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

From the Filing

0001070412-24-000064.txt : 20241205 0001070412-24-000064.hdr.sgml : 20241205 20241205064656 ACCESSION NUMBER: 0001070412-24-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20241204 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241205 DATE AS OF CHANGE: 20241205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNX Resources Corp CENTRAL INDEX KEY: 0001070412 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 510337383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14901 FILM NUMBER: 241527790 BUSINESS ADDRESS: STREET 1: CNX CENTER STREET 2: 1000 HORIZON VUE DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-485-4000 MAIL ADDRESS: STREET 1: CNX CENTER STREET 2: 1000 HORIZON VUE DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER COMPANY: FORMER CONFORMED NAME: CONSOL Energy Inc DATE OF NAME CHANGE: 20090303 FORMER COMPANY: FORMER CONFORMED NAME: CONSOL ENERGY INC DATE OF NAME CHANGE: 19980915 8-K 1 cnx-20241204.htm 8-K cnx-20241204 0001070412 true false 0001070412 2024-12-04 2024-12-04 0001070412 us-gaap:CommonStockMember 2024-12-04 2024-12-04 0001070412 cnx:PreferredSharePurchaseRightsMember 2024-12-04 2024-12-04 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): December 4, 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 Not Applicable (Former name or former address, if changed since last report. ) 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(s)   Name of 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 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