approximately 8.0 million shares of CEIX Common Stock at the Effective Time in connection with the Merger, representing approximately 23.4% of the outstanding shares of CEIX Common Stock after giving effect to the CEIX Stock Issuance. In the future, CEIX may also issue CEIX Common Stock or other equity to raise cash for its projects, operations or acquisitions or for other purposes and may also acquire interests in other companies by using cash, CEIX Common Stock or a combination thereof. Any of these events may dilute the ownership interests of the current CEIX Stockholders, reduce CEIX’s earnings per share and have an adverse effect on the price of shares of CEIX Common Stock. The issuance of these new shares and the sale of additional shares from time to time could have the effect of depressing the market value of shares of CEIX Common Stock. The increase in the number of shares of CEIX Common Stock outstanding, and any resulting dilution, may cause CEIX Stockholders to sell their shares of CEIX Common Stock or may create the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, shares of CEIX Common Stock.

If the Merger Agreement is terminated, CEIX or CCR may, under specified circumstances, be responsible for the terminating party’s expenses in an amount up to $3.5 million.

If the Merger Agreement is terminated, CEIX or CCR may, under specified circumstances, be required to make a payment of up to $3.5 million in respect of the terminating party’s expenses. If such termination expenses are payable, the payment of such termination expenses could have material and adverse consequences to the financial condition and operations of the party responsible for such payment.

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CCR is the target, and CEIX and CCR may in the future be targets, of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. CCR is currently the defendent in a lawsuit, and CEIX and CCR may in the future be defendants in one or more lawsuits, relating to the Merger Agreement and the Merger and, even if the pending or any future lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. CEIX and CCR cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in CEIX’s or CCR’s favor, could be substantial and such litigation could distract CEIX and CCR from pursuing the consummation of the Merger and other potentially beneficial business opportunities. See “The Merger—Litigation Relating to the Merger.”

The Partnership Agreement limits the duties of the General Partner to CCR Unitholders and restricts the remedies available to CCR Unitholders for actions taken by the General Partner that might otherwise constitute breaches of its duties.

In light of potential conflicts of interest between CEIX and the General Partner, on the one hand, and CCR and the CCR Public Unitholders, on the other hand, the GP Board submitted the Merger and related matters to the Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of a majority of its members, which is referred to as “Special Approval” in the Partnership Agreement and this consent solicitation statement/proxy statement/prospectus. Under the Partnership Agreement:

The Conflicts Committee reviewed, negotiated and evaluated the Transaction Documents, the Merger and related matters on behalf of CCR and the CCR Public Unitholders. Among other things, the Conflicts Committee, by unanimous vote, in good faith, (a) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in the best interests of CCR and the CCR Public Unitholders, (b) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (such approval constituting “Special Approval” as defined in the Partnership Agreement), (c) recommended that the GP Board approve the Merger, including the Merger Agreement and the transactions contemplated thereby and (d) recommended that the GP Board direct that the Merger Agreement be submitted to a vote of the CCR Limited Partners and authorized the CCR Limited Partners to act by written consent to approve the Merger pursuant to the Partnership Agreement. The duties of the General Partner, the GP Board and the Conflicts Committee to CCR Limited Partners in connection with the Merger are substantially limited by the Partnership Agreement.

Certain executive officers and directors of the General Partner and CEIX have interests in the Merger that are different from, or in addition to, the interests they may have as CCR Unitholders or CEIX Stockholders, respectively, which could have influenced their decision to support or approve the Merger.

Certain executive officers and directors of the General Partner own equity interests in CEIX, receive fees and other compensation from CEIX and will have rights to ongoing indemnification and insurance coverage by the surviving company that give them interests in the Merger that may be different from, or be in addition to, interests of a CCR Public Unitholder.

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Additionally, certain of CEIX’s executive officers and directors beneficially own CCR Common Units and will receive the applicable Merger Consideration upon completion of the Merger, receive fees and other compensation from CEIX and are entitled to indemnification arrangements with CEIX that give them interests in the Merger that may be different from, or be in addition to, interests a holder of CEIX Common Stock may have as a CEIX Stockholder.

Financial projections of CEIX and/or CCR may not prove to be accurate.

In connection with the Merger, CEIX and CCR prepared and considered, among other things, internal financial forecasts for CEIX and CCR, respectively. These forecasts speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, at all or within projected time frames. In addition, the failure of businesses to achieve projected results could have a material adverse effect on our share price and financial position following the Merger.

Tax Risks Related to the Merger and the Ownership of CEIX Common Stock Received in the Merger

In addition to reading the following risk factors, you are urged to read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the expected U.S. federal income tax consequences of the Merger and owning and disposing of shares of CEIX Common Stock received in the Merger.

The Merger will be a taxable transaction and, in such case, the resulting tax liability of a CCR Public Unitholder, if any, will depend on the unitholder’s particular situation. The tax liability of a CCR Public Unitholder as a result of the Merger could be more than expected.

CCR Public Unitholders will receive shares of CEIX Common Stock as the Merger Consideration. Although CCR Public Unitholders will receive no cash consideration, the Merger will be treated as a taxable sale by U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) of CCR Common Units for U.S. federal income tax purposes. In such case, as a result of the Merger, a CCR Public Unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized and the unitholder’s adjusted tax basis in the CCR Common Units, which will be increased by the U.S. Holder’s share of certain items related to business interest not yet deductible by such U.S. Holder due to applicable limitations on the deductibility of such business interest. The amount of gain or loss recognized by each CCR Public Unitholder in the Merger will vary depending on each unitholder’s particular situation, including the value of the shares of CEIX Common Stock received by each unitholder in the Merger, the adjusted tax basis in the CCR Common Units exchanged by each unitholder in the Merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset a portion of the gain recognized by the unitholder.

Because the value of any shares of CEIX Common Stock received in the Merger will not be known until the Effective Time, a CCR Public Unitholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. In addition, because prior distributions in excess of a CCR Public Unitholder’s allocable share of CCR’s net taxable income decrease the unitholder’s tax basis in its common units, the amount, if any, of the prior excess distributions with respect to such CCR Common Units will, in effect, become taxable income to a unitholder if the aggregate value of the consideration received in the Merger is greater than the unitholder’s adjusted tax basis in its common units, even if the aggregate value of the consideration received in the Merger is less than the unitholder’s original cost basis in its common units. Furthermore, a portion of any gain or loss, which could be substantial, will be separately computed and taxed as ordinary income to the extent attributable to “unrealized receivables,” including depreciation and depletion recapture, or to “inventory items” owned by CCR and its subsidiaries. Consequently, a CCR Public Unitholder may recognize both ordinary income and capital loss upon the exchange of CCR Common Units in the Merger.

For a more complete discussion of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Consequences.” The U.S. federal income tax treatment of owning and disposing of

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shares of CEIX Common Stock received in the Merger will be different than the U.S. federal income tax treatment of owning and disposing of CCR Common Units.

CCR is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income tax. Instead, each CCR Unitholder is required to take into account its respective share of CCR’s items of income, gain, loss and deduction in computing its federal income tax liability, even if no cash distributions are made by CCR to the unitholder. A pro rata distribution of cash by CCR to a CCR Public Unitholder who is a U.S. Holder is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the CCR Public Unitholder’s adjusted tax basis in its CCR Common Units.

In contrast, CEIX is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by CEIX to a stockholder who is a U.S. Holder will generally be included in such U.S. Holder’s income as ordinary dividend income to the extent of CEIX’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles. A portion of the cash distributed to CEIX Stockholders by CEIX after the Merger may exceed CEIX’s current and accumulated earnings and profits. Cash distributions to a CEIX Stockholder who is a U.S. Holder in excess of CEIX’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing the U.S. Holder’s adjusted tax basis in the U.S. Holder’s CEIX Common Stock and, to the extent the cash distribution exceeds the U.S. Holder’s adjusted tax basis, as capital gain from the sale or exchange of such CEIX Common Stock. See “Material U.S. Federal Income Tax Consequences.”

Risks Inherent in an Investment in CEIX

CCR Unitholders will be entitled to different rights as holders of shares of CEIX Common Stock than those to which they are entitled as holders of CCR Common Units.

Following completion of the Merger, CCR Public Unitholders will no longer hold CCR Common Units, and will instead hold shares of CEIX Common Stock. CEIX is a Delaware corporation and CCR is a Delaware limited partnership. There are important differences between the rights of CCR Unitholders and the rights of CEIX Stockholders. See “Comparison of Rights of CEIX Stockholders and CCR Unitholders.”

The market value of shares of CEIX Common Stock could decline if large amounts of such stock are sold following the Merger; the market value of shares of CEIX Common Stock could also decline as a result of issuances and sales of shares of CEIX Common Stock other than in connection with the Merger.

Following the Merger, holders of CCR Public Common Units as of the Effective Time will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Current CEIX Stockholders and former CCR Public Unitholders may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which CEIX Common Stock or CCR Common Units are or were included. If, following the Merger, large amounts of CEIX Common Stock are sold, the price of CEIX Common Stock could decline.

Furthermore, CEIX cannot predict the effect that issuances and sales of shares of CEIX Common Stock, whether taking place before the Merger (subject to the limitations of the Merger Agreement) or after the Merger, including issuances and sales in connection with capital markets transactions, acquisition transactions or other transactions, may have on the market value of shares of CEIX Common Stock. The issuance and sale of substantial amounts of CEIX Common Stock could adversely affect the market value of such common stock.

The Merger may not be accretive to certain financial metrics, which may negatively affect the market price of shares of CEIX Common Stock.

Preliminary financial estimates used in projected accretion may materially change. CEIX may encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the

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Merger or be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in CEIX’s operating earnings per share or decrease or delay the expected effect of the Merger and contribute to a decrease in the price of shares of CEIX Common Stock.

Risks Relating to CEIX’s Business

You should read and consider risk factors specific to CEIX’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of CEIX’s Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of CEIX’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

Risks Relating to CCR’s Business

You should read and consider risk factors specific to CCR’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of CCR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and Part II, Item 1A of CCR’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This consent solicitation statement/proxy statement/prospectus and the information incorporated by reference in this consent solicitation statement/proxy statement/prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Forward-looking statements are based on the current beliefs and assumptions of the management of CEIX and CCR and can often be identified by terms and phrases that include “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “would,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook,” or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements included or incorporated by reference in this consent solicitation statement/proxy statement/prospectus might not occur or might occur to a different extent or at a different time than described. Actual results may differ materially from the current expectations of CEIX and CCR depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in the reports that CEIX and CCR file with the SEC. See “Risk Factors” and “Where You Can Find More Information.” Factors that could have a material adverse effect on operations and future prospects or that could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

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Except as otherwise required by law, neither CEIX nor CCR is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Persons reading this consent solicitation statement/proxy statement/prospectus are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statement is made.

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INFORMATION ABOUT THE COMPANIES

CONSOL Energy Inc.

Headquartered in Canonsburg, Pennsylvania and incorporated in Delaware in 2017, CEIX is a leading, low-cost producer of high-quality bituminous coal, focused on the extraction and preparation of coal in the Appalachian Basin due to its ability to efficiently produce and deliver large volumes of high-quality coal at competitive prices, the strategic location of its mines and the industry experience of its management team.

CEIX Common Stock is listed on the NYSE under the symbol “CEIX.”

Additional information about CEIX is included in the documents incorporated by reference into this consent solicitation statement/proxy statement/prospectus. See “Where You Can Find More Information.”

CEIX’s principal executive offices are located at 1000 CONSOL Energy Drive, Suite 100, Canonsburg, Pennsylvania 15317-6506, and its telephone number is (724) 416-8300.

CONSOL Coal Resources LP and CONSOL Coal Resources GP LLC

CCR is a Delaware limited partnership formed in March 2015 to manage and further develop CEIX’s active coal operations in Pennsylvania.

The CCR Common Units are listed on the NYSE under the symbol “CCR.”

Additional information about CCR is included in the documents incorporated by reference into this consent solicitation statement/proxy statement/prospectus. See “Where You Can Find More Information.”

The General Partner is the general partner of CCR. Its board of directors and executive officers manage CCR. The General Partner is wholly owned by CEIX.

CCR’s and the General Partner’s principal executive offices are located at 1000 CONSOL Energy Drive, Suite 100, Canonsburg, Pennsylvania 15317-6506, and their telephone number is (724) 416-8300.

Transformer LP Holdings Inc.

Holdings is a Delaware corporation and a wholly owned subsidiary of CEIX. Holdings was formed on October 19, 2020 solely for the purpose of effecting the Merger. Holdings has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Holdings’ principal executive offices are located at 1000 CONSOL Energy Drive, Suite 100, Canonsburg, Pennsylvania 15317-6506, and its telephone number is (724) 416-8300.

Transformer Merger Sub LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Holdings. Merger Sub was formed on October 19, 2020 solely for the purpose of effecting the Merger. Upon completion of the Merger, Merger Sub will merge with and into CCR, with CCR surviving as an indirect, wholly owned subsidiary of CEIX. Merger Sub has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub’s principal executive offices are located at 1000 CONSOL Energy Drive, Suite 100, Canonsburg, Pennsylvania 15317-6506, and its telephone number is (724) 416-8300.

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Relationship Between the Parties

As of November 27, 2020, CEIX owned 16,811,818 CCR Common Units, representing approximately 60.7% of the outstanding CCR Common Units, and all of the Incentive Distribution Rights. CEIX also owns 100% of the membership interests of the General Partner, which owns the existing 1.7% general partner interest in CCR. CEIX controls CCR through its direct ownership of the General Partner and certain of the executive officers and directors of the General Partner are also executive officers and/or directors of CEIX.

Except for the Incentive Distribution Rights, which automatically will be canceled immediately prior to the Effective Time for no consideration in accordance with the Partnership Agreement, the limited partner interests in CCR owned by CEIX and its subsidiaries immediately prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in CCR will be converted into a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

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THE CEIX STOCKHOLDER MEETING

Time, Place and Date

Due to ongoing public health considerations associated with COVID-19, the CEIX Stockholder Meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/CEIX2020SM on December 29, 2020 at 9:00 a.m. Eastern Time and you will not be able to be physically present at the CEIX Stockholder Meeting. References to the CEIX Stockholder Meeting in this consent solicitation statement/proxy statement/prospectus are to the CEIX Stockholder Meeting as may be adjourned or postponed from time to time by the Chairman of the CEIX Board, the Chief Executive Officer of CEIX or the chairman of the CEIX Stockholder Meeting in accordance with the CEIX Bylaws.

To participate in the virtual CEIX Stockholder Meeting, you will need the 16-digit control number included on your proxy card or on the VIF that accompanied your proxy materials. The CEIX Stockholder Meeting webcast will begin promptly at 9:00 a.m. Eastern Time on December 29, 2020, and CEIX Stockholders will be able to log in beginning at 8:45 a.m. Eastern Time. We encourage CEIX Stockholders to access the CEIX Stockholder Meeting 15 minutes prior to the start time.

The virtual CEIX Stockholder Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants in the CEIX Stockholder Meeting should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage participants in the CEIX Stockholder Meeting to log on to the live webcast 15 minutes prior to the start time of the meeting and ensure that they can hear streaming audio.

Purpose

At the CEIX Stockholder Meeting, CEIX Stockholders will be asked to vote solely on the following proposals:

The CEIX Board has unanimously, with the exception of Joseph P. Platt, who recused himself from deliberations relating to the Merger, determined that the Merger, the Merger Agreement and the transactions contemplated thereby, including the CEIX Stock Issuance, are in the best interests of CEIX and the CEIX Stockholders, approved the Merger, the Merger Agreement and the transactions contemplated thereby, including the CEIX Stock Issuance, and recommends that the CEIX Stockholders vote FOR the CEIX Stock Issuance Proposal and FOR the CEIX Adjournment Proposal. For more information regarding the recommendations of the CEIX Board, see “The Merger—Approval of the CEIX Board and its Reasons for the Merger.”

CEIX Stockholders should be aware that some of CEIX’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests they may have as CEIX Stockholders. See “The Merger—Interests of Certain Persons in the Merger.”

CEIX Stockholders may also be asked to consider other matters as may properly come before the CEIX Stockholder Meeting. At this time, CEIX knows of no other matters that will be presented for the consideration of the CEIX Stockholders at the CEIX Stockholder Meeting.

Quorum. The holders of a majority of the outstanding shares of CEIX Common Stock entitled to vote, represented at the virtual CEIX Stockholder Meeting or by proxy (by submitting a properly executed proxy card

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or properly submitting your proxy by telephone or Internet) on the record date for the CEIX Stockholder Meeting will constitute a quorum and will permit CEIX to conduct the proposed business at the CEIX Stockholder Meeting. Proxies received but marked as abstentions (if any) will be counted as shares of CEIX Common Stock that are present and entitled to vote for purposes of determining the presence of a quorum. CEIX Stockholders who participate in the virtual CEIX Stockholder Meeting via live webcast on the CEIX Meeting Website will be considered present “in person” for purposes of establishing a quorum and for all other purposes.

Record Date. The CEIX Record Date for determining the holders of shares of CEIX Common Stock entitled to receive notice of, and to vote at, the CEIX Stockholder Meeting and any adjournments or postponements thereof is the close of business on November 27, 2020.

CEIX Common Stock Entitled to Vote. CEIX Stockholders may vote at the CEIX Stockholder Meeting if they owned CEIX Common Stock at the close of business on the CEIX Record Date. CEIX Stockholders may cast one vote for each share of CEIX Common Stock owned on the CEIX Record Date.

Votes Required. Approval of the CEIX Stock Issuance Proposal requires the affirmative vote of a majority of the total votes cast on such proposal, which under NYSE rules includes votes for, votes against and abstentions, with abstentions having the same effect as a vote against the CEIX Stock Issuance Proposal. The approval of the CEIX Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal, which under Delaware law includes votes for and against, but not abstentions.

Abstentions (if any) will have the same effect as votes against the CEIX Stock Issuance Proposal. Abstentions (if any) will have no effect on whether the CEIX Adjournment Proposal is approved. Assuming there is a quorum, failures to vote (if any) will have no effect on the CEIX Stock Issuance Proposal and the CEIX Adjournment Proposal.

CEIX does not expect any broker non-votes at the CEIX Stockholder Meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the CEIX Stock Issuance Proposal and CEIX Adjournment Proposal are each considered non-routine proposals. As a result, no such nominee will be permitted to vote shares of CEIX Common Stock at the CEIX Stockholder Meeting without receiving instructions from the beneficial owner of such shares of CEIX Common Stock.

The directors and executive officers of CEIX beneficially owned, in the aggregate, approximately 1.1% of the outstanding shares of CEIX Common Stock as of November 27, 2020. CEIX believes that the directors and executive officers of CEIX will vote in favor of the CEIX Stock Issuance Proposal and CEIX Adjournment Proposal.

CEIX Common Stock Outstanding. As of November 27, 2020, there were approximately 26,036,362 shares of CEIX Common Stock outstanding and there were approximately 89 holders of record of CEIX Common Stock.

Adjournment. The holders of CEIX Common Stock represented at the virtual CEIX Stockholder Meeting or by proxy may adjourn the CEIX Stockholder Meeting from time to time if there is not a quorum.

Even if a quorum is present, the CEIX Stockholder Meeting could be adjourned in order to provide more time to solicit additional proxies in favor of approval of the CEIX Stock Issuance Proposal if a majority of votes are cast in favor of the CEIX Adjournment Proposal.

In addition, the Merger Agreement requires CEIX to adjourn the CEIX Stockholder Meeting at the request of CCR (but in no event for more than 30 days from the date the CEIX Stockholder Meeting is originally scheduled to convene) (1) to solicit additional proxies in favor of the CEIX Stock Issuance proposal or (2) if a quorum is not present. At the adjourned CEIX Stockholder Meeting, CEIX may transact any business which might have been transacted at the original CEIX Stockholder Meeting.

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Voting Procedures

Voting by CEIX Stockholders. If you are a CEIX Stockholder of record that hold shares of CEIX Common Stock in your own name, you may participate in the virtual CEIX Stockholder Meeting via the CEIX Meeting Website and vote such shares electronically during the virtual CEIX Stockholder Meeting. Alternatively, you may submit a proxy with respect to your shares of CEIX Common Stock using any of the following methods:

If you have timely and properly submitted your proxy, clearly indicated your vote and have not revoked your proxy, your shares of CEIX Common Stock will be voted as indicated. If you have timely and properly submitted your proxy, but have not clearly indicated your vote, your shares of CEIX Common Stock will be voted FOR the CEIX Stock Issuance Proposal and FOR the CEIX Adjournment Proposal.

Revocation. If you are a CEIX Stockholder of record, you may revoke your proxy at any time before polls are closed at the CEIX Stockholder Meeting by:

If you are a beneficial owner of shares of CEIX Common Stock, you may submit new voting instructions by contacting your broker, bank or other holder of record. Your last validly submitted vote is the vote that will be counted. If the CEIX Stockholder Meeting is postponed or adjourned, your proxy will still be good and may be voted at the postponed or adjourned CEIX Stockholder Meeting. You will be able to change or revoke your proxy until it is voted.

Validity. One or more inspectors of election will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of proxies. The determination of such inspector(s) of elections will be final and binding. The CEIX Board has the right to waive any irregularities or conditions as to the manner of voting. CEIX may accept your proxy by any form of communication permitted by applicable law so long as CEIX is reasonably assured that the communication is authorized by you.

Solicitation of Proxies. The accompanying proxy is being solicited by the CEIX Board. CEIX and CCR will each pay one-half of the cost of preparing, printing and mailing the proxy and other materials used in the solicitation of CEIX Stockholders. D.F. King & Co., Inc. has been retained by CEIX to aid in the solicitation of proxies for an initial fee of $15,000 and the reimbursement of out-of-pocket expenses. In addition to the mailing of this consent solicitation statement/proxy statement/prospectus, proxies may also be solicited from CEIX Stockholders by personal interview, telephone, fax or other electronic means, by D.F. King & Co., Inc. in exchange for such fees and by directors and officers and employees of CEIX and its affiliates who provide services to CEIX, who will not receive additional compensation for performing such service. Arrangements also will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of proxy materials to the beneficial owners of shares of CEIX Common Stock held by those persons, and CEIX will reimburse them for any reasonable expenses that they incur.

CEIX Common Stocks Held in Street Name. If your shares of CEIX Common Stock are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of

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your shares of CEIX Common Stock with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares of CEIX Common Stock held in street name by returning a proxy card directly to CEIX. You may vote electronically during the virtual CEIX Stockholder Meeting using the 16-digit control number provided by your bank or broker. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares of CEIX Common Stock on the proposals scheduled to be voted on at the CEIX Stockholder Meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares of CEIX Common Stock. CEIX does not expect any broker non-votes at the CEIX Stockholder Meeting because the rules applicable to banks, brokers and other nominees only provide such nominees with discretionary authority to vote on proposals that are considered routine, whereas the CEIX Stock Issuance Proposal and the CEIX Adjournment Proposal are each considered non-routine proposals. As a result, no such nominee will be permitted to vote shares of CEIX Common Stock at the CEIX Stockholder Meeting without receiving instructions from the beneficial owner of such shares of CEIX Common Stock. Assuming there is a quorum, failures to vote (if any) will have no effect on the outcome of the CEIX Stock Issuance Proposal or the CEIX Adjournment Proposal.

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THE CEIX PROPOSALS

Proposal 1. The CEIX Stock Issuance Proposal (Item 1 on CEIX’s Proxy Card)

At the Effective Time, subject to any applicable withholding tax, (i) the CCR Public Common Units outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration; and (ii) each Partnership LTIP Award will become fully vested and automatically will be converted into the right to receive, with respect to each CCR Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the Incentive Distribution Rights, which automatically will be canceled immediately prior to the Effective Time for no consideration in accordance with the Partnership Agreement, the interests in CCR owned by CEIX and its subsidiaries will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in CCR will be converted into a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity. The Exchange Ratio is fixed and will not be adjusted to reflect stock price changes prior to closing. In addition, at the Effective Time, unless otherwise determined by the CEIX Board, CEIX will assume the outstanding unused unit reserve under the Partnership Long-Term Incentive Plan (as adjusted to reflect the Exchange Ratio) for the purposes of making future grants related to shares of CEIX Common Stock under CEIX’s equity incentive plans.

Under the NYSE Listed Company Manual, a company listed on the NYSE is required to obtain stockholder approval prior to the issuance of common stock (or securities convertible into or exercisable for common stock) in any transaction or series of related transactions if the number of shares of common stock to be issued (including any shares of common stock underlying securities convertible into or exercisable for common stock) is equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. If the Merger is completed, it is currently estimated that CEIX will issue approximately 7,965,861 million shares of CEIX Common Stock in connection with the Merger, representing approximately 23.4% of the outstanding CEIX Common Stock. Since the aggregate number of shares of CEIX Common Stock to be issued in connection with the Merger will exceed 20% of the number of shares of CEIX Common Stock outstanding before such issuance, CEIX must obtain the approval of the CEIX Stockholders for the CEIX Stock Issuance.

CEIX is asking the CEIX Stockholders to approve the CEIX Stock Issuance Proposal. The issuance of the shares of CEIX Common Stock is necessary to effect the Merger and the approval of the CEIX Stock Issuance Proposal is required for completion of the Merger and is a condition to the completion of the Merger.

THE CEIX BOARD UNANIMOUSLY (WITH THE EXCEPTION OF JOSEPH P. PLATT, WHO RECUSED HIMSELF FROM DELIBERATIONS RELATING TO THE MERGER) RECOMMENDS A VOTE “FOR” THE CEIX STOCK ISSUANCE PROPOSAL (ITEM 1 ON CEIX’S PROXY CARD).

Proposal 2. The CEIX Adjournment Proposal (Item 2 on CEIX’s Proxy Card)

The CEIX Stockholder Meeting may be adjourned to another time or place from time to time, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the CEIX Stockholder Meeting to approve the CEIX Stock Issuance Proposal.

If, at the CEIX Stockholder Meeting, the number of shares of CEIX Common Stock present or represented and voting in favor of the CEIX Stock Issuance Proposal is insufficient to approve the CEIX Stock Issuance Proposal, CEIX intends to adjourn the CEIX Stockholder Meeting from time to time in order to enable the CEIX Board to solicit additional proxies.

In the CEIX Adjournment Proposal, CEIX is asking the CEIX Stockholders to authorize the holder of any proxy solicited by the CEIX Board to vote in favor of granting authority to the proxy holders, and each of them individually, to adjourn the CEIX Stockholder Meeting to another time and place from time to time for the

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purpose of soliciting additional proxies. If the CEIX Stockholders approve the CEIX Adjournment Proposal, CEIX could adjourn the CEIX Stockholder Meeting and any adjourned session of the CEIX Stockholder Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from CEIX Stockholders who have previously voted.

THE CEIX BOARD UNANIMOUSLY (WITH THE EXCEPTION OF JOSEPH P. PLATT, WHO RECUSED HIMSELF FROM DELIBERATIONS RELATING TO THE MERGER) RECOMMENDS A VOTE “FOR” THE CEIX ADJOURNMENT PROPOSAL (ITEM 2 ON CEIX’S PROXY CARD).

Other Matters to Come Before the CEIX Stockholder Meeting

No other matters are intended to be brought before the CEIX Stockholder Meeting, and CEIX does not know of any matters to be brought before the CEIX Stockholder Meeting by others. If, however, any other matters properly come before the CEIX Stockholder Meeting, the persons named in the proxy will vote the shares of CEIX Common Stock represented thereby at the discretion of the proxy holder on any such matter.

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WRITTEN CONSENTS OF CCR LIMITED PARTNERS

CCR Limited Partner Interests Entitled to Consent and Consent Required

Only CCR Limited Partners of record at the close of business on November 27, 2020, the CCR Record Date, will be notified of and be entitled to execute and deliver a written consent with respect to the approval of the Merger and the adoption of the Merger Agreement. The approval of the Merger and the adoption of the Merger Agreement require the affirmative vote or written consent of the holders of a majority of the outstanding CCR Common Units.

Pursuant to the terms of the Support Agreement, CEIX has irrevocably and unconditionally agreed to deliver the Written Consent within two business days following the effectiveness of the registration statement of which this consent solicitation statement/proxy statement/prospectus forms a part. As of November 27, 2020, CEIX beneficially owned 16,811,818 CCR Common Units, representing approximately 60.7% of the outstanding CCR Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the CCR Limited Partners.

Submission of Consents

CCR Limited Partners of record at the close of business on the CCR Record Date may consent to the approval of the Merger and the adoption of the Merger Agreement with respect to their CCR Common Units by completing, dating and signing the written consent furnished with this consent solicitation statement/proxy statement/prospectus and returning it in the postage-paid envelope CCR provides or by mailing the written consent to CONSOL Coal Resources LP, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or by submitting a written consent online by visiting www.proxyvote.com and following the instructions described therein. If you do not return your written consent, it will have the same effect as a vote against the approval of the Merger and the adoption of the Merger Agreement and the transactions contemplated thereby.

Upon the later of (i) 11:59 p.m. (Eastern Time) on December 29, 2020 and (ii) the date on which the consents of a sufficient number of CCR Common Units to approve the Merger and the adoption of the Merger Agreement have been delivered to Broadridge, the consent process will conclude. The delivery of the Written Consent will be sufficient to approve the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the CCR Limited Partners.

Revocation of Consents

You may revoke or change your consent by mailing a notice of revocation or a new written consent with a later date to CONSOL Coal Resources LP, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, or by submitting a new written consent online by visiting www.proxyvote.com and following the instructions described therein, in each case, that is received by the later of (i) 11:59 p.m. (Eastern Time) on December 29, 2020 and (ii) the date on which the consents of a sufficient number of CCR Common Units to approve the Merger and the adoption of the Merger Agreement have been delivered to Broadridge.

Expenses

CEIX and CCR will each pay one-half of the cost of printing and mailing these consent materials to the CCR Limited Partners.

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THE MERGER

General

On October 22, 2020, CEIX, Holdings, Merger Sub, CCR and the General Partner entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into CCR, with CCR surviving as an indirect, wholly owned subsidiary of CEIX.

Pursuant to the Merger Agreement, at the Effective Time, subject to any applicable withholding tax, (i) each outstanding CCR Public Common Unit immediately prior to the Effective Time will be converted into the right to receive 0.73 of a share of CEIX Common Stock and (ii) each outstanding Partnership LTIP Award, whether vested or not vested, will become fully vested and automatically will be converted into the right to receive, with respect to each CCR Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights).

Except for the Incentive Distribution Rights, which automatically will be canceled immediately prior to the Effective Time for no consideration, the limited partner interests in CCR owned by CEIX and its subsidiaries will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in CCR will be converted into a non-economic general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity. No fractional shares of CEIX Common Stock will be issued in the Merger; instead, all fractional shares of CEIX Common Stock to which a CCR Public Unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of CEIX Common Stock. Existing CEIX Stockholders will continue to own their existing CEIX Common Stock following completion of the Merger.

Completion of the Merger requires the approval of the CEIX Stock Issuance Proposal by the affirmative vote of a majority of votes cast by the CEIX Stockholders at the CEIX Stockholder Meeting, in accordance with the rules of the NYSE. The approval of the Merger and the adoption of the Merger Agreement requires the affirmative consent of a majority of the outstanding CCR Common Units.

Pursuant to the terms of the Support Agreement, CEIX has irrevocably and unconditionally agreed to deliver the Written Consent within two business days following the effectiveness of the registration statement of which this consent solicitation statement/proxy statement/prospectus forms a part. As of November 27, 2020, CEIX beneficially owned 16,811,818 CCR Common Units, which represents approximately 60.7% of the outstanding CCR Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the CCR Limited Partners.

Background of the Merger

CEIX management, together with the CEIX Board, and management of the General Partner, together with the GP Board, regularly review operational and strategic opportunities to increase value for CEIX’s and CCR’s respective investors. In connection with these reviews, the parties have, from time to time, evaluated potential transactions that would further their respective strategic objectives. Since the separation of CEIX from CNX Resources Corporation in November 2017, CEIX and CCR have considered ways to simplify the governance structure of the combined enterprise and to better position the combined enterprise to attract capital. Among other things, CEIX and CCR have considered the external environment for master limited partnerships (“MLPs”) generally, and for CCR specifically, including the general inaccessibility of equity capital markets and the growing inaccessibility of debt capital markets for non-investment grade companies, the increased desire of investors for companies legally structured as traditional corporations, the passage of the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”), which lowered the U.S. federal corporate income tax rate from 35% to 21% and thereby reduced the tax benefits of the MLP pass-through structure, and the perceived effects of such market

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dynamics on the trading prices for shares of CEIX Common Stock and CCR Common Units. These market trends have led to numerous transactions involving MLPs, including buy-ins of MLPs by their corporate sponsors, acquisitions of MLPs by third parties, conversions of MLPs to corporations for income tax and state law purposes and simplifications of MLPs in which incentive distribution rights are modified or eliminated to improve the MLP’s cost of capital. These transactions have resulted in a significant reduction in the number of outstanding MLPs and a greater reduction in the number of outstanding MLPs with incentive distribution rights.

In connection with CEIX’s review of operational and strategic opportunities, on May 8, 2018, the CEIX Board approved the creation of a special committee consisting of William P. Powell (the “Special Committee”) to negotiate and/or approve potential transactions with CCR. Periodically from 2018 through early 2019, CEIX management, with the assistance of CEIX’s legal and financial advisors, Latham & Watkins LLP (“Latham”) and Credit Suisse, respectively, explored potential structures and transaction opportunities to simplify or eliminate the MLP structure and evaluated general economic conditions and industry trends. Ultimately, CEIX management determined not to pursue a transaction at such time.

Given the challenges associated with the ongoing COVID-19 pandemic and global economic conditions, each of which increased pressure on the MLP model, CEIX management resumed discussions in June 2020 with Latham and Credit Suisse regarding a potential transaction to simplify or eliminate the MLP structure. CEIX management discussed with Latham and Credit Suisse various considerations related to a potential transaction, including, among other things, (i) recent and growing challenges to the coal industry, (ii) the weak equity price performance of publicly traded MLPs, (iii) factors affecting CEIX, CCR, the consolidated enterprise and the industry in which they operate, (iv) potential opportunities and considerations associated with CEIX’s and CCR’s near-term growth prospects, and (v) the commodity price environment, including the significant and continuing volatility in the prices of coal, the inherent uncertainties and difficulties in predicting the impact thereof and the potential commercial, strategic and financial implications of commodity prices generally. As part of these discussions, the parties reviewed certain potential strategic alternatives (including CEIX acquiring all of the outstanding CCR Public Common Units) and related potential benefits and considerations. CEIX management also discussed certain objectives for CEIX and CCR, including the need to continue to focus on capital investment efficiency, increased cost management, and identifying and pursuing certain strategic opportunities that would better position CEIX and CCR for the potential of an extended period of low commodity prices.

With this market backdrop and in an effort to reduce CCR’s cost of capital, further align the interests of CEIX Stockholders with CCR Unitholders and respond to market trends that disfavored MLPs (particularly those with incentive distribution rights), on July 28, 2020, at a special meeting of the Special Committee, CEIX management presented the Special Committee with an overview of its evaluation of a potential merger transaction pursuant to which CEIX would acquire all of the outstanding CCR Public Common Units (the “Proposed Transaction”). CEIX management and the Special Committee then discussed the benefits and considerations of initiating discussions regarding the Proposed Transaction with the GP Board. Following such discussions, the Special Committee authorized and directed CEIX management to, among other things, further evaluate the Proposed Transaction with the assistance of CEIX’s legal and financial advisors.

On July 29, 2020, consistent with the directives of the Special Committee and in order to provide adequate time for the Conflicts Committee to engage advisors, CEIX management informed the GP Board that CEIX was considering the Proposed Transaction, and that the delivery of a proposal to the Conflicts Committee in respect of the Proposed Transaction could be forthcoming.

On July 30, 2020, Mr. Wallace contacted a representative of Sidley Austin LLP (“Sidley”) to discuss engaging Sidley as legal counsel to represent the Conflicts Committee, when constituted and authorized to consider the Proposed Transaction.

On August 14, 2020, Mr. Wallace contacted a representative of Intrepid to discuss engaging Intrepid to advise the Conflicts Committee, when constituted and authorized to consider the Proposed Transaction.

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On August 17, 2020, at a meeting of the Special Committee attended by representatives of CEIX management and Credit Suisse, CEIX management discussed with the Special Committee and Credit Suisse the prospect of proposing an “at market,” share-for-unit merger transaction to the GP Board and certain related considerations with respect thereto. Following such discussion, the Special Committee determined to propose an “at market,” share-for-unit merger transaction to the GP Board, with the acknowledgment that a definitive exchange ratio would be proposed at a later date.

On August 18, 2020, at the request of the Special Committee, Latham sent a draft confidentiality agreement (the “Confidentiality Agreement”) with respect to the Proposed Transaction to Sidley, the Conflicts Committee’s legal counsel.

Later on August 18, 2020, Mr. William P. Powell, on behalf of the Special Committee, sent a non-binding, preliminary proposal (the “Initial Proposal”) to the GP Board setting forth the terms of the Proposed Transaction pursuant to which CEIX would acquire all of the outstanding CCR Public Common Units in an “at market,” share-for-unit merger transaction that would result in CCR becoming a wholly owned subsidiary of CEIX. CEIX noted in the Initial Proposal that it would provide a definitive exchange ratio for the GP Board’s consideration in the near future. CEIX also indicated in the Initial Proposal that it believed a combination of CEIX and CCR was in the best interests of both CEIX Stockholders and CCR Unitholders because, among other things, (i) the MLP market continued to face significant challenges, including limited access to liquidity through equity and debt capital markets for small- and micro-cap partnerships with non-investment grade ratings, (ii) the transaction was expected to optimize value for CEIX and CCR investors by creating a single, unified public company focused on operational efficiency, while simultaneously eliminating the burdens and costs associated with operating two standalone public companies, (iii) the transaction was expected to provide enhanced strategic and financial flexibility to pursue acquisition and consolidation opportunities within the coal industry and improve the consolidated credit profile of the combined company, (iv) the combined company was expected to offer improved trading liquidity by increasing access to a larger population of investors who prefer to invest in corporations and by increasing the public float and market capitalization of the combined company and (v) CCR Unitholders were expected to benefit from enhanced governance rights through participation in a traditional corporate governance structure.

On August 19, 2020, the GP Board, by unanimous written consent, adopted resolutions confirming Messrs. Greenwood, Sandman and Wallace as members of the Conflicts Committee in accordance with the requirements of the Partnership Agreement and authorizing the Conflicts Committee to (i) consider, review, evaluate and analyze any potential conflicts between the General Partner and its affiliates, on the one hand, and CCR and the CCR Public Unitholders, on the other hand, arising in connection with the Proposed Transaction and certain related agreements and arrangements (the “Related Arrangements”), (ii) consider, review, evaluate and analyze the terms and conditions of the Proposed Transaction and the Related Arrangements on behalf of CCR and the CCR Public Unitholders, (iii) negotiate the terms and conditions of the Proposed Transaction and the Related Arrangements on behalf of CCR and the CCR Public Unitholders, (iv) determine whether or not the Proposed Transaction and the Related Arrangements are in the best interests of CCR and the CCR Public Unitholders and (v) determine whether or not to approve, and whether or not to recommend that the GP Board approve the Proposed Transaction and the Related Arrangements (including that the GP Board recommend approval by the CCR Limited Partners of the Proposed Transaction), with any such approval by the Conflicts Committee constituting “Special Approval” for all purposes under the Partnership Agreement.

Between August 19, 2020 and August 20, 2020, the parties negotiated and clarified the terms of the Confidentiality Agreement and, on August 20, 2020, CEIX and CCR executed the Confidentiality Agreement.

On August 21, 2020, the Conflicts Committee met with representatives of Sidley to discuss preliminary considerations with respect to the Initial Proposal. The Conflicts Committee reviewed Sidley’s qualifications to serve as the Conflicts Committee’s legal advisor in connection with the Proposed Transaction and, after review

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of such qualifications, unanimously approved and ratified the engagement of Sidley because of Sidley’s knowledge, expertise and experience with respect to public merger and acquisition transactions, involvement in complex transactions involving publicly traded partnerships and because of Sidley’s performance during a prior representation of the Conflicts Committee. Representatives of Sidley and the Conflicts Committee discussed the engagement of an independent financial advisor that would assist the Conflicts Committee in its evaluation of the Proposed Transaction. After discussing and considering Intrepid’s capabilities and experience in connection with similar transactions, the Conflicts Committee unanimously approved the engagement of Intrepid to act as the Conflicts Committee’s financial advisor with respect to the Proposed Transaction based on Intrepid’s experience with public mergers and acquisitions, complex transactions involving publicly traded partnerships and engagements with conflicts committees in general. The Conflicts Committee and its advisors then reviewed the Initial Proposal and determined to acknowledge receipt but not otherwise commence negotiations until the CEIX Special Committee provided a definitive exchange ratio. Later on August 21, 2020, Mr. Wallace, in his capacity as Chairman of the Conflicts Committee, sent a letter to the Special Committee acknowledging receipt of the Initial Proposal and requesting that CEIX provide a definitive exchange ratio for the Conflicts Committee’s consideration. In the response letter, the Conflicts Committee also notified CEIX that the GP Board had delegated full power and authority to the Conflicts Committee to consider and negotiate the terms and conditions of the Proposed Transaction and that the Conflicts Committee had engaged Sidley and Intrepid as its outside legal and financial advisors.

On August 25, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to discuss preliminary due diligence matters, and the Conflicts Committee instructed Intrepid to coordinate with CEIX’s financial advisors regarding business due diligence. Later on August 25, 2020, at the direction of the Conflicts Committee and the CEIX Board, Intrepid, Citi (which CEIX had engaged as a co-financial advisor) and Credit Suisse discussed certain financial, operational and commercial matters relating to CEIX and CCR.

On August 26, 2020, the CEIX Board, by unanimous written consent (with the exception of Joseph P. Platt, who, because he sits on the board of directors of an affiliate of Greenlight Capital Inc., a significant unitholder of CCR, recused himself from deliberations relating to the Merger), adopted resolutions (i) appointing Sophie Bergeron as an additional member of the Special Committee, (ii) delegating to the Special Committee the full power and authority of the CEIX Board to consider, review, evaluate and analyze the Proposed Transaction and other transactions with CCR and the terms and conditions thereof and (iii) ratifying all acts and deeds performed members of the Special Committee prior to such date by relating to the Proposed Transaction.

Throughout August and September 2020, CEIX management, with the assistance of CEIX’s outside advisors, continued to evaluate the rationale for, and potential benefits and certain other considerations relating to, the Proposed Transaction, including regularly reviewing the relative trading performance of shares of CEIX Common Stock and CCR Common Units on the NYSE and preparing draft documentation with respect to the Proposed Transaction.

On August 31, 2020, representatives of Sidley sent a due diligence request to Latham enumerating the various materials requested in connection with its review and evaluation of the Proposed Transaction. Intrepid and Sidley continued their ongoing financial and legal analyses, respectively, and due diligence review of the Proposed Transaction through the signing date of the Merger Agreement.

On the morning of September 2, 2020, the Conflicts Committee held a meeting with representatives of Sidley to review the Conflicts Committee members’ legal duties in connection with, and best practices for, carrying out their evaluation, negotiations and review process in respect of the Proposed Transaction. Later on September 2, 2020, at CEIX’s direction, representatives of Credit Suisse delivered to representatives of Intrepid financial projections for each of CEIX and CCR prepared by CEIX management (in CEIX’s individual capacity and in its capacity as the sole member of the General Partner) (the “Financial Projections”).

On September 4, 2020, CEIX management held a telephonic meeting attended by representatives of CEIX’s and the Conflicts Committee’s respective legal and financial advisors to discuss the Financial Projections.

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On September 11, 2020, CEIX management conducted another telephonic meeting attended by the Conflicts Committee and representatives of CEIX’s and the Conflicts Committee’s respective legal and financial advisors with respect to the Proposed Transaction. Among other things, CEIX management presented: (i) its rationale for, and considerations with respect to, the Proposed Transaction; (ii) an overview of the business, operations and financial information of CEIX and CCR; (iii) a summary of CEIX’s and CCR’s marketing strategy and sales portfolio; and (iv) a description of recent trends in, and projections for, the coal industry.

On September 17, 2020, at a meeting of the Special Committee attended by representatives of CEIX management and CEIX’s legal and financial advisors, CEIX’s financial advisors and CEIX management discussed certain market and financial information relating to the Proposed Transaction. Following additional discussion, the Special Committee decided to propose to the Conflicts Committee a fixed exchange ratio of 0.660 of a share of CEIX Common Stock per CCR Common Unit.

Later on September 17, 2020, Mr. Powell, on behalf of the Special Committee, sent a letter to the Conflicts Committee acknowledging receipt of the Conflicts Committee’s request for a definitive exchange ratio and proposing, in response, a fixed exchange ratio of 0.660 of a share of CEIX Common Stock per CCR Common Unit (the “September 17 Proposal”). The letter further reaffirmed CEIX’s reasons for the Proposed Transaction.

On September 21, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to discuss the September 17 Proposal and possible counterproposals. During the meeting, Intrepid presented its preliminary financial analyses in connection with the September 17 Proposal.

On September 24, 2020, the Conflicts Committee, together with its legal and financial advisors, held a due diligence call with CEIX management (with CEIX’s legal and financial advisors also attending) regarding certain matters related to CEIX’s and CCR’s business, assets and liabilities.

On September 30, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to continue to discuss the September 17 Proposal and possible counterproposals. During the meeting, Intrepid presented its updated financial analyses in connection with the September 17 Proposal. During the presentation, the Conflicts Committee asked, and representatives of Intrepid answered, questions with respect to Intrepid’s financial analyses and requested that Intrepid perform certain additional financial analyses.

On October 2, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to continue to discuss the September 17 Proposal and possible counterproposals and to review the additional financial analyses that were requested on September 30. During the meeting, Intrepid presented an updated financial analyses in connection with the September 17 Proposal. Following additional discussion with Intrepid and Sidley, the Conflicts Committee agreed that it would deliver a counterproposal that reflected a fixed exchange ratio of 0.850 of a share of CEIX Common Stock per CCR Common Unit.

Later on October 2, 2020, Mr. Wallace, in his capacity as Chairman of the Conflicts Committee, sent a letter to the Special Committee proposing a fixed exchange ratio of 0.850 of a share of CEIX Common Stock per CCR Common Unit (the “October 2 Proposal”).

On October 7, 2020, at a special meeting of the Special Committee attended by representatives of CEIX management and CEIX’s legal and financial advisors, the parties discussed the October 2 Proposal, potential counterproposals and the terms of the then-current draft of the Merger Agreement. Following such discussion, the Special Committee authorized Latham to send a draft of the Merger Agreement to Sidley. Later that day, Mr. Powell, on behalf of the Special Committee, sent a letter to the Conflicts Committee proposing a fixed exchange ratio of 0.690 of a share of CEIX Common Stock per CCR Common Unit (the “October 7 Proposal”).

Also on October 7, 2020, Latham, on behalf of CEIX, distributed an initial draft of the Merger Agreement to Sidley. The draft Merger Agreement, among other things: (i) provided that the obligations of CEIX and CCR to

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consummate the Merger would be conditioned on, among other things, obtaining the approval of the CEIX Stock Issuance by the affirmative vote of a majority of votes cast by the CEIX Stockholders at the CEIX Stockholder Meeting and the approval of the Merger and the adoption of the Merger Agreement by the holders of a majority of the outstanding CCR Common Units (including CCR Common Units owned by CEIX), voting as a single class, acting by written consent; (ii) included substantially reciprocal representations and warranties; (iii) included a “fiduciary out” provision that would permit the CEIX Board to change its recommendation to the CEIX Stockholders to approve the CEIX Stock Issuance and related provisions that would permit CEIX to terminate the Merger Agreement following such a change of recommendation upon payment of a termination fee (the “fiduciary out termination provisions”); and (iv) provided for expense reimbursement and a termination fee under specified circumstances.

On October 8, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to discuss the October 7 Proposal and possible counterproposals. During the meeting, Intrepid presented its updated financial analyses in connection with the October 7 Proposal. Sidley reported to the Conflicts Committee that they had received an initial draft of the Merger Agreement from Latham, which they were reviewing. Following additional discussion with Intrepid and Sidley, the Conflicts Committee agreed to deliver a counterproposal to the October 7 Proposal that reflected a fixed exchange ratio of 0.800 of a share of CEIX Common Stock per CCR Common Unit.

On October 9, 2020, Mr. Wallace, in his capacity as Chairman of the Conflicts Committee, sent a letter to the Special Committee proposing a fixed exchange ratio of 0.800 of a share of CEIX Common Stock per CCR Common Unit (the “October 9 Proposal”). Later on October 9, 2020, representatives of Intrepid, on behalf of the Conflicts Committee, discussed with CEIX’s financial advisors the Conflicts Committee’s rationale for the exchange ratio reflected in the October 9 Proposal.

On October 10, 2020, Latham and Sidley corresponded regarding the effects of the Proposed Transaction on the existing indebtedness of CEIX and CCR and certain tax considerations with respect to the Proposed Transaction.

On October 12, 2020, CEIX and CCR issued a joint press release announcing several value-enhancing transactions intended to bolster liquidity and financial flexibility.

On October 14, 2020, at a special meeting of the Special Committee attended by representatives of CEIX management and CEIX’s legal and financial advisors, the parties discussed the October 9 Proposal and potential counterproposals and CEIX’s financial advisors updated the Special Committee regarding the Conflicts Committee’s stated rationale for the exchange ratio reflected in the October 9 Proposal as relayed by Intrepid. Later that day, at the direction of the Special Committee, CEIX’s financial advisors contacted Intrepid to inform Intrepid of the Special Committee’s proposed fixed exchange ratio of 0.720 of a share of CEIX Common Stock per CCR Common Unit (the “October 14 Proposal”).

Later on October 14, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to discuss the October 14 Proposal, potential counterproposals and the Merger Agreement. During the meeting, Intrepid presented its updated financial analyses in connection with the October 14 Proposal. Sidley then provided an initial overview of the Merger Agreement, highlighting certain provisions, including the fiduciary out termination provisions. Following additional discussion with its advisors, the Conflicts Committee agreed to continue to negotiate for a higher exchange ratio. The Conflicts Committee discussed various potential counterproposals, but ultimately agreed instead to ask CEIX to respond with an improved proposal. Later that day, Mr. Wallace, in his capacity as Chairman of the Conflicts Committee, informed Mr. Powell that the Conflicts Committee could not support the October 14 Proposal and asked that CEIX improve its proposal. Mr. Powell explained that CEIX was constrained in its ability to do so, but told Mr. Wallace that he would call a meeting of the Special Committee to consider the Conflicts Committee’s request.

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Following such discussion, the Special Committee met with representatives of CEIX management and CEIX’s legal and financial advisors, at which time Mr. Powell provided an update regarding his discussions with Mr. Wallace. Following discussion, the Special Committee determined that it would require a revised draft of the Merger Agreement reflecting comments made on behalf of the Conflicts Committee to more fully evaluate the Conflicts Committee’s request for an improved exchange ratio proposal.

On October 15, 2020, Mr. Powell informed Mr. Wallace that the Special Committee would require a revised draft of the Merger Agreement reflecting comments made on behalf of the Conflicts Committee before engaging in further negotiations regarding the exchange ratio. Mr. Wallace confirmed that the Conflicts Committee would consider Mr. Powell’s request.

Later on October 15, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley, at which time Mr. Wallace provided an update regarding his discussions with Mr. Powell. Following discussion, Sidley confirmed they could provide a detailed review of the Merger Agreement the following day and the Conflicts Committee agreed to provide CEIX with a revised draft of the Merger Agreement promptly following Sidley’s review.

On October 15 and October 16, 2020, Sidley conducted several due diligence calls with representatives of CEIX management and Latham regarding various matters related to CEIX’s business, assets and liabilities.

On the morning of October 16, 2020, Mr. Wallace informed Mr. Powell that the Conflicts Committee would provide comments to the Merger Agreement as requested. Later on October 16, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to review the draft Merger Agreement. Representatives of Sidley provided a detailed summary of the draft Merger Agreement and discussed proposed comments, including removing the fiduciary out termination provisions. Following discussion with its advisors, the Conflicts Committee authorized Sidley to send Latham a revised draft of the Merger Agreement that reflected the comments discussed at such meeting.

On October 17, 2020, Sidley, on behalf of the Conflicts Committee, sent a revised draft of the Merger Agreement to Latham. Among other things, the revised draft of the Merger Agreement reflected: (i) the addition of representations and warranties relating to the business and operations of each of CEIX and CCR; (ii) the removal of the fiduciary out termination provisions; (iii) the removal of certain restrictions on CCR’s business during the period between execution of the Merger Agreement and closing of the Proposed Transaction (the “Interim Period”), including with respect to CCR’s ability to make capital expenditures, incur or refinance indebtedness and increase the compensation, severance and other benefits of current or former directors, officers and employees of CCR; (iv) the addition of certain restriction on CEIX’s business during the Interim Period, including with respect to CEIX’s ability to make material changes in its financial accounting methods, principles or practices other than as may be required by generally accepted accounting principles in the United States (“GAAP”) or applicable law; (v) the addition of a unilateral right for the Conflicts Committee to enforce CCR’s termination right without the consent of the GP Board; and (vi) the addition of an obligation on the part of CEIX to reimburse CCR’s expenses if CEIX failed to obtain shareholder approval of the CEIX Stock Issuance.

On October 19, 2020, Latham, on behalf of the Conflicts Committee, sent a revised draft of the Merger Agreement to Sidley. Among other things, the revised draft of the Merger Agreement reflected: (i) an outside date for completion of the Proposed Transaction of six months after execution of the Merger Agreement; (ii) a cap of $3.5 million on the expense reimbursement obligation under specified circumstances of each of CEIX and CCR; and (iii) the reinsertion of the fiduciary out termination provisions. Also on October 19, 2020, Latham, on behalf of the Special Committee, sent a draft of the Support Agreement to Sidley pursuant to which CEIX would irrevocably and unconditionally agree to deliver a written consent, covering all of the CCR Common Units beneficially owned by CEIX, approving the Merger, the adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement within two business days following the effectiveness of the registration statement of which this consent solicitation statement/proxy statement/prospectus forms a part.

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On October 20, 2020, at a special meeting of the Special Committee attended by representatives of CEIX management and CEIX’s legal and financial advisors, the parties discussed the October 14 Proposal, potential counterproposals, including discussing a range of exchange ratios within which Mr. Powell would be authorized to agree on behalf of the Special Committee, and the terms of the then-current draft of the Merger Agreement. Later on October 20, 2020, Mr. Powell, on behalf of the Special Committee, contacted Mr. Wallace and proposed a fixed exchange ratio of 0.725 of a share of CEIX Common Stock per CCR Common Unit and also indicated that CEIX would agree to remove from the draft Merger Agreement the fiduciary out termination provisions if CCR agreed to such exchange ratio (the “First October 20 Proposal”).

Later on October 20, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to discuss the First October 20 Proposal and possible counterproposals and to review the revised draft of the Merger Agreement. Sidley first discussed with the Conflicts Committee the expected tax consequences to holders of CCR Common Units of the Proposed Transaction. Sidley then discussed the progress that had been made on the Merger Agreement, but noted to the Conflicts Committee that CEIX had not removed the fiduciary out termination provisions. After a discussion with its advisors, the Conflicts Committee agreed to continue to negotiate for a higher exchange ratio and for the removal of the fiduciary out termination provisions from the Merger Agreement. Following additional discussion, the Conflicts Committee agreed to deliver to CEIX a counterproposal of a fixed exchange ratio of 0.750 of a share of CEIX Common Stock per CCR Common Unit, contingent on the removal of the fiduciary out termination provisions from the Merger Agreement.

After the meeting, Mr. Wallace called Mr. Powell to convey the counterproposal of a fixed exchange ratio of 0.750 of a share of CEIX Common Stock per CCR Common Unit. In response, Mr. Powell stated that the Special Committee could not agree to a fixed exchange ratio of 0.750 of a share of CEIX Common Stock per CCR Common Unit, but told Mr. Wallace that the Special Committee would be supportive of a fixed exchange ratio of 0.730 of a share of CEIX Common Stock per CCR Common Unit, consistent with the range authorized by the Special Committee earlier that day.

Later that day, Mr. Powell updated the Special Committee, CEIX management and CEIX’s legal and financial advisors regarding his discussion with Mr. Wallace. Following discussion, Mr. Powell contacted Mr. Wallace and proposed a best and final fixed exchange ratio of 0.730 of a share of CEIX Common Stock per CCR Common Unit (the “Second October 20 Proposal”). Mr. Wallace indicated in response that he would discuss the proposal with the other members of the Conflicts Committee and CCR’s advisors.

On the evening of October 20, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley to discuss the Second October 20 Proposal and possible counterproposals. During the meeting, Intrepid presented its updated financial analyses in connection with the Second October 20 Proposal. Following additional discussion, the Conflicts Committee agreed to accept the Second October 20 Proposal of a fixed exchange ratio of 0.730 of a share of CEIX Common Stock per CCR Common Unit, contingent upon CEIX also agreeing to remove of the fiduciary out termination provisions from the Merger Agreement. After the meeting, Mr. Wallace contacted Mr. Powell and confirmed that the Conflicts Committee was willing to proceed with the Proposed Transaction at a fixed exchange ratio of 0.730 of a share of CEIX Common Stock per CCR Common Unit, provided that CEIX would agree to remove the fiduciary out termination provisions, to which Mr. Powell agreed.

Later that evening, Sidley, on behalf of the Conflicts Committee, sent a revised draft of the Merger Agreement to Latham. Among other things, the revised draft of the Merger Agreement reflected the removal of the fiduciary out termination provisions. Also on October 20, 2020, Sidley, on behalf of the Conflicts Committee, sent a revised draft of the Support Agreement to Latham reflecting minimal clarifying changes. That same day, Sidley conducted a legal due diligence call with representatives of CEIX management and its advisors, including Latham, to resolve outstanding due diligence matters.

On October 21, 2020, Latham delivered to Sidley a draft of the disclosure schedules relating to the Merger Agreement.

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Also on October 21, 2020, at a special meeting of the CEIX Board attended by representatives of CEIX management and CEIX’s legal and financial advisors, the Special Committee and CEIX management provided an update to the full CEIX Board regarding the Proposed Transaction, the rationale for, and potential benefits and certain considerations relating to, the Proposed Transaction, the recent trading price of shares of CEIX Common Stock and CCR Common Units on the NYSE and the proposed communications strategy with respect to the Proposed Transaction. Citi and Credit Suisse then reviewed with the CEIX Board their respective preliminary financial analyses relating to the Proposed Transaction. Latham reviewed the fiduciary duties of the members of the CEIX Board in considering the Proposed Transaction and provided an overview of the principal legal terms of the Merger Agreement. After discussion, the CEIX Board decided to reconvene after the CEIX Board had additional time to consider the information presented and once the terms of the Merger Agreement were substantially final to determine whether to approve the Proposed Transaction on the terms set forth therein. Mr. Platt recused himself from all deliberations relating to the Proposed Transaction at this meeting.

On October 22, 2020, Latham, on behalf of the Special Committee, sent a revised draft of the Merger Agreement to Sidley reflecting minimal clarifying changes.

Also on October 22, 2020, at a special meeting of the CEIX Board attended by representatives of CEIX management and CEIX’s legal and financial advisors, the CEIX Board reviewed the final terms of the Merger. At this meeting, representatives of Latham reviewed the fiduciary duties of the members of the CEIX Board in respect of the Proposed Transaction and reviewed the principal legal terms of the Merger Agreement, focusing primarily on the updates from the drafts reviewed with the CEIX Board on October 21, 2020. Also at this meeting, Citi and Credit Suisse reviewed with the CEIX Board their respective financial analyses of the Exchange Ratio and each separately rendered an oral opinion, confirmed by delivery of a written opinion dated October 22, 2020, to the CEIX Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in the opinion, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to CEIX. Additionally, the CEIX Board discussed the potential market reaction to the Proposed Transaction and the perceived benefits of, and certain other considerations relating to, the Merger. After discussion, the CEIX Board, by unanimous vote, with the exception of Joseph P. Platt, who recused himself from deliberations relating to the Merger, (i) determined that the forms, terms and provisions of the Transaction Documents and the respective transactions contemplated thereby, including the Merger and the CEIX Stock Issuance, are in the best interests of CEIX and the CEIX Stockholders, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger and the CEIX Stock Issuance, on the terms and subject to the conditions set forth in the Transaction Documents, (iii) authorized the submittal of a proposal to approve the CEIX Stock Issuance to a vote of the CEIX Stockholders at the CEIX Stockholder Meeting and (iv) resolved to recommend approval of the CEIX Stock Issuance by the CEIX Stockholders at the CEIX Stockholder Meeting.

Also on October 22, 2020, the Conflicts Committee met with representatives of Intrepid and Sidley. During the meeting, Intrepid reviewed in detail its financial analyses of the Proposed Transaction at an exchange ratio of 0.730 of a share of CEIX Common Stock per CCR Common Unit and provided the Conflicts Committee with its final valuation analysis with respect to the Proposed Transaction. Following the presentation by Intrepid, Sidley reviewed with the Conflicts Committee the final terms of the Merger Agreement that had been negotiated with CEIX. Sidley also summarized its legal due diligence review in connection with the Proposed Transaction. The Conflicts Committee discussed with its advisors the reasons for, negative factors weighing against, and procedural considerations relating to the Proposed Transaction, a list of which is described under “—Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger.” Upon the request of the Conflicts Committee, Intrepid then rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, that, as of that date and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Intrepid’s opinion, as of the date thereof, the exchange ratio in the Proposed Transaction was fair, from a financial point of view, to the CCR Unaffiliated Unitholders (as defined below under “—Opinion of the Financial Advisor to the Conflicts Committee”). Following receipt of Intrepid’s

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fairness opinion and further discussion with Intrepid and Sidley, the Conflicts Committee unanimously adopted resolutions that (i) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in the best interests of CCR and the CCR Public Unitholders, (ii) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (such approval constituting Special Approval as defined in the Partnership Agreement), (iii) recommended that the GP Board approve the Merger, including the Merger Agreement and the transactions contemplated thereby and (iv) recommended that the GP Board direct that the Merger Agreement be submitted to a vote of the Limited Partners and authorized the Limited Partners to act by written consent to approve the Merger pursuant to the Partnership Agreement.

Later on October 22, 2020, at a special meeting of the GP Board attended by representatives of management of the General Partner and Latham, the Conflicts Committee provided a report to the GP Board as to its determinations in respect of the Proposed Transaction, including its recommendation that the GP Board approve the Merger, including the Merger Agreement and the transactions contemplated thereby, and as to its receipt of the oral opinion of Intrepid described above. Following discussion between the GP Board and the Conflicts Committee with respect to the report and the Proposed Transaction, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, (i) determined that the forms, terms and provisions of the Transaction Documents and the respective transactions contemplated thereby, including the Merger, are in the best interests of CCR and the CCR Unitholders, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (iii) directed that the adoption of the Merger Agreement and the approval of the Merger be submitted to a vote of the CCR Limited Partners and authorized the CCR Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Following the meetings of the CEIX Board, the Conflicts Committee and the GP Board, CEIX, Holdings, Merger Sub, CCR and the General Partner executed the Merger Agreement and CEIX and CCR executed the Support Agreement.

On October 23, 2020, CEIX and CCR issued a joint press release announcing the execution of the Merger Agreement.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The unanimous approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the members of the Conflicts Committee constitutes “Special Approval” under the Partnership Agreement. Under Section 7.09 of the Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its affiliates, on the one hand, and CCR, any partner of CCR or any person with an interest in partnership interests of CCR, on the other hand, any resolution, course of action or transaction will be conclusively deemed approved by all of the partners of CCR and any person with an interest in the limited partner interests of CCR and will not constitute a breach of the Partnership Agreement or of any duty stated or implied by law or equity, if the resolution or course of action is approved by Special Approval, namely approval by a majority of the members of the Conflicts Committee.

Under Section 7.10(b) of the Partnership Agreement, any action taken or omitted to be taken by the General Partner in reliance upon the advice or opinion of an investment banker, among others, as to matters reasonably believed to be in such person’s professional or expert competence will be conclusively presumed to have been taken or omitted to be taken in good faith and in accordance with such opinion.

Approval of the CEIX Board and its Reasons for the Merger

At a meeting held on October 22, 2020, the CEIX Board, by unanimous vote, with the exception of Joseph P. Platt, who recused himself from deliberations relating to the Merger, (i) determined that the forms, terms and

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provisions of the Transaction Documents and the respective transactions contemplated thereby, including the Merger and the CEIX Stock Issuance, are in the best interests of CEIX and the CEIX Stockholders, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger and the CEIX Stock Issuance, on the terms and subject to the conditions set forth in the Transaction Documents, (iii) authorized the submittal of a proposal to approve the CEIX Stock Issuance to a vote of the CEIX Stockholders at the CEIX Stockholder Meeting and (iv) resolved to recommend approval of the CEIX Stock Issuance by the CEIX Stockholders at the CEIX Stockholder Meeting

The CEIX Board considered various factors in making its determination. The CEIX Board consulted with CEIX management and CEIX’s legal and financial advisors in its evaluation of the Merger and viewed the following factors as generally favorable in its determination and approval of the Merger Agreement and the transactions contemplated thereby, including the CEIX Stock Issuance:

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The CEIX Board viewed the following factors as generally negative or unfavorable in making a determination and recommendation with respect to the Merger Agreement and the transactions contemplated thereby, including the CEIX Stock Issuance:

After taking into account all of the factors set forth above, as well as others, the CEIX Board concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the CEIX Stock Issuance, are in the best interests of CEIX and the CEIX Stockholders.

The foregoing discussion is not intended to be exhaustive, but it is intended to address the material information and principal factors considered by the CEIX Board in considering the Merger. In view of the number and variety of factors and the amount of information considered, the CEIX Board did not find it practicable to, and did not make specific assessments of, quantify or assign relative weights to, the specific factors considered in reaching its determination. In addition, the CEIX Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the CEIX Board may have given different weights to different factors. The CEIX Board made its recommendation based on the totality of the information presented to, and the investigation conducted by, the CEIX Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

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Approval of the Conflicts Committee and the GP Board and their Reasons for the Merger

The Conflicts Committee consists of three independent directors of the GP Board: Michael L. Greenwood, Dan D. Sandman and Jeffrey L. Wallace. The GP Board authorized the Conflicts Committee to (i) consider, review, evaluate and analyze any potential conflicts arising in connection with the Merger and the Related Arrangements, (ii) consider, review, evaluate and analyze the terms and conditions of the Merger and the Related Arrangements on behalf of CCR and the CCR Public Unitholders, (iii) negotiate the terms and conditions of the Merger and the Related Arrangements on behalf of CCR and the CCR Public Unitholders, (iv) determine whether the Merger and Related Arrangements are in the best interests of CCR and the CCR Public Unitholders and (v) determine whether or not to approve, and, if so approved, whether or not to recommend that the GP Board approve (including that the GP Board recommend approval by the CCR Limited Partners), the Merger and Related Arrangements, with such approval of the Conflicts Committee constituting “Special Approval” for all purposes under the Partnership Agreement.

The Conflicts Committee retained Sidley as its legal counsel and Intrepid as its independent financial advisor. The Conflicts Committee believed that Intrepid was independent based on the lack of material business relationships between Intrepid and CEIX, CCR and their respective affiliates. The Conflicts Committee oversaw the performance of financial and legal due diligence by its advisors, conducted an extensive review and evaluation of the Proposed Transaction (including the withholding of the Special Approval and maintaining the status quo) and conducted negotiations with CEIX and its representatives with respect to the Merger Agreement and other Related Arrangements.

The Conflicts Committee, at a meeting held on October 22, 2020, by unanimous vote, (i) determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in the best interests of CCR and the CCR Public Unitholders, (ii) approved the Merger, including the Merger Agreement and the transactions contemplated thereby (such approval constituting Special Approval as defined in the Partnership Agreement), (iii) recommended that the GP Board approve the Merger, including the Merger Agreement and the transactions contemplated thereby and (iv) recommended that the GP Board direct that the Merger Agreement be submitted to a vote of the CCR Limited Partners and authorized the CCR Limited Partners to act by written consent to approve the Merger pursuant to the Partnership Agreement.

At a meeting held on October 22, 2020, the GP Board (acting, in part, based upon the receipt of such approval and recommendation of the Conflicts Committee), by unanimous vote, in good faith, (i) determined that the forms, terms and provisions of the Transaction Documents and the respective transactions contemplated thereby, including the Merger, are in the best interests of CCR and the CCR Unitholders, (ii) authorized the execution and delivery of the Transaction Documents and the consummation of the respective transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (iii) directed that the adoption of the Merger Agreement and the approval of the Merger be submitted to a vote of the CCR Limited Partners and authorized the CCR Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

The Conflicts Committee consulted with its financial and legal advisors and considered both positive and negative factors in making its determination and approvals, and the related recommendation to the GP Board.

The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and approvals, and the related recommendation to the GP Board:

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The Conflicts Committee considered the following factors to be generally negative or unfavorable in arriving at its determinations and approvals, and the related recommendation to the GP Board:

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In addition to the factors described above, the Conflicts Committee considered the following procedural factors in making its determination that the Merger Agreement and the transactions contemplated thereby are in the best interests of CCR and the CCR Public Unitholders:

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After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger, including the Merger Agreement and the transactions contemplated thereby, are in the best interests of CCR and the CCR Public Unitholders.

The foregoing discussion is not intended to be exhaustive but is intended to address the material information and principal factors considered by the Conflicts Committee in considering the Merger. In view of the number and variety of factors and the amount of information considered, the Conflicts Committee did not find it practicable to, and did not make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Conflicts Committee did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, and individual members of the Conflicts Committee may have given different weights to different factors. The Conflicts Committee made its recommendation based on the totality of information presented to, and the investigation conducted by, the Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Unaudited Financial Projections of CEIX and CCR

In connection with the proposed Merger, CEIX management (in its capacity as management of CEIX and as management of the General Partner) prepared projections relating to CEIX and CCR (without giving effect to the Merger) that included future financial and operating performance. These non-public projections were provided to Intrepid for use and reliance in its financial analysis in preparation of its opinion to the Conflicts Committee. Such projections also were provided to CEIX’s financial advisors, Citi and Credit Suisse, for their use and reliance in connection with their respective financial analyses and opinions described under the heading “—Opinions of CEIX’s Financial Advisors.” A summary of these projections is included below to give holders of CCR Public Common Units and CEIX Stockholders access to certain non-public unaudited prospective financial information that was made available to the Conflicts Committee, the GP Board, the CEIX Board and CEIX’s and the Conflicts Committee’s respective financial advisors in connection with the proposed Merger.

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You should be aware that uncertainties are inherent in prospective financial information of any kind. None of CEIX, CCR or any of their respective affiliates, advisors, officers, directors, managers or representatives has made or makes any representation or can give any assurance to any CCR Limited Partner or CEIX Stockholder, or any other person regarding the ultimate performance of CEIX or CCR compared to the summarized information set forth below or that any such results will be achieved.

The summary projections set forth below summarize the projections made available to the parties to the Merger and their respective legal and financial advisors. The inclusion of the following summary projections in this consent solicitation statement/proxy statement/prospectus should not be regarded as an indication that CEIX, CCR or their respective representatives considered or consider the projections to be necessarily predictive of actual future performance or events, and the summary projections set forth below should not be relied upon as such.

While CEIX and CCR provide public earnings guidance from time to time, CEIX and CCR do not as a matter of course publicly disclose other financial forecasts as to future earnings or financial performance or results because of, among other reasons, the uncertainty underlying assumptions and estimates. The CEIX and CCR projections summarized below were prepared by CEIX management (in CEIX’s individual capacity and in its capacity as the sole member of the General Partner). The CEIX and CCR projections were only prepared for internal purposes and not with a view toward public disclosure or toward compliance with GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants but, in the view of CEIX management (in CEIX’s individual capacity and in its capacity as the sole member of the General Partner), were prepared on a reasonable basis and reflect the best currently available estimates and judgments. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this consent solicitation statement/proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither CEIX’s and CCR’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Ernst & Young LLP reports incorporated by reference into this consent solicitation statement/proxy statement/prospectus with respect to CEIX and CCR relate to the historical financial information of CEIX and CCR, respectively. Such reports do not extend to the projections included below and should not be read to do so. Neither the CEIX Board nor the GP Board prepared, and none of the GP Board, the Conflicts Committee, the General Partner, CEIX, the CEIX Board or any other party gives any assurance to any CCR Limited Partner or CEIX Stockholder regarding, the summarized information.

The internal financial projections of CEIX and CCR are, in general, prepared primarily for internal use. Such internal forecasts are inherently subjective in nature, susceptible to interpretation and, accordingly, such forecasts may not be achieved. The internal financial forecasts also reflect numerous assumptions made by management, including material assumptions that may not be realized and are subject to significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of CEIX or CCR. CEIX management (in CEIX’s individual capacity and in its capacity as the sole member of the General Partner), consistent with past presentations to the CEIX Board and the GP Board and public guidance representations, develops its financial forecasts according to several criteria. Additionally, prospective mergers and acquisitions and any prospective projects were excluded from the financial projections. Accordingly, there can be no assurance that the assumptions made in preparing the internal financial forecasts upon which the following projected financial information was based will be realized. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time

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in the future over which these assumptions apply. Any assumptions and projections in early periods could have a compounding effect on the projections shown for later periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

All of these assumptions involve variables making them difficult to predict, and some are beyond the control of CEIX and CCR. Although CEIX management believes that there was a reasonable basis for its projections and underlying assumptions, any assumptions for near-term projected cases remain uncertain, and become less predictive with the length of the forecasted period. The projections are forward-looking statements and are subject to risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”

NONE OF CEIX, CCR OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS OR MANAGERS INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS PRESENTED ABOVE TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS ARE NO LONGER APPROPRIATE.

Opinions of CEIX’s Financial Advisors

Opinion of Citigroup Global Markets Inc.

CEIX has engaged Citi as a co-financial advisor to CEIX in connection with the proposed Merger. In connection with Citi’s engagement, the CEIX Board requested that Citi evaluate the fairness, from a financial point of view, to CEIX of the Exchange Ratio provided for pursuant to the Merger Agreement. On October 22, 2020, at a meeting of the CEIX Board held to evaluate the proposed Merger, Citi rendered an oral opinion, confirmed by delivery of a written opinion dated October 22, 2020, to the CEIX Board to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to CEIX.

The full text of Citi’s written opinion, dated October 22, 2020, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi, is attached as Annex C to this consent solicitation statement/proxy statement/prospectus and is incorporated into this consent solicitation statement/proxy statement/prospectus by reference. The description of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was provided for the information of the CEIX Board (in its capacity as such) in connection with its evaluation of the

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Exchange Ratio from a financial point of view to CEIX and did not address any other terms, aspects or implications of the Merger. Citi expressed no view as to, and its opinion did not address, the underlying business decision of CEIX to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for CEIX or the effect of any other transaction which CEIX might engage in or consider. Citi’s opinion is not intended to be and does not constitute a recommendation as to how any securityholder should vote or act on any matters relating to the proposed Merger or otherwise.

In arriving at its opinion, Citi:

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management and other representatives of CEIX that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the financial forecasts and other information and data that Citi was directed to utilize in its analyses, Citi was advised by the management of CEIX and Citi assumed, with CEIX’s consent, that such financial forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of such management as to, and were a reasonable basis upon which to evaluate, the future financial performance of CCR and CEIX, the potential cost savings, strategic implications and financial and operational benefits (including the amount, timing and achievability thereof) anticipated by the management of CEIX to result from, and other potential pro forma financial effects of, the Merger and the other

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matters covered thereby. Citi expressed no view or opinion as to any financial forecasts and other information or data (or underlying assumptions on which any such financial forecasts and other information or data were based) provided to or otherwise reviewed by or discussed with Citi and Citi assumed, with CEIX’s consent, that the financial results, including with respect to the potential cost savings, strategic implications and financial and operational benefits anticipated to result from the Merger, reflected in such financial forecasts and other information and data would be realized in the amounts and at the times projected.

Citi relied, at CEIX’s direction, upon the assessments of the management of CEIX as to, among other things, (i) the coal reserves, mine development and other exploration, development and production activities of CCR and CEIX and related expenditures and capital funding requirements, (ii) the potential impact on CCR and CEIX of macroeconomic, geopolitical, market, competitive, seasonal, cyclical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the coal industry, including with respect to the basins and geographic regions in which CCR and CEIX operate, environmental regulations and supply and demand for coal, which is subject to significant volatility and which, if different than as assumed, could have a material impact on Citi’s analyses or opinion, (iii) matters relating to employee benefit, asset retirement and other obligations of CCR and CEIX, including with respect to associated liabilities and servicing costs, and (iv) CCR’s and CEIX’s respective existing and future agreements and other arrangements involving, and ability to attract, retain and/or replace, key managers or employees, customers, service providers and other commercial relationships. Citi assumed, with CEIX’s consent, that there would be no developments with respect to any such matters that would have an adverse effect on CCR, CEIX or the Merger (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to Citi’s analyses or opinion.

Citi did not make and Citi was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of CCR, CEIX or any other entity and Citi did not make any physical inspection of the properties or assets of CCR, CEIX or any other entity. Citi did not conduct or provide geological, environmental or other technical assessments and is not an expert in the evaluation of coal reserves or properties and Citi expressed no view or opinion as to reserve quantities, or the exploration, development or production (including, without limitation, as to the feasibility or timing thereof and associated expenditures), of any properties of CCR, CEIX or any other entity. Citi did not evaluate the solvency or fair value of CCR, CEIX or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Citi expressed no view or opinion as to the potential impact on CCR, CEIX or any other entity of any actual or potential litigation, claims or governmental, regulatory or other proceedings, enforcement actions, consent or other orders or investigations.

Citi assumed, with CEIX’s consent, that the Merger would be consummated in accordance with its terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers and agreements for the Merger or otherwise, no delay, limitation, restriction, condition or other action, including any divestiture or other requirements, amendments or modifications, would be imposed or occur that would have an adverse effect on CCR, CEIX or the Merger (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to Citi’s analyses or opinion. Representatives of CEIX advised Citi, and Citi also assumed, that the final terms of the Merger Agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi’s opinion, as set forth therein, relates to the relative values of CCR and CEIX. Citi did not express any view or opinion as to the actual value of CEIX Common Stock or any other securities when issued in the Merger or the prices at which CEIX Common Stock, CCR Common Units or any other securities would trade or otherwise be transferable at any time, including following the announcement or consummation of the Merger. Citi did not express any view or opinion with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the Merger or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting CCR,

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CEIX or the Merger (including the contemplated benefits thereof), and Citi relied, with CEIX’s consent, upon the assessments of representatives of CEIX as to such matters.

Citi’s opinion addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio (to the extent expressly specified therein) and Citi’s opinion did not address any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger or any terms, aspects or implications of any written consent, support agreement or other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Merger or otherwise. Citi expressed no view as to, and Citi’s opinion did not address, the underlying business decision of CEIX to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might exist for CEIX or the effect of any other transaction which CEIX might engage in or consider. Citi also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation or other consideration to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Exchange Ratio or otherwise. Citi’s opinion was necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Citi as of the date of its opinion. Although subsequent developments may affect its opinion, Citi has no obligation to update, revise or reaffirm its opinion. As the CEIX Board was aware, the credit, financial and stock markets, the industry in which CCR and CEIX operate and the respective securities of CCR and CEIX have experienced and may continue to experience volatility, and the political policies and risk relevant to the conduct of CCR’s and CEIX’s businesses are or could be subject to significant uncertainty, and Citi expressed no view or opinion as to any potential effects of such volatility or uncertainty on CCR, CEIX or the Merger (including the contemplated benefits thereof). The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below is not a complete description of Citi’s opinion or the analyses underlying, and factors considered in connection with, Citi’s opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Citi believes that the analyses must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of CCR and CEIX. No company or business reviewed is identical or directly comparable to CCR or CEIX and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or businesses reviewed or the results from any particular analysis.

The estimates contained in Citi’s analyses and the ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

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Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the Merger. The type and amount of consideration payable in the Merger were determined through negotiations between the Special Committee of CEIX and the Conflicts Committee of CCR and the decision of CEIX to enter into the Merger Agreement was solely that of the CEIX Board. Citi’s opinion was only one of many factors considered by the CEIX Board in its evaluation of the Exchange Ratio and should not be viewed as determinative of the views of the CEIX Board or management of CEIX with respect to the Merger or the consideration payable in the Merger.

Financial Analyses

The summary of the financial analyses described below under this heading “—Financial Analyses” is a summary of the material financial analyses reviewed with the CEIX Board and performed by Citi in connection with Citi’s opinion, dated October 22, 2020. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material. For purposes of the financial analyses described below, the term (i) “adjusted EBITDAP” refers to earnings before interest, taxes, depreciation (and/or depletion) and amortization, adjusted, as applicable, for certain non-recurring, non-cash and other items and pension and other employee legacy liability-related expenses and (ii) “CEIX’s asset EBITDAP” refers to adjusted EBITDAP attributable to CEIX excluding its limited partner interests in CCR, referred to as LP interests, and its general partner interests in CCR, referred to as GP interests.

In calculating implied exchange ratio reference ranges as reflected in the financial analyses described below, Citi divided the low-ends (or high-ends, as the case may be) of the approximate implied per unit equity value reference ranges derived for CCR from such analyses by the high-ends (or low-ends, as the case may be) of the approximate implied per share equity value reference ranges derived for CEIX from such analyses in order to calculate the low-ends (or high-ends) of the implied exchange ratio reference ranges.

Selected Public Companies Analyses. Citi performed separate selected public companies analyses of CCR and CEIX in which Citi reviewed certain financial and stock market information relating to CCR, CEIX and selected publicly traded companies as described below.

CCR. In its selected public companies analysis of CCR, Citi reviewed certain financial and stock market information relating to CCR and the following four selected U.S. publicly traded entities in the coal industry offering coal products similar to those of CCR that Citi considered generally relevant for purposes of analysis, collectively referred to as the “CCR selected companies:”

Citi reviewed, among other information, enterprise values, calculated as implied equity values based on closing share or unit prices on October 21, 2020 plus total debt and non-controlling interests (as applicable) less cash, cash equivalents and investments in unconsolidated affiliates (as applicable) as adjusted for certain

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tax-affected employee legacy liabilities, as a multiple of calendar year 2021 estimated adjusted EBITDAP. Financial data of the CCR selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of CCR was based on financial forecasts and estimates of the management of CEIX, public filings and other publicly available information.

The overall low to high calendar year 2021 estimated adjusted EBITDAP multiples observed for the CCR selected companies were 3.5x to 6.4x (with a median of 4.5x). Citi applied a selected range of calendar year 2021 estimated adjusted EBITDAP multiples derived from the CCR selected companies of 4.0x to 5.0x to corresponding data of CCR based on financial forecasts and estimates of the management of CEIX. This analysis indicated a selected approximate implied equity value reference range for CCR of $3.04 to $5.48 per unit.

CEIX. Citi performed a selected public companies analysis of CEIX on a sum-of-the-parts basis to derive an approximate implied per share equity value reference range for CEIX, taking into account (i) CEIX’s asset EBITDAP, (ii) CEIX’s LP interests and GP interests and (iii) CEIX’s affiliate loan facility with CCR.

In evaluating CEIX’s asset EBITDAP, Citi reviewed certain financial and stock market information relating to CEIX and the following four selected U.S. publicly traded entities in the coal industry offering coal products similar to those of CEIX that Citi considered generally relevant for purposes of analysis, collectively referred to as the “CEIX selected companies:”

Citi reviewed, among other information, adjusted enterprise values, calculated as implied equity values based on closing share or unit prices on October 21, 2020 plus total debt and non-controlling interests (as applicable) and less cash, cash equivalents and investments in unconsolidated affiliates (as applicable) as adjusted for certain tax-affected employee legacy liabilities, as a multiple of calendar year 2021 estimated adjusted EBITDAP. Financial data of the CEIX selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of CEIX was based on financial forecasts and estimates of CEIX’s management, public filings and other publicly available information.

The overall low to high calendar year 2021 estimated adjusted EBITDAP multiples observed for the CEIX selected companies were 3.5x to 5.6x (with a median of 4.5x). Citi applied a selected range of calendar year 2021 estimated adjusted EBITDAP multiples derived from the CEIX selected companies of 4.0x to 5.0x to corresponding data of CEIX based on financial forecasts and estimates of the management of CEIX. This analysis indicated an approximate implied reference range for CEIX’s asset EBITDAP of $1,039 million to $1,297 million.

In evaluating CEIX’s LP interests and GP interests, Citi utilized the approximate implied equity value reference range derived for CCR of $3.04 to $5.48 per unit from the selected public companies analysis of CCR described above under “—Selected Public Companies Analyses—CCR,” which indicated an approximate implied aggregate reference range for CEIX’s LP interests and GP interests of $53 million to $95 million. CEIX’s affiliate loan facility with CCR was taken into account at its book value (as of June 30, 2020) based on public filings.

The analyses described above for CEIX on a sum-of-the-parts basis indicated an overall approximate implied equity value reference range for CEIX of $1.20 to $11.95 per share.

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Utilizing the approximate implied per unit equity value reference range derived for CCR and the approximate implied per share equity value reference range derived for CEIX described above, Citi calculated the following approximate implied exchange ratio reference range, as compared to the Exchange Ratio:

Discounted Cash Flow Analyses. Citi performed separate discounted cash flow analyses of CCR and CEIX as described below.

CCR. Citi performed a discounted cash flow analysis of CCR by calculating the estimated present value (as of June 30, 2020) of the standalone unlevered free cash flows that CCR was forecasted to generate during the second half of the fiscal year ending December 31, 2020 through the full fiscal year ending December 31, 2024 based on financial forecasts and estimates of CEIX’s management. Citi calculated implied terminal values for CEIX by applying to CEIX’s fiscal year 2024 estimated adjusted EBITDAP a selected range of adjusted EBITDAP multiples of 4.1x to 5.1x. The present values (as of June 30, 2020) of the cash flows and terminal values were then calculated using a selected range of discount rates of 9.8% to 10.5%. This analysis indicated an approximate implied equity value reference range for CCR of $3.25 to $4.80 per unit.

CEIX. Citi performed a discounted cash flow analysis of CEIX on a sum-of-the-parts basis to derive an approximate implied per share equity value reference range for CEIX, taking into account (i) CEIX’s asset EBITDAP, (ii) CEIX’s LP interests and GP interests and (iii) CEIX’s affiliate loan facility with CCR.

In evaluating CEIX’s asset EBITDAP, the estimated present value (as of June 30, 2020) of the standalone unlevered free cash flows associated with CEIX’s asset EBITDAP forecasted to be generated during the second half of the fiscal year ending December 31, 2020 through the full fiscal year ending December 31, 2024 was calculated based on financial forecasts and estimates of CEIX’s management. Citi calculated implied terminal values by applying to CEIX’s fiscal year 2024 estimated asset EBITDAP a selected range of adjusted EBITDAP multiples of 4.1x to 5.1x. The present values (as of June 30, 2020) of the cash flows and terminal values were then calculated using a selected range of discount rates of 9.3% to 10.1%. This analysis indicated an approximate implied reference range for CEIX’s asset EBITDAP of $1,194 million to $1,380 million.

In evaluating CEIX’s LP interests and GP interests, Citi utilized the approximate implied equity value reference range for CCR of $3.25 to $4.80 per unit derived from the discounted cash flow analysis of CCR described above under “—Discounted Cash Flow Analyses—CCR,” which indicated an approximate implied aggregate reference range for CEIX’s LP interests and GP interests of $56 million to $83 million. CEIX’s affiliate loan facility with CCR was taken into account at its book value (as of June 30, 2020) based on public filings.

The analyses described above for CEIX on a sum-of-the-parts basis indicated an overall approximate implied equity value reference range for CEIX of $5.16 to $12.79 per share.

Utilizing the approximate implied per unit equity value reference range derived for CCR and the approximate implied per share equity value reference range derived for CEIX described above, Citi calculated the following approximate implied exchange ratio reference range, as compared to the Exchange Ratio:

Illustrative Has/Gets Analysis. Citi compared the approximate implied per share equity value reference ranges derived for CEIX on a standalone basis described above under “—Selected Public Companies Analyses—CEIX” and “—Discounted Cash Flow Analyses—CEIX” relative to illustrative approximate implied per share equity value reference ranges on a pro forma basis derived from a selected public companies analysis and

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discounted cash flow analysis of the combined company after taking into account potential cost savings, strategic implications and financial and operational benefits (collectively, “synergies”) anticipated by the management of CEIX to result from the Merger. Citi utilized (i) in the case of such selected public companies analysis, a selected range of calendar year 2021 estimated adjusted EBITDAP multiples of 4.0x to 5.0x and (ii) in the case of such discounted cash flow analysis, a selected range of terminal year adjusted EBITDAP multiples of 4.1x to 5.1x and a selected range of discount rates of 9.3% to 10.1%. Financial data of CEIX and the pro forma combined company and synergies estimates were based on financial forecasts and estimates of CEIX’s management and public filings, as applicable.

Citi observed that the pro forma ownership of CEIX stockholders in the combined company implied by the Exchange Ratio indicated that the Merger could result in approximate implied equity value reference ranges on a pro forma basis derived from the selected public companies analysis and discounted cash flow analysis described above of $3.71 to $12.90 per share and $6.45 to $13.05 per share, respectively (relative to $1.20 to $11.95 per share and $5.16 to $12.79 per share, respectively, on a standalone basis). Actual results achieved by CEIX and the pro forma combined company may vary from forecasted results and variations may be material.

Certain Additional Information

Citi also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including the following:

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Miscellaneous

CEIX has agreed to pay Citi for its services in connection with the proposed Merger an aggregate fee of $3 million, of which $1 million was payable upon delivery of Citi’s opinion, $1 million is payable in respect of certain strategic advisory services and the balance is contingent upon consummation of the Merger. In addition, CEIX agreed to reimburse Citi for Citi’s expenses, including fees and expenses of counsel, and to indemnify Citi and related parties against certain liabilities, including liabilities under federal securities laws, arising from Citi’s engagement.

As the CEIX Board was aware, Citi and its affiliates in the past have provided, currently are providing or in the future may provide investment banking, commercial banking and other similar financial services to CEIX, CCR and/or certain of their respective affiliates unrelated to the proposed Merger, for which services Citi and its affiliates have received and expect to receive compensation, including, during the approximately two-year period prior to the date of Citi’s opinion, having acted or acting as co-syndication agent, joint lead arranger, joint bookrunner and administrative agent for, and as a lender under, certain credit facilities of CEIX, for which services Citi and its affiliates received during such approximately two-year period aggregate fees of approximately $2.5 million from CEIX and/or certain of its affiliates. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities or financial instruments (including loans and other obligations) of CEIX, CCR and/or their respective affiliates for their own account or for the account of customers and, accordingly, may at any time hold a long or short position or otherwise effect transactions in such securities or financial instruments. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with CEIX, CCR and/or their respective affiliates.

CEIX selected Citi to act as a financial advisor in connection with the proposed Merger based on Citi’s reputation, experience and familiarity with CEIX, CCR and their businesses. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Opinion of Credit Suisse Securities (USA) LLC

CEIX has engaged Credit Suisse to act as a co-financial advisor to CEIX in connection with the proposed Merger. In connection with this engagement, the CEIX Board requested that Credit Suisse evaluate the fairness, from a financial point of view, to CEIX of the Exchange Ratio provided for pursuant to the Merger Agreement. On October 22, 2020, at a meeting of the CEIX Board held to evaluate the proposed Merger, Credit Suisse rendered an oral opinion, confirmed by delivery of a written opinion dated October 22, 2020, to the CEIX Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to CEIX.

The full text of Credit Suisse’s written opinion, dated October 22, 2020, to the CEIX Board, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Credit Suisse in connection with such opinion, is attached to this consent solicitation statement/proxy statement/prospectus as Annex D and is incorporated into this consent solicitation statement/proxy statement/prospectus by reference in its entirety. The description of Credit Suisse’s opinion set forth in this consent solicitation statement/proxy statement/prospectus is qualified in its entirety by reference to the full text of Credit Suisse’s opinion. Credit Suisse’s opinion was provided to the CEIX Board (in its capacity as such) for its information in connection with its evaluation of the Exchange Ratio from a financial point of view to CEIX and did not address any other terms, aspects or implications of the proposed Merger, the relative merits of the Merger as compared to alternative transactions or strategies that might be available to CEIX or the underlying business decision of the CEIX Board or CEIX to proceed with the Merger. Credit Suisse’s opinion does not

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constitute advice or a recommendation to any securityholder as to how such securityholder should vote or act on any matter relating to the proposed Merger or otherwise.

In arriving at its opinion, Credit Suisse:

In connection with its review, Credit Suisse did not independently verify any of the foregoing information and, with CEIX’s consent, Credit Suisse assumed and relied upon such information being complete and accurate in all respects material to its analyses and opinion. With respect to the financial forecasts and estimates for CCR and CEIX that Credit Suisse was directed to utilize in its analyses, Credit Suisse was advised by the management of CEIX, and Credit Suisse assumed with CEIX’s consent, that such financial forecasts and estimates were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial performance of CCR and CEIX and the other matters covered thereby. With respect to the Synergies that Credit Suisse was directed to utilize in its analyses, Credit Suisse was advised by the management of CEIX, and Credit Suisse assumed with CEIX’s consent, that they were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of CEIX as to such Synergies and Credit Suisse assumed, with CEIX’s consent, that such Synergies would be realized in the amounts and at the times indicated thereby. Credit Suisse also relied, at CEIX’s direction, upon the assessments of the management of CEIX as to matters relating to employee benefit, asset retirement and other obligations of CCR and CEIX, including with respect to associated liabilities and servicing costs. At CEIX’s direction, Credit Suisse assumed that the financial forecasts and estimates (including as to the Synergies) utilized in Credit Suisse’s analyses were a reasonable basis upon which to evaluate CCR, CEIX and the Merger and at CEIX’s direction Credit Suisse relied upon such financial forecasts and estimates for purposes of its analyses and opinion. Credit Suisse expressed no view or opinion with respect to the financial forecasts or estimates for CCR and CEIX (including the Synergies) or the assumptions and methodologies upon which they were based.

Credit Suisse assumed, with CEIX’s consent, that, in the course of obtaining any regulatory or third-party consents, approvals, agreements or waivers in connection with the Merger, no modification, delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on CCR, CEIX or the Merger (including the contemplated benefits thereof) and that the Merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Merger Agreement without

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waiver, modification or amendment of any term, condition or agreement thereof material to Credit Suisse’s analyses or opinion. In addition, Credit Suisse was not requested to make, and it did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of CCR, CEIX or any other entity, nor, except for certain reserve reports, was Credit Suisse furnished for purposes of its analyses or opinion with any such evaluations or appraisals. Credit Suisse did not conduct or provide geological, environmental or other technical assessments and is not an expert in the evaluation of coal reserves or properties and Credit Suisse expressed no view or opinion as to reserve quantities, or the exploration, development or production (including, without limitation, as to the feasibility or timing thereof and associated expenditures), of any properties of CCR, CEIX or any other entity. Credit Suisse also expressed no view or opinion as to any potential or actual litigation, regulatory action or governmental investigation or possible unasserted claims or other contingent liabilities involving CCR, CEIX or any other entity, or reserves therefor, and Credit Suisse assumed, with CEIX’s consent, that the outcome of any such matters would not be material in any respect to Credit Suisse’s analyses or opinion. With CEIX’s consent, Credit Suisse also assumed that the final form of the Merger Agreement, when executed, would conform to the draft reviewed by Credit Suisse in all respects material to its analyses and opinion.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to CEIX of the Exchange Ratio (to the extent expressly specified in such opinion) and did not address any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, any written consent or support agreement or any other agreement, arrangement or understanding to be entered into in connection with, related to or contemplated by the Merger or otherwise. In addition, Credit Suisse’s opinion did not address the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, securityholders or affiliates of any party to the Merger, or class of such persons, relative to the Exchange Ratio or otherwise. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, intellectual property, tax, environmental, executive compensation or other similar professional advice. Credit Suisse assumed that CEIX obtained or would obtain such advice or opinions from appropriate professional sources. The issuance of Credit Suisse’s opinion was approved by Credit Suisse’s authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of Credit Suisse’s opinion and financial, economic, market and other conditions as they existed and could be evaluated on that date. As CEIX was aware, the credit, financial and stock markets, the industry in which CCR and CEIX operate and the respective securities of CCR and CEIX have experienced and may continue to experience unusual volatility, and the political policies and risk relevant to the conduct of CCR’s and CEIX’s businesses are or could be subject to significant uncertainty, and Credit Suisse expressed no view or opinion as to any potential effects of such volatility or uncertainty on CCR, CEIX or the Merger (including the contemplated benefits thereof). Credit Suisse has not undertaken, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Credit Suisse’s opinion did not address the relative merits of the Merger as compared to alternative transactions or strategies that might be available to CEIX, nor did it address the underlying business decision of the CEIX Board or CEIX to proceed with or effect the Merger. Credit Suisse did not express any opinion as to the actual value of shares of CEIX Common Stock when issued pursuant to the Merger or the price or range of prices at which CEIX Common Stock, CCR Common Units or any other securities may be purchased, sold or otherwise transferred at any time.

In preparing its opinion to the CEIX Board, Credit Suisse performed a variety of financial and comparative analyses, including those described below. The summary of Credit Suisse’s analyses described below is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Credit Suisse arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation,

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conclusions from or with regard to any one factor or method of analysis. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In its analyses, Credit Suisse considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of CCR and CEIX. No company or business used for comparative purposes in Credit Suisse’s analyses is identical to CCR or CEIX, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or businesses analyzed. The estimates contained in Credit Suisse’s analyses and the implied reference ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

Credit Suisse was not requested to, and it did not, determine or recommend the Exchange Ratio, which was determined through negotiations between the Special Committee of CEIX and the Conflicts Committee of CCR, and the decision to enter into the Merger Agreement was solely that of the CEIX Board. Credit Suisse’s opinion and financial analyses were only one of many factors considered by the CEIX Board in its evaluation of the Exchange Ratio and should not be viewed as determinative of the views of the CEIX Board or CEIX’s management with respect to the Merger or the consideration payable in the Merger.

Financial Analyses

The summary of the financial analyses described in this section entitled “—Financial Analyses” is a summary of the material financial analyses reviewed with the CEIX Board in connection with Credit Suisse’s opinion dated October 22, 2020. The financial analyses summarized below include information presented in tabular format. In order to fully understand Credit Suisse’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Credit Suisse’s financial analyses. For purposes of the financial analyses described below, the term “EBITDA” refers to earnings before interest, taxes, depreciation (and/or depletion) and amortization, and “adjusted EBITDAP” refers to EBITDA adjusted, as applicable, for certain non-recurring, non-cash and other items, and pension and other employee legacy liability-related expenses.

Selected Public Companies Analyses. Credit Suisse performed separate selected public companies analyses of CCR and CEIX in which Credit Suisse reviewed certain financial and stock market information relating to CCR, CEIX and selected publicly traded companies as described below.

CCR. In its selected public companies analysis of CCR, Credit Suisse reviewed certain financial and stock market information relating to CCR and the following five selected publicly traded entities that Credit Suisse considered generally relevant for purposes of analysis, consisting of three selected publicly traded entities in the coal industry offering coal products similar to those of CCR, referred to as the “selected coal companies,” and two master limited partnerships that have suspended distributions, referred to as the “selected MLPs” and, together with the selected coal companies, collectively referred to as the “CCR selected companies:”

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Selected Coal Companies

Selected MLPs

Credit Suisse reviewed, among other information, enterprise values, calculated as implied equity values based on closing share or unit prices on October 21, 2020 plus total debt and market value of non-controlling interests (as applicable) less cash, cash equivalents and investments in unconsolidated affiliates (as applicable) as adjusted for tax-affected employee legacy liabilities (as applicable), as a multiple of calendar year 2021 estimated adjusted EBITDAP or, in the case of the selected MLPs, as a multiple of calendar year 2021 estimated EBITDA. Financial data of the CCR selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial data of CCR was based on financial forecasts and estimates of the management of CEIX, public filings and other publicly available information.

The overall low to high calendar year 2021 estimated adjusted EBITDAP multiples observed for the selected coal companies were 3.3x to 4.3x (with a mean of 3.9x and a median of 4.0x) and the overall low to high calendar year 2021 estimated EBITDA multiples observed for the selected MLPs were 6.6x to 7.2x (with a mean and median of 6.9x). Credit Suisse noted that the calendar year 2021 estimated adjusted EBITDAP multiple observed for CCR, based on financial forecasts and estimates of CEIX’s management, was 4.1x. Credit Suisse then applied a selected range of calendar year 2021 estimated adjusted EBITDAP multiples of 4.0x to 5.0x to corresponding data of CCR based on financial forecasts and estimates of CEIX’s management. This analysis indicated a selected approximate implied equity value reference range for CCR of $2.84 to $5.43 per unit.

CEIX. In its selected public companies analysis of CEIX, Credit Suisse reviewed certain financial and stock market information relating to CEIX and the selected coal companies, including the overall low to high (and mean and median) calendar year 2021 estimated adjusted EBITDAP multiples observed for the selected coal companies described above under “—Selected Public Companies Analyses—CCR.” Financial data of CEIX was based on financial forecasts and estimates of CEIX’s management, public filings and other publicly available information.

Credit Suisse noted that the calendar year 2021 estimated adjusted EBITDAP multiple observed for CEIX, based on financial forecasts and estimates of CEIX’s management, was 4.4x. Credit Suisse then applied a selected range of calendar year 2021 estimated adjusted EBITDAP multiples of 3.75x to 4.50x to corresponding data of CEIX based on financial forecasts and estimates of CEIX’s management and took into account the book value of CEIX’s affiliate loan facility with CCR (as of June 30, 2020) based on public filings and interest income on such affiliate loan as estimated by CEIX’s management through the fiscal year ending December 31, 2024 discounted to present value. This analysis indicated an overall approximate implied equity value reference range for CEIX of $2.69 to $11.72 per share.

Utilizing the approximate implied per unit equity value reference range derived for CCR and the approximate implied per share equity value reference range derived for CEIX described above, Credit Suisse divided the low-ends (or high-ends, as the case may be) of the range derived for CCR by the high-ends (or low-ends, as the case may be) of such range derived for CEIX in order to calculate the low-ends (or high-ends) of the following approximate implied exchange ratio reference range, as compared to the Exchange Ratio:

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Discounted Cash Flow Analyses. Credit Suisse performed separate discounted cash flow analyses of CCR and CEIX as described below.

CCR. Credit Suisse performed a discounted cash flow analysis of CCR by calculating the estimated present value (as of September 30, 2020) of the standalone unlevered free cash flows that CCR was forecasted to generate during the fourth quarter of the fiscal year ending December 31, 2020 through the full fiscal year ending December 31, 2024 based on financial forecasts and estimates of CEIX’s management. Credit Suisse calculated implied terminal values for CCR by applying to CCR’s fiscal year 2024 estimated adjusted EBITDAP a selected range of adjusted EBITDAP multiples of 4.0x to 5.0x. The present values (as of September 30, 2020) of the cash flows and terminal values were then calculated using a selected range of discount rates of 8.0% to 10.0%. This analysis indicated an approximate implied equity value reference range for CCR of $3.69 to $5.90 per unit.

CEIX. Credit Suisse performed a discounted cash flow analysis of CEIX on a sum-of-the-parts basis to derive an approximate implied per share equity value reference range for CEIX, taking into account CEIX’s (i) 75% interest in the Pennsylvania Mining Complex, referred to as “PAMC,” (ii) terminal operations located at the Port of Baltimore, referred to as “BMT,” (iii) cash flows other than from PAMC or BMT, (iv) limited partner interests in CCR and (v) affiliate loan facility with CCR.

In evaluating CEIX’s PAMC interest, BMT and other cash flows, the estimated present values (as of September 30, 2020) of the applicable standalone unlevered free cash flows forecasted to be generated during the fourth quarter of the fiscal year ending December 31, 2020 through the full fiscal year ending December 31, 2024 were calculated based on financial forecasts and estimates of CEIX’s management. Credit Suisse calculated implied terminal values by applying to the applicable fiscal year 2024 estimated adjusted EBITDAP a selected range of adjusted EBITDAP multiples of 3.75x to 4.50x. The present values (as of September 30, 2020) of the applicable cash flows and terminal values were then calculated using a selected range of discount rates of 9.0% to 11.0%. These analyses indicated approximate implied reference ranges for CEIX’s PAMC interest, BMT and other cash flows of $827 million to $967 million, $277 million to $319 million and $41 million to $50 million, respectively.

In evaluating CEIX’s limited partner interests in CCR, Credit Suisse utilized the approximate implied equity value reference range for CCR of $3.69 to $5.90 per unit derived from the discounted cash flow analysis of CCR described above under “—Discounted Cash Flow Analyses—CCR,” which indicated an approximate implied aggregate reference range for CEIX’s limited partner interests in CCR of $61 million to $98 million. CEIX’s affiliate loan facility with CCR was taken into account at its book value (as of June 30, 2020) based on public filings and interest income as estimated by CEIX’s management through the fiscal year ending December 31, 2024 discounted to present value.

The analyses described above for CEIX on a sum-of-the-parts basis indicated an overall approximate implied equity value reference range for CEIX, utilizing the high-end of the implied value for CEIX’s PAMC interest and the low-ends of the implied values for the other segments, of $3.77 to $8.25 per share.

Utilizing the approximate implied per unit equity value reference range derived for CCR and the approximate implied per share equity value reference range derived for CEIX described above, Credit Suisse divided the low-ends (or high-ends, as the case may be) of the range derived for CCR by the low-ends (or high-ends, as the case may be) of such range derived for CEIX in order to calculate the low-ends (or high-ends) of the following approximate implied exchange ratio reference range, as compared to the Exchange Ratio:

Distributable Cash Flow Analysis. Credit Suisse performed a distributable cash flow analysis of CCR to calculate the estimated present value (as of September 30, 2020) of distributable cash flows forecasted to be

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payable in CCR’s fourth fiscal quarter ending December 31, 2020 through the full fiscal year ending December 31, 2024 based on financial forecasts and estimates of the management of CEIX. Implied terminal values were derived by applying to CCR’s estimated terminal year free cash flow a selected range of perpetuity growth rates of (2.0%) to 2.0% as per CEIX’s management and the present values (as of September 30, 2020) of the distributable cash flows and terminal values were then calculated using a selected range of discount rates of 9.0% to 13.0%. This analysis indicated an overall approximate implied equity value reference range for CCR of $4.99 to $9.05 per unit, as compared to the closing price of CCR Common Units on October 21, 2020 of $3.03 per unit and the implied CCR Common Unit value at the Exchange Ratio of $3.07 per unit.

Certain Additional Information

Credit Suisse observed certain additional information that was not considered part of Credit Suisse’s financial analyses with respect to its opinion but was noted for informational purposes, including the following (with approximate implied exchange ratio reference ranges derived, except as otherwise noted below in the case of implied premiums, by dividing the low-ends (or high-ends, as the case may be) of the unit price range for CCR Common Units by the high-ends (or low-ends, as the case may be) of the stock price range for CEIX Common Stock in order to calculate the low-ends (or high-ends) of the implied exchange ratio reference ranges):

Miscellaneous

CEIX selected Credit Suisse to act as financial advisor to CEIX in connection with the Merger based on Credit Suisse’s qualifications, experience and reputation. Credit Suisse is an internationally recognized

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investment banking firm and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, leveraged buyouts, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes.

Credit Suisse will become entitled to receive a transaction fee of $3 million, $1 million of which became payable upon the rendering of Credit Suisse’s opinion and the balance of which is contingent upon consummation of the Merger. In addition, CEIX has agreed to reimburse Credit Suisse for certain of its expenses, including fees and expenses of legal counsel, and to indemnify Credit Suisse and certain related parties for certain liabilities and other items, including liabilities under the federal securities laws, arising out of or related to its engagement.

As the CEIX Board was aware, Credit Suisse and its affiliates in the past have provided and currently are providing investment banking and other financial advice and services to CEIX unrelated to the Merger, for which Credit Suisse and its affiliates have received and would expect to receive compensation, including, among other things, during the two-year period prior to the date of Credit Suisse’s opinion, having acted or acting as a co-syndication agent, joint lead arranger and joint bookrunner for, and as a lender under, certain credit facilities of CEIX, for which services Credit Suisse and its affiliates received during such two-year period aggregate fees of less than $1 million. As the CEIX Board also was aware, Credit Suisse and its affiliates have provided investment banking and other financial advice and services to Greenlight Capital, Inc. (“Greenlight”), a significant investor in CCR, and/or certain of its affiliates, for which Credit Suisse and its affiliates have received and expect to receive compensation, including, among other things, during the two-year period prior to the date of Credit Suisse’s opinion, acting as a financial advisor to an affiliate of Greenlight in connection with a potential sale transaction, for which services Credit Suisse and its affiliates received or expect to receive aggregate fees of approximately $2 million. Credit Suisse and its affiliates in the future may provide investment banking and other financial advice and services to CEIX, CCR, Greenlight and their respective affiliates, for which Credit Suisse and its affiliates would expect to receive compensation.

Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial advice and services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for Credit Suisse’s and its affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of CEIX, CCR, Greenlight, their respective affiliates and any other entity that may be involved in the Merger, as well as provide investment banking and other financial advice and services to such entities and their respective affiliates.

Opinion of the Financial Advisor to the Conflicts Committee

The Conflicts Committee engaged Intrepid to act as its financial advisor. As part of that engagement, the Conflicts Committee requested that Intrepid evaluate the fairness, from a financial point of view, of the Exchange Ratio in the Merger to the holders of CCR Common Units other than CEIX and its affiliates (such holders are referred to in this section as the “CCR Unaffiliated Unitholders”). On October 22, 2020, Intrepid delivered to the Conflicts Committee its oral opinion, confirmed by its delivery of a written opinion dated as of the same date, that, as of the date thereof, and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Intrepid’s written opinion, the Exchange Ratio in the Merger is fair, from a financial point of view, to the CCR Unaffiliated Unitholders.

The full text of Intrepid’s written opinion, dated October 22, 2020, which sets forth, among other things, certain of the assumptions made, procedures followed, matters considered, and the qualifications and limitations with respect to the review undertaken by Intrepid, is attached as Annex E to this consent solicitation statement/proxy statement/prospectus and is incorporated by reference into this section.

Intrepid provided its opinion solely for the information and benefit of the Conflicts Committee (in its capacity as such) in connection with its evaluation of the Merger. The opinion does not address CCR’s

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underlying business decision to enter into the Merger or the relative merits of the Merger as compared with any other strategic alternative that may be available to CCR. The opinion is not intended to be and does not constitute a recommendation to any CCR Limited Partner as to how such CCR Limited Partner should act or vote with respect to the Merger or any other matter. In addition, the opinion was not rendered to or for the benefit of, and does not confer rights or remedies upon, any person other than the Conflicts Committee (including any equity holders, creditors, bondholders or other constituencies of CCR, the General Partner or CEIX). This summary is qualified in its entirety by reference to the full text of the opinion.

Intrepid’s opinion was necessarily based upon business, market, economic, regulatory and other conditions as they existed on, and were evaluated as of, October 22, 2020. Intrepid assumes no responsibility for updating, revising or reaffirming its opinion based on developments, circumstances or events occurring, or information made available to it, after October 22, 2020. Intrepid’s opinion did not express any opinion as to equity securities or debt securities of CCR or CEIX and the price, trading range or volume at which any securities will trade at any time.

In connection with rendering its opinion, Intrepid, among other things:

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For purposes of its analysis and opinion, Intrepid assumed and relied upon the accuracy and completeness of all of the foregoing information and any other financial, accounting, legal, operational, tax, reserves and other information and data provided to, discussed with or reviewed by it, and Intrepid has not assumed any responsibility for independent verification of the accuracy or completeness of any such information. Intrepid further relied upon the assurances of management of the General Partner and CEIX that they are not aware of any facts or circumstances that would make such information inaccurate, incomplete or misleading. With respect to financial and tax forecasts, projections and business plans of CCR and CEIX provided to it, Intrepid relied, with the consent of the Conflicts Committee, upon the assurances of management of the General Partner and CEIX that such data had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the General Partner and CEIX as to the future performance of CCR and CEIX, under the assumptions reflected therein. Intrepid expresses no view as to such financial and tax forecasts or any judgments, estimates or assumptions on which they were based. Intrepid relied upon, without independent verification, the assessment of management of the General Partner and CEIX as to the potential impact on CCR and CEIX, respectively, of the effects of the coronavirus pandemic (COVID-19) and related events on CCR’s and CEIX’s business and operations, which, if different than assumed, could have a material impact on Intrepid’s analyses or its opinion. As the Conflicts Committee is aware, the coal industry is experiencing unusual volatility and Intrepid expressed no opinion or view as to any potential effects of such volatility on CCR, CEIX or the Merger.

Intrepid relied, with the consent of the Conflicts Committee, upon the assessments of management of the General Partner and CEIX as to (i) the potential impact on CCR and CEIX of market and other trends and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the coal industry, and U.S. or foreign markets, (ii) the potential impact on the operations, results and prospects of CCR and CEIX of the Merger, and (iii) existing and future contracts and relationships, agreements and arrangements with related and third parties that are necessary or desirable for the operation of CCR and CEIX. Intrepid did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which CCR and CEIX is or may be a party or is or may be subject. Intrepid also assumed that there were no material changes in the liabilities, financing condition, results of operations, business or prospects of or relating to CCR or CEIX since the date of the latest information relating to CCR or CEIX, as applicable, made available to it. In arriving at its opinion, Intrepid did not conduct a physical inspection of the properties and facilities of CCR or CEIX and did not make or obtain any evaluations or appraisals of their respective assets or liabilities, nor has Intrepid been furnished with any such evaluations or appraisals.

In rendering its opinion, Intrepid assumed (in all respects material to its analysis and with the consent of the Conflicts Committee) that the representations and warranties of each party contained in the Merger Agreement

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are true and correct, and that each party will perform all of the covenants, undertakings and agreements required to be performed by it under the Merger Agreement, and the Merger will be consummated on the terms described in the Merger Agreement, without any waiver or modification of any material terms or conditions contained therein. Intrepid assumed that the final executed and delivered versions of all documents reviewed by it in draft form will conform in all material respects to the most recent drafts reviewed by it. Intrepid assumed that all governmental, regulatory or other consents, approvals or releases, including under the Partnership Agreement and any other agreement or contract to which CCR is a party will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the parties to the Merger or materially reduce the benefits of the Merger to CCR. Intrepid assumed that the Merger and the business of each of CCR, the General Partner and the other parties to the Merger will be and has been conducted in a manner that complies with all applicable federal, state and local statutes, rules and regulations. Intrepid assumed that CCR, the General Partner and the Conflicts Committee have relied upon the advice of their counsel, independent accountants and other advisors (other than Intrepid) as to all legal, financial reporting, tax, accounting, securities and regulatory matters with respect to the Merger.

Intrepid was not asked to pass upon, and expressed no opinion with respect to, any matter other than whether the Exchange Ratio in the Merger is fair, from a financial point of view, to the CCR Unaffiliated Unitholders. Intrepid was not asked to, nor does it express any view on, and its opinion does not address, any other terms, conditions, aspects or implications of the Merger or any agreements, arrangements or understandings entered into in connection therewith or otherwise, including the structure, form or timing of the Merger and the covenants and undertakings of CCR and CEIX in the Merger Agreement. In addition, Intrepid does not express any view regarding the relative merits of the Merger as compared to any other transaction or business strategy in which CCR might engage or the merits of the underlying decision by the GP Board to engage in the Merger and enter into and perform the Merger Agreement. Intrepid expresses no view or opinion as to the fairness of the Merger to any creditors, bondholders or other constituencies of CCR (other than the CCR Unaffiliated Unitholders, as described in Intrepid’s opinion) or its subsidiaries, or the fairness of the amount or nature of, or any other aspects relating to, the compensation to any officers, directors or employees of any parties to the Merger or class of such persons, relative to the Exchange Ratio or otherwise. Further, the Conflicts Committee did not authorize Intrepid to solicit, and Intrepid did not solicit, any indications of interest from any third party with respect to alternative transactions.

Intrepid’s opinion does not address accounting, legal, actuarial, regulatory or tax matters. Intrepid is not a legal, tax, commercial or bankruptcy advisor. Intrepid’s opinion does not constitute a solvency opinion and does not address the solvency or financial condition of CCR or any of the potential parties to the Merger. Intrepid’s opinion does not constitute a tax opinion. Intrepid’s opinion cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, regulatory, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the evaluation and impact of any transactions or matters described herein.

Intrepid does not express any opinion as to equity securities or debt securities of CCR or CEIX and the price, trading range or volume at which any securities will trade at any time, including following announcement of the Merger.

In arriving at its opinion, Intrepid did not attribute any particular weight to any particular analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Several analytical methodologies were employed by Intrepid in its analyses, and no one single method of analysis should be regarded as critical to the overall conclusion reached by Intrepid. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, Intrepid believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and all factors in their entirety, could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Intrepid, therefore, is based on the application of Intrepid’s own experience

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and judgment to all analyses and factors considered by it, taken as a whole. Intrepid’s opinion was approved by the fairness opinion committee of Intrepid.

Summary of Material Financial Analyses

Set forth below is a summary of the material financial analyses performed by Intrepid and reviewed with the Conflicts Committee on October 22, 2020, in connection with rendering Intrepid’s opinion to the Conflicts Committee.

Financial data for CCR and CEIX utilized in the financial analyses described below were based on, among other things, financial projections of CCR and CEIX, as prepared by the management of the General Partner and CEIX (such projections, together with the related assumptions, are referred to in this section as the “Projections”). See “—Unaudited Financial Projections of CEIX and CCR.”

For purposes of Intrepid’s indicative valuation analysis and with the consent of the Conflicts Committee, unless otherwise noted, the CCR valuation and the CEIX valuation reflected, among other things and as applicable, (i) balance sheet, cash flow and income statement data for CCR and CEIX, respectively, pro forma for the expected proceeds from the asset sales, based on the estimates reflected in the Projections, (ii) no value attributed to the incentive distribution rights in CCR given the lack of CCR’s current and projected Common Unit distributions, (iii) a value ascribed to the 1.7% economic general partner interest in CCR equal to 1.7% of the equity value of CCR, as calculated per the applicable valuation methodology (the “GP Interest”), and (iv) that CCR’s debt does not have a market value given that it is not publicly traded.

Also for purposes of Intrepid’s indicative valuation analyses, and with the consent of the Conflicts Committee, Intrepid calculated Adjusted EBITDA with respect to CCR and CEIX on a standalone basis, respectively, based on the estimates reflected in the Projections, as follows:

CCR

CEIX

The following is a summary of the material financial analyses performed by Intrepid with respect to CCR and CEIX, respectively, in preparing Intrepid’s opinion:

CCR

CEIX

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Intrepid calculated the implied exchange ratio ranges reflected in the financial analyses described below by comparing (i) the low end of the valuation range for CCR Common Units to the high end of the valuation range for CEIX Common Stock and (ii) the high end of the valuation range for CCR Common Units to the low end of the valuation range for CEIX Common Stock. The resulting implied exchange ratio ranges were then compared with the Exchange Ratio.

In addition, Intrepid performed certain other analyses which were reviewed with the Conflicts Committee. As reference analyses, Intrepid reviewed equity research reports, and any analyst price targets provided therein, from certain investment banks and performed a 52-week market trading analysis for CCR Common Units, CEIX Common Stock and the ratio of CCR Common Units to CEIX Common Stock.

The following summary does not purport to be a complete description of the financial and comparative analyses performed by Intrepid, nor does the order of analyses described represent relative importance or weight given to those analyses by Intrepid. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. A fairness opinion is thus not necessarily susceptible to partial analysis or summary descriptions.

The financial and comparative analyses summarized below include information presented in tabular format. In order to fully understand the analyses performed by Intrepid, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial and comparative analyses performed by Intrepid. Considering the data set forth in the tables below without considering the full narrative description of the analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial and comparative analyses performed by Intrepid. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data or conditions as they existed at the time of the delivery of the opinion, and is not necessarily indicative of current market conditions.

Comparable Company Trading Analysis

Intrepid performed a comparable company trading analysis of CCR and CEIX by reviewing and comparing the market values and trading multiples, as well as certain financial information and metrics, of the following publicly-traded companies that Intrepid deemed to have certain characteristics similar to those of CCR and CEIX, respectively:

Non-distressed peer companies:

Distressed peer companies:

These companies are referred to in this section as the “selected comparable companies.” Intrepid performed the comparable company trading analysis based on data derived from public company filings and disclosures, publicly available disclosures and broker research estimates. Although none of the selected comparable companies are directly comparable to either CCR or CEIX, the companies included were selected because they

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are coal companies with operations, asset profiles, financial profiles, and/or geographic exposure that, in Intrepid’s experience and professional judgment, for purposes of this analysis, may be considered similar to certain aspects of those of CCR and CEIX, respectively. Accordingly, Intrepid believes that purely quantitative analyses are not, in isolation, determinative in the context of the Merger and that qualitative judgments concerning differences between the financial and operating characteristics and prospects of CCR and CEIX, respectively, and the selected comparable companies also are relevant.

For each of the selected comparable companies, Intrepid calculated the following trading multiple based on information from public company filings and disclosures, publicly available disclosure statements and broker research estimates, using applicable market data as of October 21, 2020:

The resulting mean, median, high and low trading multiples of the selected comparable companies are set forth below.

The tables below include relevant multiple reference ranges with respect to CCR and CEIX, respectively, selected by Intrepid based on the trading multiples of the selected comparable companies set forth above and Intrepid’s professional judgment. For comparability with the trading multiples observed for the selected comparable companies as projected by broker research analysts, Intrepid utilized 2021E and 2022E Adjusted EBITDA metrics for CCR and CEIX, based on the estimates reflected in the Projections.

Intrepid applied these reference ranges to the applicable CCR financial metrics reflected in the Projections to derive implied total enterprise values. Using the estimates reflected in the Projections and June 30, 2020 balance sheet data, Intrepid then subtracted (i) CCR’s net debt pro forma for the estimated present value of the proceeds of the asset sales, (ii) asset retirement obligations, and (iii) the GP Interest, and divided the resulting equity values by the number of CCR Common Units outstanding to derive implied CCR Common Unit prices. Based upon this analysis, Intrepid determined an implied CCR Common Unit price range of $0.91 to $2.03, based on the averages of the respective minimum and maximum values as derived by such methodology.

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Intrepid applied these reference ranges to the applicable CEIX financial metrics reflected in the Projections to derive implied total enterprise values. Using the estimates reflected in the Projections and June 30, 2020 balance sheet data, Intrepid then subtracted (i) CEIX’s net debt pro forma for the present value of the proceeds of the asset sales and (ii) asset retirement obligations and added (i) the intercompany loan to CCR and (ii) the midpoint value of the CCR Common Units and the GP Interest owned by CEIX (each based on the comparable company analysis with respect to CCR above), and divided the resulting equity values by the number of shares of CEIX Common Stock outstanding to derive implied CEIX Common Stock share prices. Based upon this analysis, Intrepid determined an implied CEIX Common Stock share price range of $2.19 to $6.29 based on the averages of the respective minimum and maximum values as derived by such methodology.

Discounted Cash Flow Analysis

CCR

For purposes of this analysis, “unlevered free cash flow” is calculated as Adjusted EBITDA, plus GAAP expenses for legacy liabilities and estimated proceeds from the asset sales, and less capital expenditures. Intrepid performed discounted cash flow analyses based on the estimates reflected in the Projections to calculate the estimated present values of as of December 31, 2020 of: (i) the unlevered free cash flow that CCR is projected to generate for the four-year period beginning with the 12 months ending December 31, 2021, (ii) an implied terminal value with respect to CCR’s estimated unlevered free cash flow, (iii) CCR’s projected legacy liability cash servicing costs for the four-year period beginning with the 12 months ending December 31, 2021, and (iv) a terminal value with respect to the CCR legacy liability cash servicing costs.

Using an estimated weighted average cost of capital ranging from 13.75% to 17.0%, and based on the estimates reflected in the Projections, Intrepid discounted to December 31, 2020: (i) CCR’s estimated unlevered free cash flow, (ii) a range of illustrative terminal values with respect to CCR’s estimated unlevered free cash flow, calculated by applying a range of perpetuity growth rates of (2.0%) to 0.0%, (iii) CCR’s estimated legacy liability cash servicing costs and (iv) a range of illustrative terminal values with respect to CCR’s estimated legacy liability cash servicing costs, calculated by applying a range of perpetuity growth rates of (1.0%) to 1.0%. Intrepid derived the weighted average cost of capital range in the analyses above by application of the Capital Asset Pricing Model (“CAPM”) and each perpetuity growth rate range using its professional judgment and experience, taking into account, among other things, an analysis of CCR and the selected comparable companies.

From the sum of the present values of CCR’s estimated unlevered free cash flows and terminal values with respect to CCR’s estimated unlevered free cash flows, Intrepid then subtracted CCR’s estimated net debt as of December 31, 2020, based on the estimates reflected in the Projections, and the net present value of CCR’s legacy liability cash servicing costs (calculated as the sum of the present values of CCR’s estimated legacy liability cash serving costs and the terminal values with respect to CCR’s estimated legacy liability cash servicing costs) to arrive at the implied total equity values for CCR. Intrepid then subtracted the estimated value of the GP Interest and divided the resulting equity values for CCR by the estimated number of CCR Common Units outstanding as of December 31, 2020, based on estimates reflected in the Projections, to compute the implied CCR Common Unit prices. The analysis resulted in an implied CCR Common Unit price range of $0.37 to $2.35.

CEIX

For purposes of this analysis, “unlevered free cash flow” is calculated as Adjusted EBITDA, plus GAAP expenses for legacy liabilities and estimated proceeds from the asset sales, and less provision for taxes, changes in net working capital, capital expenditures and cash payments for asset retirement obligations. Intrepid performed discounted cash flow analyses based on the estimates reflected in the Projections to calculate the estimated present values of as of December 31, 2020 of: (i) the unlevered free cash flow that CEIX is projected to generate for the four-year period beginning with the 12 months ending December 31, 2021, (ii) an implied terminal value with respect to CEIX’s estimated unlevered free cash flow, (iii) CEIX’s projected legacy liability cash servicing costs for the four-year period beginning with the 12 months ending December 31, 2021, and (iv) a terminal value with respect to CEIX’s legacy liability cash servicing costs.

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Using an estimated weighted average cost of capital ranging from 13.75% to 16.5%, Intrepid discounted: (i) CEIX’s estimated unlevered free cash flow, (ii) a range of illustrative terminal values with respect to CEIX’s estimated unlevered free cash flow, calculated by applying a range of perpetuity growth rates of (2.0%) to 0.0%, (iii) CEIX’s estimated legacy liability cash servicing costs and (iv) a range of illustrative terminal values with respect to CEIX’s estimated legacy liability cash servicing costs, calculated by applying a range of perpetuity growth rates of (1.0%) to 1.0%. Intrepid derived such weighted average cost of capital range by application of the CAPM and each perpetuity growth rate range using its professional judgment and experience, taking into account, among other things, an analysis of CEIX and the selected comparable companies.

From the sum of the present values of CEIX’s estimated unlevered free cash flows and terminal values with respect to CEIX’s estimated unlevered free cash flows, Intrepid then subtracted CEIX’s estimated net debt as of December 31, 2020, based on the estimates reflected in the Projections, and the net present value of CEIX’s legacy liability cash servicing costs (calculated as the sum of the present values of CEIX’s estimated legacy liability cash serving costs and the terminal values with respect to CEIX’s estimated legacy liability cash servicing costs), and added the estimated value of the intercompany loan to CCR as of December 31, 2020, based on the estimates reflected in the Projections, and the midpoint values of the GP Interest and the CCR Common Units owned by CEIX (each based on Intrepid’s discounted cash flow analysis with respect to CCR above) to arrive at the implied total equity values for CEIX, inclusive of interests in CCR. Intrepid then divided the implied equity values for CEIX, inclusive of interests in CCR, by the estimated number shares of CEIX Common Stock outstanding as of December 31, 2020, based on the estimates reflected in the Projections, to compute the implied CEIX Common Stock share prices. The analysis resulted in an implied CEIX Common Stock share price range of $4.75 to $9.57.

Precedent Premiums Paid Analysis

Intrepid compared the premiums implied by the Exchange Ratio with premiums received in selected precedent parent/MLP simplification transactions. Intrepid calculated the implied premiums received considering the offer exchange ratio relative to the historical target/acquirer exchange ratio calculated based on prior 1-day closing prices, 10-day volume-weighted average prices (“VWAP”), 20-day VWAP, 30-day VWAP, 60-day VWAP and 90-day VWAP using publicly available information. Intrepid considered that premiums paid in the selected precedent simplification transactions have varied widely based on specific considerations with respect to each transaction and that there are inherent differences between each of the targets and transactions analyzed by Intrepid relative to CCR, CEIX and the Merger, respectively. Intrepid analyzed the following simplification transactions:

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The median, average, high and low premiums are set forth below:

Intrepid reviewed the relevant merger premiums and derived a range of premiums to CCR’s 30-day volume-weighted average Common Unit price as of October 21, 2020, of 3.1% to 21.7%. Intrepid determined an implied CCR Common Unit price range of $3.33 to $3.93.

Intrepid made numerous judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Mathematical analysis, such as determining the median and average, is not in itself a meaningful method of using comparable transaction data. Also, the transaction premiums for the precedent transactions reflect the cyclicality of the energy industry and any potential business, economic, market, regulatory and other conditions impacting such transactions.

Exchange Ratio Summary

Intrepid analyzed the implied exchange ratios resulting from the comparable company trading analyses, discounted cash flow analyses and precedent premiums paid analysis utilized to value the CCR Common Units and CEIX Common Stock. Intrepid calculated the implied exchange ratio ranges by comparing (i) the low end of the valuation range for CCR Common Units to the high end of the valuation range for CEIX Common Stock and (ii) the high end of the valuation range for CCR Common Units to the low end of the valuation range for CEIX Common Stock. The resulting implied exchange ratio reference ranges utilizing each applicable valuation methodology are summarized below.

Intrepid compared the Exchange Ratio to each of the implied exchange ratio ranges derived by Intrepid from the aforementioned analyses.

General

As described above in this section, the preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Intrepid’s opinion. In arriving at its fairness determination, Intrepid considered the results of all of its analyses and, except as otherwise described herein, did not attribute any particular weight to any factor or analysis considered by it. Intrepid made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses taken as a whole. No company or transaction used in the above analyses as a comparison is directly comparable to CCR, CEIX or the contemplated

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transaction. Accordingly, these analyses must take into account differences in the financial and operating characteristics of the selected comparable companies and differences in the structure and timing of the selected transactions and other factors that would affect the public trading value and acquisition value of the companies considered.

Intrepid prepared these analyses for purposes of Intrepid providing its opinion only to the Conflicts Committee as to the fairness, from a financial point of view, of the Exchange Ratio in the Merger to the CCR Unaffiliated Unitholders. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of CCR, the General Partner, Intrepid or any other person assumes responsibility if future results are materially different from those forecast.

As described above, Intrepid’s opinion to the Conflicts Committee was only one of many factors taken into consideration by the Conflicts Committee and should not be viewed as determinative of the views of the Conflicts Committee in making its determination to approve the Merger. The foregoing summary does not purport to be a complete description of the analyses performed by Intrepid in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Intrepid attached as Annex E to this consent solicitation statement/proxy statement/prospectus.

Miscellaneous

Intrepid and its affiliates, as part of their investment banking business, are regularly engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, private placements and other transactions as well as for real estate, corporate and other purposes. Intrepid and its affiliates also engage in advisory work, private equity activities, underwriting and financing, principal investing, investment management and other financial and non-financial activities and services for various persons and entities.

Intrepid and its affiliates and employees, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in (i) equity, debt and other securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments (including bank loans and other obligations) of CCR, CEIX, any of their respective affiliates and third parties or any of the other parties to the transactions contemplated by the Merger Agreement, or (ii) any currency or commodity that may be involved in the transactions and other matters otherwise contemplated by the Merger Agreement for the accounts of Intrepid and its affiliates and employees and their customers.

Intrepid acted as financial advisor to the Conflicts Committee in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. Intrepid may in the future provide certain investment banking services to CCR, the General Partner, CEIX and/or their affiliates, for which Intrepid may receive compensation.

Intrepid was engaged by the Conflicts Committee to act as its financial advisor in connection with an evaluation of the Merger by entering into an engagement letter. The engagement letter between the Conflicts Committee and Intrepid provides for an opinion fee of $750,000, which has been paid to Intrepid by CCR and was earned by Intrepid upon delivery, regardless of the conclusion reached by Intrepid. The Intrepid engagement letter also provides for a financial advisory fee of $500,000, which was paid upon execution of the engagement letter, and a transaction fee of $500,000, which becomes payable upon the consummation of the Merger. In addition, CCR has agreed to reimburse Intrepid for certain of its expenses, including certain attorneys’ fees and disbursements, and to indemnify Intrepid and related persons against various liabilities, including certain liabilities under the federal securities laws. During the past two years, no material relationship has existed

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between Intrepid and its affiliates and CEIX, CCR or any of their respective affiliates pursuant to which compensation was received by Intrepid or its affiliates as a result of such a relationship.

The Conflicts Committee selected Intrepid as its financial advisor because it is a nationally recognized investment banking firm and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, private placements and valuations for corporate and other purposes. The Conflicts Committee selected Intrepid to act as its financial advisor on the basis of Intrepid’s qualifications and expertise, knowledge of the energy industry, reputation in the investment community, independence and experience in transactions similar to the transactions described in the Merger Agreement, as well as familiarity with CCR and CEIX.

Interests of Certain Persons in the Merger

CCR Limited Partners should be aware that CCR is controlled by CEIX through CEIX’s 100% ownership of the General Partner. The General Partner owns all of the outstanding general partner interests in CCR. As a result, CEIX appoints the members of the GP Board and thereby could be seen as controlling all of CCR’s decisions, other than those involving certain conflicts of interest with CEIX or that require an affirmative vote of the CCR Limited Partners pursuant to the Partnership Agreement. In addition, as of November 27, 2020, CEIX beneficially owned 16,811,818 CCR Common Units, which represents approximately 60.7% of the outstanding CCR Common Units.

Certain persons associated with CEIX have a relationship with CCR.

The table below sets forth, as of November 27, 2020, the beneficial ownership of CEIX Common Stock and CCR Common Units held by: (1) any person known by CEIX and CCR to be the beneficial owner of more than 5% of the outstanding shares of CEIX Common Stock or CCR Common Units; (2) the directors and Named Executive Officers of the General Partner, individually and as a group; and (3) the directors and Named Executive Officers of CEIX, individually and as a group.

The amounts and percentage of units or shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest. Except as indicated by footnote, the persons named in the tables below have sole voting and investment power with respect to all shares of CEIX Common Stock and CCR Common Units shown as beneficially owned by them, subject to community property

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laws where applicable. Unless indicated otherwise by footnote, the address of each person or entity named in the table is 1000 CONSOL Energy Drive, Suite 100, Canonsburg, Pennsylvania 15317-6506.