PITTSBURGH, Feb. 19,
2024 /PRNewswire/ -- CNX Resources Corporation (NYSE:
CNX) ("CNX") today announced the final results and expiration of
its previously announced cash tender offer (the "Tender Offer") to
purchase any and all of the $350
million aggregate principal amount outstanding of its 7.250%
Senior Notes due 2027 (the "2027 Notes"). As of 5:00 p.m., New York
City time, on February 16,
2024, the expiration time for the Tender Offer (the
"Expiration Time"), CNX had received tenders for an aggregate
principal amount of $312,227,000 of
the outstanding 2027 Notes, or 89.21% of the aggregate principal
amount of 2027 Notes outstanding. These amounts exclude any 2027
Notes that may be tendered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase and the Notice of
Guaranteed Delivery (each as defined below).
The Tender Offer was made pursuant to the terms and conditions
contained in the Offer to Purchase, dated February 12, 2024 (the "Offer to Purchase"), and
the related notice of guaranteed delivery for the Tender Offer (the
"Notice of Guaranteed Delivery").
In accordance with the terms of the Tender Offer, CNX will pay
the purchase price (the "Purchase Price") for the 2027 Notes
validly tendered prior to the Expiration Time or pursuant to the
Notice of Guaranteed Delivery on February
23, 2024 (the "Settlement Date"). The Purchase Price to be
paid for the 2027 Notes is $1,018.97
for each $1,000 principal amount of
the 2027 Notes validly tendered and accepted for purchase pursuant
to the Tender Offer, plus accrued and unpaid interest on the 2027
Notes validly tendered and accepted for purchase from the last
interest payment date up to, but not including, the Settlement
Date. For avoidance of doubt, interest on the 2027 Notes will cease
to accrue on the Settlement Date for all 2027 Notes accepted in the
Tender Offer. All 2027 Notes purchased on the Settlement Date will
subsequently be retired.
Concurrently with the commencement of the Tender Offer, CNX
issued a conditional notice, pursuant to the indenture governing
the 2027 Notes, to redeem (the "Redemption") all 2027 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 contemporaneous offering of new senior
notes (the "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 retained J.P. Morgan Securities LLC to serve as the Lead
Dealer Manager and TD Securities (USA) LLC to serve as the Dealer Manager for
the Tender Offer. Global Bondholder Services Corporation served as
the tender agent and information agent for the Tender Offer.
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 2027 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 the new 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 Tender 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.
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SOURCE CNX Resources Corporation