| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 15, 2021, CNX Midstream Partners LP (“CNXM”), a wholly owned subsidiary of CNX Resources Corporation, and certain subsidiaries of CNXM entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC (the “Initial Purchaser”), with respect to a private offering (the “Notes Offering”) by CNXM of $400,000,000 aggregate principal amount of 4.750% senior notes due 2030 (the “Notes”), along with the related guarantees of the Notes. The Notes Offering is expected to close on or about September 22, 2021, in accordance with the terms of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and agreements by CNXM and all of CNXM’s current subsidiaries that guarantee its obligations under its revolving credit facility and certain of its future subsidiaries (the “Guarantors”) and customary conditions to closing, obligations of the parties and termination provisions. CNXM and the Guarantors have agreed to indemnify the Initial Purchaser against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Initial Purchaser may be required to make because of any of those liabilities.
CNXM intends to use the net proceeds from the Notes Offering and cash on hand/borrowings under its revolving credit facility to fund the tender offer with respect to any or all of its outstanding 6.500% senior note due 2026, which commenced on September 15, 2021, with a maximum aggregate principal amount of $400 million.
The Initial Purchaser and their respective affiliates have provided, and may in the future provide, various financial advisory, sales and trading, commercial and investment banking and other financial and non-financial activities and services to CNXM and its affiliates, for which they received or will receive customary fees and expenses.
The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated in this Item 1.01 by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 15, 2021, CNXM issued a press release announcing the pricing of the Notes at a price of 100.00% of par with an effective yield of 4.750%. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 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 Exhibit 99.1 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
