CNX Resources Corp 8-K, filed Sep 15, 2021
CNX Resources Corp (CNX)
About this 8-K
CNX Resources Corp filed this 8-K on September 15, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On September 15, 2021, CNX Midstream Partners LP (“CNXM”), a wholly owned subsidiary of CNX Resources Corporation, issued a press release announcing the private offering of $400 million aggregate principal amount of senior notes due 2030. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On September 15, 2021, CNXM issued a press release announcing the commencement of a cash tender offer for any or all of its outstanding 6.500% senior notes due 2026 with a maximum aggregate principal amount of $400 million. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information included in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated September 15, 2021 announcing the offering of $400 million of senior notes by CNXM. | |
| 99.2 | Press Release dated September 15, 2021 announcing the commencement of a cash tender offer up to $400 million of CNXM’s outstanding 6.500% senior notes due 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CNX RESOURCES CORPORATION | ||
| By: | /s/ Donald W. Rush | |
| Name: | Donald W. Rush | |
| Title: | Chief Financial Officer | |
Dated: September 15, 2021
Exhibit 99.1
CNX Midstream Partners LP Announces Private Offering of $400 Million of Senior Notes
PITTSBURGH, September 15, 2021 – CNX Midstream Partners LP (“CNX Midstream,” “we” or “our”), a wholly owned subsidiary of CNX Resources Corporation (NYSE: CNX), today announced that it intends, subject to market and other conditions, to offer and sell to eligible purchasers $400 million aggregate principal amount of senior notes due 2030 (the “Notes”) in a private offering (the “Notes Offering”). The Notes will be guaranteed by all of CNX Midstream’s wholly-owned domestic restricted subsidiaries that guarantee its revolving credit facility. CNX Midstream intends to use the net proceeds of the sale of the Notes together with cash on hand and borrowings under its revolving credit facility to purchase any and all of the approximately $400 million aggregate principal amount outstanding of its 6.500% senior notes due 2026 (the “2026 Notes”) pursuant to a tender offer (the “Tender Offer”) that commenced concurrently with the Notes Offering and to redeem any of its 2026 Notes that remain outstanding after completion of the Tender Offer. The Notes Offering is not conditioned on the consummation of the Tender Offer. The Tender Offer is conditioned on, among other things, the consummation of the Notes Offering.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
CNX Midstream owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.
Cautionary Statements:
This press release does not constitute an offer to sell or the solicitation of an offer to buy any Notes nor shall there be any sale of Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering may be made only by means of an offering memorandum.
Various statements in this release, including those that express a belief, expectation or intention, may be considered “forward-looking statements” (within the meaning of the federal securities laws) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication specifically include statements regarding the proposed terms of the Notes Offering, the anticipated use of proceeds therefrom and the Tender Offer.
Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” “will” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements.
When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements unless required by securities laws, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.
Contacts:
Investor: Tyler Lewis at (724) 485-3157
Media: Brian Aiello at (724) 485-3078
Exhibit 99.2
CNX Midstream Partners LP Announces Tender Offer for its 6.500% Senior Notes due 2026
PITTSBURGH, September 15, 2021 – CNX Midstream Partners LP (“CNX Midstream”), a wholly owned subsidiary of CNX Resources Corporation (NYSE: CNX), today announced that it has commenced a cash tender offer (the “offer”) to purchase any and all of the outstanding senior notes listed in the following table at the cash purchase price shown in the column titled “Purchase Price per $1,000 of Notes.”
| Issuer |
Title of Security |
CUSIP |
Principal Amount Outstanding |
Purchase Price per $1,000 of Notes | ||||
| CNX Midstream Partners LP and CNX Midstream Finance Corp. |
6.500% Senior Notes due 2026 | 12654TAA8 (144A)
U17498AA1 (Reg. S) |
$400,000,000 | $1,051.70 |
Holders whose notes are purchased will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the settlement date.
The offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent for the offer, by calling (866)-470-3700 (toll free) or, for banks and brokers, (212) 430-3774 or by email at contact@gbsc-usa.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.gbsc-usa.com/cnxm/.
The offer will expire at 5:00 p.m. New York City Time on September 21, 2021, unless extended or earlier terminated (such time and date as the same may be extended, the “Expiration Time”). Tendered notes may be withdrawn at any time before the Expiration Time. Holders of notes must validly tender and not validly withdraw their notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their notes.
Settlement for notes tendered prior to the Expiration Time and accepted for purchase will occur promptly after the Expiration Time, which is expected to be September 22, 2021, assuming that the offer is not extended or earlier terminated. The settlement date for any notes tendered pursuant to a Notice of Guaranteed Delivery is expected to be on September 24, 2021, subject to the same assumption.
The offer for the notes is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by CNX Midstream on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to CNX Midstream. The offer is not conditioned upon any minimum amount of notes being tendered and the offer may be amended, extended, terminated or withdrawn, subject to applicable law.
CNX Midstream has retained Wells Fargo Securities, LLC to serve as the exclusive Dealer Manager for the offer. Questions regarding the terms of the offer may be directed to Liability Management Group at (704) 410-4756 (collect) or (866) 309-6316 (U.S. toll-free).
CNX Midstream owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.
This release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Various statements in this release, including those that express a belief, expectation or intention, may be considered “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication specifically include statements regarding the proposed terms of the offer.
Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” “will” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements.
When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are t and many of which are beyond our control.