PITTSBURGH, Feb. 12,
2024 /PRNewswire/ -- CNX Resources Corporation (NYSE:
CNX) ("CNX," "we" or "our") today announced that it intends,
subject to market and other conditions, to offer and sell in a
private placement to eligible purchasers $400 million of senior notes due 2032 (the
"Notes"). The Notes will be guaranteed by all of CNX's restricted
subsidiaries that guarantee its revolving credit facility.
Concurrently with this offering, we commenced a tender offer
(the "Tender Offer") to purchase for cash any and all of our 7.250%
senior notes due 2027 (our "2027 Notes") validly tendered and not
validly withdrawn. The Tender Offer is made only by and
pursuant to the terms of the Offer to Purchase. Additionally,
concurrently with this offering and the commencement of the Tender
Offer, we issued a conditional notice to redeem all 2027 Notes not
purchased in the Tender Offer (the "Redemption"). The Tender Offer
and the Redemption are each conditioned on the consummation of this
offering.
CNX intends to use the net proceeds of the sale of the Notes to
(i) purchase any and all of its outstanding 2027 Notes pursuant to
the Tender Offer, (ii) to the extent any 2027 Notes remain
outstanding after the Tender Offer, fund the Redemption and (iii)
repay borrowings under its revolving credit facility, with any
remaining proceeds used for general corporate purposes.
The Notes have not been, and will not be, 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 Resources Corporation (NYSE: CNX) is a premier, ultra-low
carbon intensive natural gas development, production, midstream,
and technology company centered in Appalachia, one of the most
energy abundant regions in the world. With the benefit of a
160-year regional legacy, substantial asset base, leading core
operational competencies, technology development and innovation,
and astute capital allocation methodologies, we responsibly develop
our resources and deploy free cash flow to create long-term per
share value for our shareholders, employees, and the communities
where we operate. As of December 31,
2023, CNX had 8.74 trillion cubic feet equivalent of proved
natural gas reserves.
Cautionary Statements:
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any offer, solicitation or sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The offering of
Notes may be made only by means of an offering memorandum. This
press release does not constitute an offer to purchase or the
solicitation of an offer to sell any 2027 Notes in the Tender
Offer, nor does it constitute a notice of redemption under the
indenture governing the 2027 Notes.
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. 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, including those relating to the offering of
Notes and the use of proceeds therefrom, the Tender Offer and the
Redemption, 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. These risks, contingencies and
uncertainties relate to, among other matters, the factors discussed
in our 2023 Annual Report on Form 10-K under "Risk Factors," which
is on file at the U.S. Securities and Exchange Commission.
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SOURCE CNX Resources Corporation