In 1860, in the hills of Appalachian Maryland, a group of small mining companies joined together to form Consolidation Coal Company. After a brief delay due to the Civil War, the company launched its first active mining operation in 1864, and it continued to grow over the next 150 years, eventually becoming the US’s leading producer of high-BTU bituminous coal.
In the 1990s, the company diversified into the natural gas sector, becoming one of the largest independent natural gas exploration, development, and production companies. Last year, though, the company, then known as CONSOL Energy, decided to divide its assets and create two separate entities: the natural gas production and exploration company CNX Resources Corporation and the coal company CONSOL Energy. Luckily, Stephanie Gill was there to help with the split, with the right experience and the right team to help launch the two new companies into the future.
“After 150 years of operations, it was necessary to divide the assets, keeping the gas assets with the gas company and the coal assets with the coal company,” Gill says. “This historic transaction transformed a 150-year-old company into two impressive companies that are positioned to singularly focus on their respective industries and market segments.”
Thanks to her background in mergers and acquisitions, Gill herself was perfectly positioned to help see CONSOL through its transformation. Before joining the company in 2005, she had been a shareholder at Buchanan Ingersoll & Rooney, where she focused on transactions and corporate governance. She joined CONSOL when a former colleague invited her to help him build the legal department.
“After meeting with several employees and realizing that they were energetic, hard-working, and personable people with a common mission, I accepted the offer,” Gill says. “This marked the beginning of a challenging and exciting opportunity.” She started as senior counsel and, over the years, progressed to her current position as vice president, secretary, and general counsel of CNX. By the time she was helping to steer CONSOL through its separation, she had more than a decade of experience with its operations.
The transaction team—composed of numerous employees beyond the legal department—had a tight time frame in which to accomplish its work. The team filed its first Form 10 with the Securities and Exchange Commission (SEC) in July 2017 and closed just four months later. In that time, it drafted numerous agreements, worked with the SEC and the Internal Revenue Service, addressed the separation of employee benefits and responsibilities, coordinated with consultants, notified third parties of the spin, and more. “It was a massive team effort across the board and an accomplishment that both companies are very proud of,” Gill says.
The legal team worked with every department in the company to assist with the strategy and documentation needed to complete the separation. During that time, as was the case with many other departments, the legal team’s workload doubled as its members handled their everyday responsibilities and the additional tasks required to effectuate
the spin.
It was the energy and dedication of CONSOL’s employees that had drawn Gill to the company a decade before, and it was that dedication that ensured the business’s successful split and the launch of its newly separated entities. “It made for one of the most gratifying and rewarding transactions I have ever been a part of,” Gill says. “The transaction was a challenging endeavor for everyone, but the entire company worked tirelessly for almost twelve months to effectuate the spin, a transaction that resulted in two impressive companies singularly focused on their respective industries.”
Gill is now continuing her work with CNX, with a team of four lawyers, a senior paralegal, and a project analyst. Together, they have more than 120 years of experience. That legal department and the entire management team are just a couple of the many things she likes about working for the new company. “We work together toward a common goal,” she says, “providing power to the world, our country, and our communities.”
