UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 4, 2019 (February 27, 2019)

 

 

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14901   51-0337383

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

CNX Center

1000 CONSOL Energy Drive Suite 400

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code:

(724) 485-4000

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

Waiver to Credit Agreement

On February 27, 2019, CNX Resources Corporation (the “Company”), as borrower, entered into Waiver No. 1 to Credit Agreement (the “Waiver”) with respect to the Credit Agreement (as defined below), with certain lenders under the Credit Agreement and PNC Bank, National Association, as administrative agent. The Waiver permits the Company to issue up to $650.0 million of unsecured notes without an associated reduction in the borrowing base under the Company’s revolving credit facility pursuant to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018 (the “Credit Agreement”), by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, so long as such unsecured notes are issued prior to the earlier of April 30, 2019, and the date on which the next borrowing base redetermination becomes effective.

The foregoing description is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.1 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 February 28, 2019, the Company issued a press release announcing the commencement of a cash tender offer for up to $400.0 million aggregate principal amount of its 5.875% senior notes due 2022. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On March 1, 2019, the Company issued a press release announcing the pricing of $500.0 million of its 7.25% senior notes due 2027 at an issue price of 100% of their face value. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information included in this Item 7.01 and Exhibits 99.1 and 99.2 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 Exhibits 99.1 and 99.2 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit

Number

  

Description of Exhibit

10.1    Waiver No. 1 to Second Amended and Restated Credit Agreement, dated as of February 27, 2019, by and among CNX Resources Corporation, the guarantors from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent.
99.1    Press Release dated February 28, 2019 regarding the commencement of a cash tender offer for up to $400.0 million of CNX Resources Corporation’s outstanding 5.875% senior notes due 2022.
99.2    Press Release dated March 1, 2019 regarding the pricing of $500.0 million of 7.25% senior notes due 2027 by CNX Resources Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CNX RESOURCES CORPORATION
By:   /s/ Donald W. Rush
  Name:   Donald W. Rush
  Title:   Chief Financial Officer and Executive Vice President

Dated: March 4, 2019

Exhibit 10.1

WAIVER NO. 1 TO CREDIT AGREEMENT

This WAIVER No. 1, dated as of February 27, 2019 (this “ Waiver ”) is to that certain Second Amended and Restated Credit Agreement dated as of March 8, 2018 (the “ Credit Agreement ”) by and among CNX Resources Corporation, a Delaware corporation (the “ Borrower ”), the guarantors from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent (in such capacity, the “ Administrative Agent ”) and collateral agent. Capitalized terms used but not defined in this Waiver shall have the meanings given them in the Credit Agreement.

WITNESSETH:

WHEREAS , the Borrower requests the waiver of a certain provision of the Credit Agreement as set forth below.

NOW , THEREFORE , the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows:

1.     Waiver . Pursuant to Sections 2.9(f) and 8.2.1(m)(x)(i) of the Credit Agreement, the Required Lenders hereby waive, solely with respect to Specified Permitted Unsecured Notes, the requirement that the Borrowing Base be reduced by 25% of the aggregate principal amount of Permitted Unsecured Notes. “ Specified Permitted Unsecured Notes ” shall mean Permitted Unsecured Notes (not exceeding $650,000,000 in aggregate principal amount) issued at any time or from time to time on or after the Waiver Effective Date (as defined below) and prior to the earlier of (i) April 30, 2019 and (ii) the date on which the Borrowing Base redetermination based on the December 31 Reserve Report as of December 31, 2018 becomes effective.

2.     Conditions Precedent . This Waiver shall be effective upon satisfaction of each of the following conditions (the date of such effectiveness, the “ Waiver Effective Date ”):

(a)     Execution and Delivery . The Administrative Agent shall have received executed counterparts of this Waiver from each of the Borrower, the Administrative Agent and the Required Lenders.

(b)     Representations; No Default . The representations and warranties contained in Section 3 of this Waiver shall be true and correct in all respects.

(c)     Fees and Expenses . The Borrower shall have paid all fees and expenses of the Administrative Agent (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent) in connection with this Waiver pursuant to Section 11.3.1 of the Credit Agreement.

For the avoidance of doubt, the Waiver Effective Date is February 27, 2019.

3.     Representations and Warranties . The Borrower (on behalf of itself and the other Loan Parties) hereby represents and warrants to the Administrative Agent and the Lenders that

(A) the representations and warranties of each of the Loan Parties contained in the Loan Documents shall be true and correct in all material respects on and as of the Waiver Effective Date with the same effect as though such representations and warranties had been made on and as of the Waiver Effective Date (except (i) that any representation and warranty that is already qualified as to materiality shall be true and correct in all respects as so qualified and (ii) representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein) and (B) no Event of Default or Potential Default shall have occurred and be continuing as of the Waiver Effective Date.

4.     Effect of Waiver . All of the terms, conditions, representations, warranties and covenants contained in the Loan Documents shall continue in full force and effect except, in each case, as expressly modified by this Waiver. Nothing in this Waiver shall be interpreted as, or deemed to entitle any Loan Party to, any other waiver, consent, amendment or other modification of any of the terms, conditions, representations, warranties or covenants contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Waiver shall constitute a Loan Document for all purposes as of the Waiver Effective Date and all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, shall mean and be a reference to the Credit Agreement, after giving effect to this Waiver.

5.     Counterparts . This Waiver may be executed by different parties hereto in any number of separate counterparts, each of which, when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of this Waiver by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Waiver.

6.     Severability . If any term of this Waiver or any application thereof shall be held to be invalid, illegal or unenforceable, the validity of other terms of this Waiver or any other application of such term shall in no way be affected thereby.

7.     Entire Agreement . This Waiver sets forth the entire agreement and understanding of the parties with respect to the waiver to the Credit Agreement set forth herein and supersedes all prior understandings and agreements, whether written or oral, between the parties hereto relating to such waiver. No representation, promise, inducement or statement of intention has been made by any party that is not embodied in this Waiver, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein.

8.     Governing Law . This Waiver shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws principles. The provisions of Section 11.11.2 through 11.11.5 of the Credit Agreement shall apply to this Waiver mutatis mutandis .

[SIGNATURE PAGES FOLLOW]

 

-2-

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Waiver as of the day and year first above written.

 

CNX RESOURCES CORPORATION, as the Borrower (on behalf of itself and the other Loan Parties)
By:  

/s/ Donald W. Rush

Name:   Donald W. Rush
Title:   CFO

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender
By:  

/s/ John Engel

Name:   John Engel
Title:   Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Bank of America, N.A.
                                                                                                     ,
as a Lender
By:  

/s/ Chris DiBiase

Name:   Chris DiBiase
Title:   Director
[If a second signature is necessary:]
By:  

 

Name:  
Title:  

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Barclays Bank PLC as a Lender
By:  

/s/ Sydney G. Dennis

Name:   Sydney G. Dennis
Title:   Director

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Branch Banking and Trust,

as a Lender

By:  

/s/ Kelly Graham

Name:   Kelly Graham
Title:   Vice President
[If a second signature is necessary:]
By:  

 

Name:  
Title:  

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Bank of Montreal,

as a Lender

By:  

/s/ Melissa Guzman

Name:   Melissa Guzman
Title:   Director

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By:  

/s/ Christopher Kuna

Name:   Christopher Kuna
Title:   Director

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH , as a Lender
By:  

/s/ Donovan C. Broussard

Name:   Donovan C. Broussard
Title:   Authorized Signatory
If a second signature is necessary:
By:  

/s/ Megan Larson

Name:   Megan Larson
Title:   Authorized Signatory

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

CIT BANK, N.A.

 

as a Lender

By:  

/s/ John Feeley

Name:   John Feeley
Title:   Director
If a second signature is necessary:
By:  

    

Name:  
Title:  

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Citibank, N.A.,

as a Lender

By:  

/s/ Peter Kardos

Name:   Peter Kardos
Title:   Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
By:  

/s/ Nupur Kumar

Name:   Nupur Kumar
Title:   Authorized Signatory
By:  

/s/ Christopher Zybrick

Name:   Christopher Zybrick
Title:   Authorized Signatory

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

FIRST NATIONAL BANK OF PENNSYLVANIA,

as a Lender

 

By:  

/s/ Jeffrey Kridler

Name:   Jeffrey Kridler
Title:   Senior Vice President
If a second signature is necessary:
By:  

 

Name:  
Title:  

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

GOLDMAN SACHS BANK USA,

as a Lender

 

By:  

/s/ Mahesh Mohan

Name:   Mahesh Mohan
Title:   Authorized Signatory

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

The Huntington National Bank,
as a Lender
By:  

/s/ Christopher Renyi

Name:   Christopher Renyi
Title:   Senior Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

ING Capital LLC,
as a Lender
By:  

/s/ Scott Lamoreaux

Name:   Scott Lamoreaux
Title:   Director
By:  

/s/ Juli Bieser

Name:   Juli Bieser
Title:   Managing Director

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

JPMORGAN CHASE BANK, N.A.,
as a Lender
By:  

/s/ Anson Williams

Name:   Anson Williams
Title:   Authorized Officer

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ George E. McKean

Name:   George E. McKean
Title:   Senior Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Morgan Stanley Bank N.A.,
as a Lender
By:  

/s/ John Kuhns

Name:   John Kuhns
Title:   Authorized Signatory

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),                       
  as a Lender
  By:  

/s/ Kevin Sparks

  Name:   Kevin Sparks
  Title:   Director

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Natixis, New York Branch,

as a Lender

By:  

/s/ Vikram Nath

Name:   Vikram Nath
Title:   Director
By:  

/s/ Brian O’Keefe

Name:   Brian O’Keefe
Title:   Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

NextEra Energy Marketing, LLC,

as a Lender

By:  

/s/ Craig Shapiro

Name:   Craig Shapiro
Title:   Vice President and Managing Director

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

SunTrust Bank,
as a Lender
By:  

/s/ Arize Agumadu

Name:   Arize Agumadu
Title:   Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

The Toronto-Dominion Bank, New York Branch,

as a Lender

By:  

/s/ Peter Kuo

Name:   Peter Kuo
Title:   Authorized Signatory

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

TriState Capital Bank

as a Lender

By:  

/s/ Ellen Frank

Name:   Ellen Frank
Title:   Senior Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:  

/s/ Erin Grasty

Name:   Erin Grasty
Title:   Vice President

 

[Signature Page to Waiver No. 1 to CNX Resources Credit Agreement]

Exhibit 99.1

 

LOGO

CNX Resources Corporation Announces Tender Offer for its 5.875% Senior Notes due 2022

PITTSBURGH, February 28, 2019 – CNX Resources Corporation (NYSE: CNX) (“CNX”) today announced that it has commenced a cash tender offer (the “offer”) to purchase up to $400.0 million aggregate principal amount of the approximately $1,294,307,000 aggregate principal amount outstanding of its 5.875% Senior Notes due 2022 (the “Notes”).

The offer is being made pursuant to the terms and conditions contained in the Offer to Purchase dated February 28, 2019, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the offer, by calling (800) 967-7510 (toll free) or, for banks and brokers, (212) 269-5550 or by email at cnx@dfking.com.

The offer will expire at 5:00 p.m. New York City Time on March 27, 2019, 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 withdrawal deadline.

Certain information regarding the Notes and the terms of the offer is summarized in the table below.

 

Title of

Security

   CUSIP      Principal Amount
Outstanding 		     Tender Cap      Total
Consideration (1) 		     Early
Tender
Payment (1) 		     Tender Offer
Consideration (1) 		 

5.875% Senior Notes due 2022

     20854P AL3      $ 1,294,307,000      $ 400,000,000      $ 1,014.69      $ 30      $ 984.69  

 

(1)

Per $1,000 principal amount of Notes that are accepted for purchase.

Each holder who validly tenders its Notes on or prior to 5:00 p.m., New York City time, on March 13, 2019 (the “Early Tender Deadline”) will be entitled to an Early Tender Payment, which is included in the Total Consideration above, of $30 for each $1,000 principal amount of Notes validly tendered by such holder, if such Notes are accepted for purchase pursuant to the offer, Holders validly tendering, and not validly withdrawing, Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible to receive only the Tender Offer Consideration, which represents the Total Consideration less the Early Tender Payment.

In addition, holders whose Notes are accepted for payment in the offer will receive accrued and unpaid interest from and including the last interest payment date to, but not including, the applicable payment date for their Notes purchased pursuant to the offer. Notes tendered prior to 5:00 p.m., New York City time, on March 13, 2019 (the “Withdrawal Deadline”) may be withdrawn at any time prior to the Withdrawal Deadline. Notes tendered after the Withdrawal Deadline may not be withdrawn.

If the purchase of all validly tendered Notes would cause us to purchase a principal amount greater than the tender cap set forth above, then the offer will be oversubscribed and CNX, if it accepts Notes in the offer, will accept for purchase tendered Notes on a prorated basis as described in the offer documents. At any time after the Early Tender Deadline and prior to the Expiration Time (such time, the “Early Acceptance Time”), CNX may elect to accept for purchase Notes tendered prior to such Early Acceptance

Time on the terms and subject to the conditions of the offer, including any required proration. So long as the other terms and conditions described in the Offer to Purchase are satisfied, and subject to the Tender Cap, CNX intends to accept for purchase all Notes validly tendered at or prior to the Early Tender Deadline, and will only prorate such Notes if the aggregate amount of Notes validly tendered and not withdrawn exceeds the Tender Cap. If the Tender Offer is not fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline may be subject to proration, whereas Holders who validly tender Notes at or prior to the Early Tender Deadline will not be subject to proration. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline will not have any of their Notes accepted for payment. Payment for any Notes so accepted will be made promptly after the Early Acceptance Time, which is currently expected to occur on or about March 14, 2019, subject to the satisfaction or waiver of the conditions to the offer.

CNX’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the offer is subject to the satisfaction or waiver of certain conditions described in the offer documents, including the completion of CNX’s recently announced offering of $500.0 million aggregate principal amount of its senior notes due 2027 on terms and conditions satisfactory to CNX. The offer is not conditioned upon any minimum amount of Notes being tendered and the offer may be amended, extended, terminated or withdrawn, subject to applicable law. The complete terms and conditions of the offer are set forth in the offer documents which are being sent to holders of Notes. Holders of Notes are urged to read the offer documents carefully.

CNX has retained MUFG Securities Americas Inc. to serve as the exclusive Dealer Manager for the offer. Questions regarding the terms of the offer may be directed to MUFG Securities Americas Inc., Liability Management Group, at 212-405-7481 (collect) or 877-744-4532 (U.S. toll-free).

CNX is one of the largest independent oil and natural gas companies in the United States and is focused on the exploration, development, production, gathering, processing and acquisition of natural gas properties in the Appalachian Basin.

Cautionary Statements:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any notes in the offer. 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,” 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, if any, 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 the 2018 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.

Exhibit 99.2

 

LOGO

CNX Resources Corporation Announces Pricing of $500 Million of Senior Notes

PITTSBURGH, March 1, 2019 – CNX Resources Corporation (NYSE: CNX) (“CNX”) today announced the pricing of $500.0 million of its 7.25% senior notes due 2027 (the “Notes”). The offering is expected to close on March 14, 2019, subject to the satisfaction of customary closing conditions. The Notes will be guaranteed by all of CNX’s wholly-owned domestic restricted subsidiaries that guarantee its revolving credit facility.

CNX intends to use the net proceeds of the sale of the Notes to purchase up to $400.0 million aggregate principal amount of its outstanding 5.875% senior notes due 2022 pursuant to the tender offer that commenced concurrently with the offering of the Notes, with the remainder of the net proceeds to be used to repay existing indebtedness under CNX’s revolving credit facility.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and 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 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.

About CNX Resources Corporation

CNX Resources Corporation (NYSE: CNX) is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin.

Cautionary Statements:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any notes nor shall there be any sale of notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering may be made only by means of an offering circular.

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,” 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, if any, 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 the 2018 Form 10-K under “Risk Factors,” as updated by any subsequent Form 10-Qs, which are on file at the Securities and Exchange Commission.