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CNX Resources Corporation - Tender Offer 2024 (US) - Launch

CNX Resources Corporation Announces Tender Offer for its 7.250% Senior Notes due 2027 - 12653CAC2 - U1749LAB0
 

12 FEBRUARY 2024


Full announcements, including disclaimers and restrictions available via CNX Resources Corporation


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.



The "Purchase Price" for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread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. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following website: https://www.gbsc-usa.com/cnx.


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."


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