CNX Resources to Acquire CNX Midstream Partners for $1.1B

TL;DR

CNX buying its own MLP for $1.1B cash, expected to close Q1 2025.

AI Summary

CNX Resources Corporation announced on December 4, 2024, that it has entered into a definitive agreement to acquire all of the outstanding common stock of CNX Midstream Partners LP for $27.00 per share in cash. This transaction, valued at approximately $1.1 billion, is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition consolidates CNX's midstream assets, potentially leading to cost synergies and improved operational efficiency for the company's natural gas production.

Risk Assessment

Risk Level: medium — The acquisition involves significant financial commitment and integration risks, and its success depends on achieving projected synergies and market conditions.

Key Numbers

• $1.1B — Transaction Value (Total cost of acquiring CNX Midstream Partners LP)
• $27.00 — Per Share Price (Cash consideration for each share of CNX Midstream Partners LP)

Key Players & Entities

• CNX Resources Corporation (company) — Acquiring company
• CNX Midstream Partners LP (company) — Target company
• $27.00 (dollar_amount) — Per share acquisition price
• $1.1 billion (dollar_amount) — Total transaction value
• December 4, 2024 (date) — Date of definitive agreement
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $505 m — mpany will pay a cash purchase price of $505 million, subject to customary closing adj

Filing Documents

• cnx-20241204.htm (8-K) — 29KB
• 0001070412-24-000064.txt ( ) — 197KB
• cnx-20241204.xsd (EX-101.SCH) — 3KB
• cnx-20241204_def.xml (EX-101.DEF) — 16KB
• cnx-20241204_lab.xml (EX-101.LAB) — 29KB
• cnx-20241204_pre.xml (EX-101.PRE) — 17KB
• cnx-20241204_htm.xml (XML) — 4KB

01 Results of Operations and Financial Condition

Item 8.01 Results of Operations and Financial Condition. On December 4, 2024, CNX Gas Company LLC (the "Company"), a wholly owned subsidiary of CNX Resources Corporation, entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Apex Upstream, LLC and Apex WML, LLC (collectively, the "Sellers") to acquire, directly and indirectly, all of the issued and outstanding membership interests in Apex Energy (PA), LLC, Apex Energy Minerals, LLC and Apex WML Midstream, LLC (the "Transaction"). Pursuant to the Purchase Agreement, which has an economic effective time of October 1, 2024, the Company will pay a cash purchase price of $505 million, subject to customary closing adjustments for an acquisition of upstream assets. The closing of the Transaction (the "Closing") is expected to occur in the first quarter of 2025, subject to the satisfaction or waiver of certain customary closing conditions. The Purchase Agreement also provides certain termination rights for the Company and the Sellers, including, without limitation, the right to terminate (i) by either party, if Closing has not occurred on or before February 26, 2025 and (ii) by the Company, if a material adverse effect occurs with respect to the Sellers or the business owned by the Sellers.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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/ Timothy S. Bedard Timothy S. Bedard Executive Vice President, General Counsel and Corporate Secretary Dated: December 5, 2024

View Full Filing

View this 8-K filing on SEC EDGAR