CNX RESOURCES CORP: Signing of a Material Definitive Agreement, Financial Statements and Supporting Documents (Form 8-K)



Item 1.01 Conclusion of a Material Definitive Agreement.


At September 22, 2021, CNX Midstream Partners LP (the “Issuer”), a wholly owned subsidiary of CNX Resource Company, made a private placement (the “Offer”) of $ 400 million aggregate principal amount of its 4.750% Senior Notes due 2030 (the “Notes”), together with the associated guarantees on the Notes (the “Guarantees”). The Issuer received net proceeds of approximately
$ 394 million of the Offer, after deduction of the initial purchasers’ discount and commissions and the estimated offering costs payable by the Issuer, and the Issuer has used a portion of such net proceeds from the Offer and the cash and borrowings under its revolving credit facility to fund the Offer Offer on all or a portion of its outstanding 6.500% Senior Notes due 2026 (the “2026 Notes”), which started on September 15, 2021 (the “Takeover Offer”). The Issuer will use the remaining net proceeds of the Offer and cash on hand and borrowings under its Revolving Credit Facility to fund its previously announced repayments of all 2026 Notes not purchased in the Offer. public purchase and which remain in circulation on October 15, 2021. The Notes were issued in a transaction exempted from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and were resold by the original purchasers on the basis of Rule 144A and Regulation S of the Securities Act.

The Notes and Guarantees were issued under a Deed of Trust (the “Deed of Trust”), dated September 22, 2021, among the Issuer, the guarantors who are parties to it (the “Guarantors”) and UMB Bank, NA., as a trustee (the “Trustee”). The notes bear interest at September 22, 2021 at the rate of 4.750% per annum. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, starting April 15, 2022. The Notes expire on April 15, 2030.

The Notes rank equally in right of payment with all existing and future senior debts of the Issuer and have priority over any subordinated debt that the Issuer may contract. The Guarantees rank equally in the right of payment of all existing and future senior debts of the Guarantors.

On or after April 15, 2025, the Issuer may redeem all or part of the Notes at the redemption prices indicated below, increased, where applicable, by accrued and unpaid interest up to the redemption date, but not included (subject to the rights of the holders of the Securities on the record date to receive interest due on the relevant interest payment date), from March 15 of the years indicated:

Year                   Percentage
2025                       102.375 %
2026                       101.188 %
2027 and thereafter        100.000 %

Prior to April 15, 2025, the Issuer may at one or more times redeem up to 40% of the principal amount of the Notes with a cash amount not exceeding the amount of the net cash proceeds of one or more offers of shares at a price of reimbursement equal to 104.750% of the principal amount of the Notes to be reimbursed, plus accrued and unpaid interest, if applicable, up to, but not including, the date of reimbursement, provided that at least 60% of the total amount in principal of the Notes originally issued on the issue date (excluding the notes held by the Issuer and its subsidiaries) remains in circulation after each redemption and the redemption takes place within 180 days of the closing date of the offer of shares.

Anytime or from time to time before April 15, 2025, the Issuer may also redeem all or part of the Notes, at a redemption price equal to 100% of their principal amount plus the Applicable Premium, as defined in the Deed, plus accrued and unpaid interest, if applicable. , at, but excluding the redemption date (subject to the rights of the holders of the Notes on the relevant registration date to receive the interest due on the relevant interest payment date).

The Deed contains restrictive covenants which will limit the ability of the Issuer and the Guarantors to (i) contract, assume or guarantee additional indebtedness or issue preferred shares; (ii) create privileges to guarantee indebtedness; (iii) make distributions on, purchase or redeem interests in the Issuer or purchase or redeem subordinated debt; (iv) make investments; (v) restrict dividends, loans or other transfers of assets from restricted subsidiaries of the Issuer; (vi) consolidate or merge with or in, or sell substantially all of its properties to another person;

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(vii) sell or otherwise dispose of assets, including interests in subsidiaries; (viii) enter into transactions with affiliated companies; and (ix) create unrestricted subsidiaries. These commitments are subject to important exceptions and reservations. If the Notes obtain an investment grade rating of one of the Standard & Poor’s Rating Services Where Moody’s Investors Service, Inc. and no default under the Indenture exists, many of the above commitments will terminate.

The Indenture also contains customary events of default, including (i) a 30-day default on payment at maturity of interest on the Notes; (ii) non-payment on maturity of the principal or premium, as the case may be, of the Notes at maturity, on redemption or otherwise; (iii) defaults on commitments, (iv) cross defaults on certain debts and (v) certain cases of bankruptcy or insolvency with regard to the Issuer or the Guarantors. If an Event of Default occurs and continues, the Trustee or holders of at least 25% of the aggregate principal amount of the Notes then outstanding may declare that all Notes are due and payable immediately.

If the Issuer undergoes certain types of changes of control, the holders of Notes will be entitled to require the Issuer to redeem all or part (equal to $ 2,000 or an integer multiple of $ 1,000 in excess of $ 2,000) Securities of such holder pursuant to an offer on the terms set out in the Deed. The Issuer will offer to make a cash payment (a “Change of Control Payment”) equal to 101% of the total principal amount of the Securities redeemed plus accrued and unpaid interest on the Securities redeemed up to, but not including , the date of purchase, subject to the rights of the holders of the Notes on the relevant registration date to receive the interest due on the relevant interest payment date.

The foregoing description of the Deed does not purport to be complete and is qualified in its entirety by reference to the Deed, a copy of which is filed as Exhibit 4.1 of this current Report on Form 8-K and is incorporated herein. by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

Number                               Description of Exhibit

4.1            Indenture, dated as of September 22, 2021, among CNX Midstream
             Partners LP, the guarantors party thereto and UMB Bank, N.A., as

104          Cover Page Interactive Data File (embedded within the Inline XBRL

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