CNX Resources Corporation Announces Final Results and Expiration of Tender Offer for its 7.250% Senior Notes due 2027

Rhea-AI Summary

CNX Resources Corporation announces the final results of its cash tender offer for its 7.250% Senior Notes due 2027, with 89.21% of the notes tendered. The company will pay $1,018.97 per $1,000 principal amount of the notes accepted for purchase. CNX also issued a conditional notice to redeem all notes not purchased in the offer.

Financial Analyst

The tender offer and subsequent redemption of CNX Resources Corporation's 7.250% Senior Notes due 2027 represent a strategic financial move that can have significant implications for the company's capital structure and interest expense. By repurchasing a majority of these high-interest notes before their maturity, CNX is likely aiming to reduce its long-term debt obligations and associated interest costs. This could improve the company's net interest margin by decreasing the amount of income that is used to service debt. The purchase price of $1,018.97 per $1,000 principal amount indicates a premium over par value, which is a common occurrence in tender offers intended to incentivize holders to sell back their securities.

Additionally, the conditional redemption of remaining notes not purchased in the tender offer suggests that CNX is confident in the success of its new notes offering, which is expected to provide the necessary funds to complete the redemption. The redemption price of 101.813% also represents a premium, which could be viewed as an effort to manage the company's debt profile efficiently. If the new notes offering is at a lower interest rate, it would further indicate a refinancing strategy to take advantage of current market conditions, potentially lowering the cost of capital and enhancing shareholder value in the long term.

Investors and analysts will be closely monitoring the completion of the tender offer and the new notes offering, as they could affect CNX's leverage ratios and overall financial health. A successful refinancing at lower interest rates could be a positive signal to the market, potentially impacting the company's stock price and credit rating.

Market Research Analyst

The strategic financial activities of CNX Resources Corporation, specifically in the context of their tender offer and planned redemption, can be seen as a proactive approach to capital management in the energy sector. The energy market, particularly for natural gas, is subject to volatility due to factors such as fluctuating commodity prices, regulatory changes and shifts in supply and demand dynamics. CNX's decision to manage its debt in this manner could be perceived as an effort to strengthen its financial position against such market uncertainties.

By retiring the 7.250% Senior Notes, CNX may also be signaling to the market its commitment to maintaining a strong balance sheet, which is often a key factor in investor confidence. The ability to execute such financial maneuvers can be indicative of a company's operational efficiency and financial agility, which are critical competencies in the competitive energy industry. The repurchase and retirement of debt at a premium could reflect positively on the company's creditworthiness and may lead to more favorable borrowing terms in the future.

Moreover, CNX's description as an 'ultra-low carbon intensive natural gas development' company aligns with the growing investor interest in environmentally responsible energy production. This focus on sustainability could attract ESG (Environmental, Social and Governance) investors, potentially broadening the company's investor base and supporting its stock valuation.

Legal Expert

In the context of the tender offer and the conditional redemption, it is important to consider the legal implications and adherence to regulatory requirements. The cautionary statement provided by CNX Resources Corporation highlights the regulatory framework in which such financial transactions take place. The company's careful wording to clarify that the press release does not constitute an offer to purchase or sell securities is a standard practice to comply with securities laws and avoid the dissemination of misleading information.

The conditional nature of the redemption is also noteworthy from a legal perspective. It is contingent upon the successful closing of the new notes offering and the receipt of net proceeds, which introduces a degree of uncertainty. The possibility of rescinding the redemption notice if conditions are not met underscores the importance of the terms outlined in the indenture governing the 2027 Notes. Such conditions are designed to protect both the company and the note holders, ensuring that the redemption is executed only if it aligns with the company's financial strategy and capabilities.

Legal experts would also consider the implications of the new notes offering and its compliance with securities regulations. Ensuring that the offering is conducted in accordance with the laws of relevant jurisdictions is critical to avoid regulatory sanctions and maintain the company's reputation in the financial markets.

PITTSBURGH, Feb. 19, 2024 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") today announced the final results and expiration of its previously announced cash tender offer (the "Tender Offer") to purchase any and all of the $350 million aggregate principal amount outstanding of its 7.250% Senior Notes due 2027 (the "2027 Notes"). As of 5:00 p.m., New York City time, on February 16, 2024, the expiration time for the Tender Offer (the "Expiration Time"), CNX had received tenders for an aggregate principal amount of $312,227,000 of the outstanding 2027 Notes, or 89.21% of the aggregate principal amount of 2027 Notes outstanding. These amounts exclude any 2027 Notes that may be tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase and the Notice of Guaranteed Delivery (each as defined below).

The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase, dated February 12, 2024 (the "Offer to Purchase"), and the related notice of guaranteed delivery for the Tender Offer (the "Notice of Guaranteed Delivery").

In accordance with the terms of the Tender Offer, CNX will pay the purchase price (the "Purchase Price") for the 2027 Notes validly tendered prior to the Expiration Time or pursuant to the Notice of Guaranteed Delivery on February 23, 2024 (the "Settlement Date"). The Purchase Price to be paid for the 2027 Notes is $1,018.97 for each $1,000 principal amount of the 2027 Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest on the 2027 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Settlement Date. For avoidance of doubt, interest on the 2027 Notes will cease to accrue on the Settlement Date for all 2027 Notes accepted in the Tender Offer. All 2027 Notes purchased on the Settlement Date will subsequently be retired.

Concurrently with the commencement of the Tender Offer, CNX issued a conditional notice, pursuant to the indenture governing the 2027 Notes, to redeem (the "Redemption") all 2027 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 contemporaneous offering of new senior notes (the "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 retained J.P. Morgan Securities LLC to serve as the Lead Dealer Manager and TD Securities (USA) LLC to serve as the Dealer Manager for the Tender Offer. Global Bondholder Services Corporation served as the tender agent and information agent for the Tender Offer.

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 2027 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 the new 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 Tender 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

What is the purpose of CNX's Tender Offer?

CNX's Tender Offer aims to purchase any and all of the $350 million aggregate principal amount outstanding of its 7.250% Senior Notes due 2027.

What percentage of the 2027 Notes were tendered in the offer?

89.21% of the aggregate principal amount of 2027 Notes outstanding were tendered in the offer.

When is the Settlement Date for the Tender Offer?

The Settlement Date for the Tender Offer is February 23, 2024.

What is the Purchase Price for the 2027 Notes accepted in the Tender Offer?

The Purchase Price for the 2027 Notes accepted in the Tender Offer is $1,018.97 for each $1,000 principal amount, plus accrued and unpaid interest.

What is the Redemption price for the 2027 Notes not purchased in the Tender Offer?

The Redemption price for the 2027 Notes not purchased in the Tender Offer is 101.813% of the principal amount thereof, plus accrued and unpaid interest.