Item 1.01 Entry into a Material Definitive Agreement.
On September 12, 2022, CNX Resources Corporation (the “Company”) and certain
subsidiaries of the Company entered into a purchase agreement (the “Purchase
Agreement”) with Citigroup Global Markets Inc. as the representative of the
initial purchasers (the “Initial Purchasers”), with respect to a private
offering (the “Notes Offering”) by the Company of $500,000,000 aggregate
principal amount of 7.375% senior notes due 2031 (the “Notes”), along with the
related guarantees of the Notes. The Notes Offering is expected to close on or
about September 26, 2022, in accordance with the terms of the Purchase
The Purchase Agreement contains customary representations, warranties and
agreements by the Company and all of the Company’s current restricted
subsidiaries that guarantee its obligations under its revolving credit facility
and certain of its future subsidiaries (the “Guarantors”) and customary
conditions to closing, obligations of the parties and termination provisions.
The Company and the Guarantors have agreed to indemnify the Initial Purchasers
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the Initial Purchasers may be
required to make because of any of those liabilities.
The Initial Purchasers and their respective affiliates have provided, and may in
the future provide, various financial advisory, sales and trading, commercial
and investment banking and other financial and non-financial activities and
services to the Company and its affiliates, for which they received or will
receive customary fees and expenses.
The foregoing description is qualified in its entirety by reference to the full
text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and which is incorporated in this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure.
On September 12, 2022, the Company issued a press release announcing the pricing
of $500 million aggregate principal amount of 7.375% senior notes due 2031. A
copy of the press release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 attached hereto is
being furnished and shall not be deemed “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information included in this Item 7.01 and
Exhibit 99.1 attached hereto shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 1.1 Purchase Agreement, dated as of September 12, 2022, among CNX Resources Corporation, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein. 99.1 Press Release dated September 12, 2022 announcing the pricing of $500 million of senior notes by CNX Resources Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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