PITTSBURGH, Jan. 13,
2025 /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 $200.0 million aggregate principal amount of
7.250% senior notes due 2032 (the "New Notes"). The New Notes are
being offered as additional notes under that certain indenture,
dated February 23, 2024 (the
"Indenture"), pursuant to which CNX previously issued $400.0 million aggregate principal amount of
7.250% senior notes due 2032 (the "Initial Notes"). The New Notes
will be guaranteed by all of CNX's restricted subsidiaries that
guarantee its revolving credit facility and will have identical
terms as the Initial Notes, other than the issue date, the initial
offering price and the first interest payment date, and the New
Notes and the Initial Notes will be treated as a single class of
securities under the Indenture and will vote together as a single
class. CNX intends to use the net proceeds of the sale of the New
Notes for general corporate purposes, including funding a portion
of the transaction costs associated with our pending acquisition of
all of the issued and outstanding membership interests in Apex
Energy (PA), LLC, Apex Energy Minerals, LLC and Apex WML Midstream,
LLC (the "Transaction") and, prior to the closing of the
Transaction, paying down borrowings under our senior secured
revolving credit facility. The Transaction is not conditioned on
the consummation of the offering and the offering is not
conditioned on the consummation of the Transaction.
The New 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 New 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
New Notes may be made only by means of an offering memorandum.
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 Transaction
and the offering of New Notes and the use of proceeds therefrom,
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
