CNX Resources Corp false 0001070412 0001070412 2024-02-12 2024-02-12 0001070412 us-gaap:CommonStockMember 2024-02-12 2024-02-12 0001070412 cnx:PreferredSharePurchaseRightsMember 2024-02-12 2024-02-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2024

 

 

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14901   51-0337383

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

CNX Center
1000 Horizon Vue Drive
Canonsburg, Pennsylvania 15317
(Address of principal executive offices)
(Zip code)

Registrant’s telephone number, including area code:

(724) 485-4000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol

 

Name of each exchange

on which registered

Common Stock ($.01 par value)   CNX   New York Stock Exchange
Preferred Share Purchase Rights     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 


Item 7.01

Regulation FD Disclosure.

On February 12, 2024, CNX Resources Corporation (the “Company”) issued a press release announcing the private offering of $400 million aggregate principal amount of senior notes due 2032. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On February 12, 2024, the Company issued a press release announcing the commencement of a cash tender offer for any and all of its outstanding 7.250% senior notes due 2027. 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 February 12, 2024 announcing the private offering of $400 million of senior notes by CNX Resources Corporation.
99.2    Press Release dated February 12, 2024 announcing the commencement of a cash tender offer for any and all of CNX Resources Corporation’s outstanding 7.250% senior notes due 2027.
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/ Alan K. Shepard

Name:   Alan K. Shepard
Title:   Chief Financial Officer

Dated: February 12, 2024

Exhibit 99.1

 

LOGO

CNX Resources Corporation Announces Private Offering of $400 Million of Senior Notes

PITTSBURGH, February 12, 2024 – 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.

Exhibit 99.2

 

LOGO

CNX Resources Corporation Announces Tender Offer for its 7.250% Senior Notes due 2027

PITTSBURGH, February 12, 2024 – CNX Resources Corporation (NYSE: CNX) (“CNX”) today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 7.250% Senior Notes due 2027 (the “Notes”).

Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below.

 

Title of Security

  

CUSIP

  

Principal Amount
Outstanding

  

U.S. Treasury Reference

Security

  

Bloomberg
Reference Page

  

Fixed Spread

(basis points)

7.250% Senior Notes due 2027   

144A (12653CAC2)

 

Reg S (U1749LAB0)

  

$350,000,000

 

   0.250% U.S. Treasury due March 15, 2024    FIT3    0

The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, on February 16, 2024, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price will be based on a yield to March 14, 2024, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on March 14, 2024, at the specified redemption price for such date of 101.813% of the principal amount, as described in the Offer to Purchase.

In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial date on which CNX makes payment for such Notes, which date is currently expected to be February 23, 2024, assuming that the Tender Offer is not extended or earlier terminated .

The Tender 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 Tender Offer, by calling (855) 654-2015 (toll free) or, for banks and brokers, (212) 430-3774 or by email at contact@gbsc-usa.com.

The Tender Offer will expire at 5:00 p.m. New York City Time on February 16, 2024, 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 Purchase Price for their Notes.

The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by CNX (the “new notes offering”) on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to CNX. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered and the Tender Offer may be amended, extended, terminated or withdrawn, subject to applicable law.


Concurrently with the commencement of the Tender Offer, CNX issued a conditional notice, pursuant to the indenture governing the Notes, to redeem (the “Redemption”) all Notes not purchased in the Tender Offer, at a redemption price of 101.813% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date of March 14, 2024 (the “redemption date”). The Redemption is conditioned on the closing of CNX’s new notes offering and its receipt of net proceeds from such offering, and there can be no assurance the Redemption will be completed. The Redemption may be terminated and the redemption notice may be rescinded in the event such conditions shall not have been satisfied by the redemption date.

CNX has retained J.P. Morgan Securities LLC to serve as the Lead Dealer Manager and TD Securities (USA) LLC to serve as the Co-Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (U.S. toll free) or (212) 834-4087 (collect).

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 constitute an offer to purchase or the solicitation of an offer to sell any Notes in the Tender Offer nor does it constitute a notice of redemption under the indenture governing the 2027 Notes. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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. 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, including those relating to the offer, the new notes offering and the Redemption, speak only as of the date of this press release; we disclaim any obligation to update these statements. 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.

v3.24.0.1
Document and Entity Information
Feb. 12, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name CNX Resources Corp
Amendment Flag false
Entity Central Index Key 0001070412
Document Type 8-K
Document Period End Date Feb. 12, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-14901
Entity Tax Identification Number 51-0337383
Entity Address, Address Line One CNX Center
Entity Address, Address Line Two 1000 Horizon Vue Drive
Entity Address, City or Town Canonsburg
Entity Address, State or Province PA
Entity Address, Postal Zip Code 15317
City Area Code (724)
Local Phone Number 485-4000
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock ($.01 par value)
Trading Symbol CNX
Security Exchange Name NYSE
Preferred Share Purchase Rights [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Preferred Share Purchase Rights
Trading Symbol
Security Exchange Name NYSE

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