As filed with the Securities and Exchange Commission on September 28, 2020
Registration No. 333-199149
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CNX Midstream Partners LP
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 47-1054194 (I.R.S. Employer Identification No.) | |
CNX Center 1000 CONSOL Energy Drive Canonsburg, Pennsylvania 15317-6506 (724) 485-4000 (Address of principal executive offices)
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CNX MIDSTREAM PARTNERS LP 2014 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Donald W. Rush
Chief Financial Officer
CNX Midstream GP LLC
CNX Center
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317-6506
(724) 485-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Nick S. Dhesi
Latham & Watkins LLP
811 Main Street Suite 3700
Houston, Texas 77002
(713) 546-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement No. 333-199149 on Form S-8, filed by CNX Midstream Partners LP, a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission on October 3, 2014 (the “Registration Statement”), pertaining to the registration of 5,800,000 common units representing limited partner interests of the Partnership under the CNX Midstream Partners LP 2014 Long-Term Incentive Plan.
On September 25, 2020, the limited partners of the Partnership approved that certain Agreement and Plan of Merger, dated as of July 26, 2020 (the “Merger Agreement”), by and among CNX Resources Corporation, a Delaware corporation (“CNX”), CNX Resources Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of CNX (“Merger Sub”), the Partnership and CNX Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership continuing and surviving as a wholly owned subsidiary of CNX following the Merger.
The Merger became effective on September 28, 2020, upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. In connection with the completion of the Merger, the Partnership terminated all offerings of securities pursuant to the Registration Statement. In accordance with undertakings made by the Partnership in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Partnership hereby removes from registration all of such securities of the Partnership registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Canonsburg, Commonwealth of Pennsylvania, on September 28, 2020.
CNX MIDSTREAM PARTNERS LP | ||
By: CNX MIDSTREAM GP, LLC, its general partner | ||
| By: | /s/ Donald W. Rush | |
Name: Donald W. Rush | ||
| Title: Chief Financial Officer and Director | ||
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
