PITTSBURGH, Feb. 12,
2024 /PRNewswire/ -- 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tendered, and not validly withdrawn, and accepted for purchase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.
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SOURCE CNX Resources Corporation