CNX RESOURCES CORP: conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and exhibits (Form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

CNX Resource Company (“CNX” or the “Company” as borrower and certain of its subsidiaries as guarantor of the loans have entered into a new amended and restated third credit agreement for a senior secured revolving credit facility, dated of October 6, 2021 (the “CNX Credit Agreement”) and expiring on October 6, 2026 with some lenders and PNC Bank, National Association as administrative agent and guarantee agent. The new senior secured revolving credit facility has a $ 2 billion borrowing basis and $ 1.3 billion commitments made and replaces the Company’s existing senior secured revolving credit facility which had a
$ 1.775 billion borrowing basis and $ 1.775 billion elected commitments, had been concluded at the March 8, 2018 (with all amendments, supplements and modifications made thereto, the “Existing CNX Facility”), and had a maturity of
April 24, 2024.

CNX Midstream Partners LP, a wholly owned subsidiary of CNX (“CNXM” or the “Partnership”), as borrower and certain of its subsidiaries as guarantors have entered into a new amended and restated credit agreement for a credit facility renewable senior guarantee, dated October 6, 2021 (the “CNXM Credit Agreement”) and expiring on October 6, 2026 with some lenders and PNC Bank, National Association as administrative agent and guarantee agent. New
$ 600.0 million senior secured revolving credit facility replaced the $ 600.0 million senior secured revolving credit facility that was entered into on March 8, 2018 (with all amendments, supplements and modifications made thereto, the “Existing CNXM Facility”) and had a maturity of
April 24, 2024. The CNX intermediate the installation is not subject to a new semi-annual determination.

A copy of the CNX Credit Agreement and the CNXM Credit Agreement are filed as Exhibits 10.1 and 10.2 hereof, respectively, and are incorporated herein by reference. The description of the CNX Credit Agreement and the CNXM Credit Agreement in this Form 8-K is a summary and is qualified in its entirety by the terms of the CNX Credit Agreement and the CNXM Credit Agreement, as per the case.

CNX credit agreement

The CNX Credit Agreement provides for a secured revolving credit facility (the “CNX Credit Facility”) with an aggregate principal amount outstanding of up to
$ 1.3 billion, including loans and letters of credit. In addition to the refinancing of all amounts outstanding under the existing CNX facility, borrowings under the CNX credit facility may be used by CNX for general corporate purposes.

Availability under the CNX Credit Facility, including availability for letters of credit, is generally limited to a borrowing base, which is determined by the required number of bona fide lenders in calculating a loan value. of the Company’s proved reserves.

Interest on outstanding debt under the CNX Credit Facility currently accrues, at the option of the Company, at a rate based on:


  •   the highest of (i) PNC Bank, National Association's prime rate, (ii) the
      federal funds open rate plus 0.50%, and (iii) the one-month LIBOR rate plus
      1.0%, in each case, plus a margin ranging from 0.75% to 1.75%; or




  •   the LIBOR rate plus a margin ranging from 1.75% to 2.75%.

The CNX credit facility matures on October 6, 2026, provided that if at any time on or after January 30, 2026, if any of the Company’s 2.25% Convertible Senior Notes due 2026 are outstanding and (a) availability under the CNX Credit Facility less (b) the aggregate principal amount of all such outstanding convertible senior notes is less than 20% of the total commitments under the CNX credit facility (the earliest of these dates, the “spring maturity date”), the CNX credit facility will mature on the spring due date.

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The CNX credit facility requires compliance with conditions precedent that must be met before any borrowing as well as continued compliance with certain positive and negative covenants to which CNX and certain of its subsidiaries must adhere.

Affirmative pacts include, among others: (i) preservation of existence; (ii) payment of obligations, including taxes; (iii) maintenance of property, insurance, leases, books and records and major contracts; (iv) respect for laws; (v) use of the product; (vi) subordination of inter-company loans; (vii) anti-terrorism laws; and (viii) guarantees.

CNX’s credit facility covenants include restrictions on the ability of CNX and its subsidiary guarantors, except in certain circumstances, to: (i) create, contract, assume or incur indebtedness; (ii) create or allow the existence of privileges on their properties; (iii) prepay certain indebtedness unless there is no default or event of default under the CNX credit facility; (iv) make or pay dividends or distributions in excess of certain amounts; (v) merge with or into another person, liquidate or dissolve; or acquire all or substantially all of the assets of an active business or an active line of business or acquire all or a substantial part of the assets of another person; (vi) make specific investments and loans; (vii) sell, transfer, assign, assign or assign its assets or properties other than in the ordinary course of business and in other selected cases; (viii) deal with any affiliate, except in the ordinary course of business, on terms no less favorable to CNX than those it would otherwise receive in an arm’s length transaction; (ix) other than CNX, issue additional shares to any person other than CNX or certain of its subsidiaries; (x) modify in any way its certificate of incorporation, by-laws or other organizational documents without notice to the lenders and, in some cases, with the consent of the lenders. In addition, the Company is required to maintain at the end of each fiscal quarter (x) a maximum net debt ratio not exceeding 3.50 to 1.00; and (y) a minimum current ratio of at least 1.00 to 1.00; both calculated in accordance with the terms and definitions determining these ratios contained in the CNX credit agreement. The CNX Credit Agreement also contains various reporting requirements.

The CNX Credit Facility also contains customary events of default, including, but not limited to, cross-default on certain other indebtedness, breaches of representations and guarantees, change of control events and breaches of covenants. restrictive.

The obligations under the CNX Credit Agreement are secured by substantially all of the assets of the Company and its subsidiaries in accordance with the Third Amended and Restated Guarantee Agreement, the Third Patent Guarantee Agreement, Trademark of trade and copyright amended and updated and various mortgages.

CNXM credit agreement

The CNXM Credit Agreement provides for a secured revolving credit facility (the “CNXM Credit Facility”) with an aggregate principal amount outstanding of up to
$ 600 million, including loans and letters of credit. In addition to the refinancing of all amounts outstanding under the existing CNXM facility, borrowings under the CNXM credit facility may be used by CNXM for general corporate purposes.

Interest on outstanding debt under the CNXM Credit Facility currently accrues, at the option of the Partnership, at a rate based on:


  •   the highest of (i) PNC Bank, National Association's prime rate, (ii) the
      federal funds open rate plus 0.50%, and (iii) the one-month LIBOR rate plus
      1.0%, in each case, plus a margin ranging from 1.00% to 2.00%; or




  •   the LIBOR rate plus a margin ranging from 2.00% to 3.00%.

The CNXM Credit Facility matures on October 6, 2026.

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The CNXM Credit Facility requires compliance with conditions precedent which must be met before any borrowing, as well as continued compliance with certain positive and negative restrictive covenants to which CNXM and some of its subsidiaries must adhere.

Affirmative pacts include, among others: (i) preservation of existence; (ii) payment of obligations, including taxes; (iii) maintenance of property, insurance, permits, books and records and major contracts; (iv) respect for laws; (v) use of the product; (vi) subordination of inter-company loans; (vii) anti-terrorism laws; and (viii) guarantees.

CNXM’s credit facility covenants include restrictions on the ability of CNXM, its subsidiary guarantors and certain of its non-guarantor and non-100% owned subsidiaries, except in certain circumstances, to: (i) create, contract, assume or suffer from being in debt; (ii) create or allow the existence of privileges on their properties; (iii) prepay certain indebtedness unless there is no default or event of default under the CNXM Credit Facility; (iv) make or pay dividends or distributions in excess of certain amounts; (v) merge with or into another person, liquidate or dissolve; or acquire all or substantially all of the assets of an active business or an active line of business or acquire all or a substantial part of the assets of another person; (vi) make specific investments and loans; (vii) sell, transfer, assign, assign or assign its assets or properties other than in the ordinary course of business and in other selected cases; (viii) deal with any affiliate, except in the ordinary course of business, on terms no less favorable to CNXM than those it would otherwise receive in an arm’s length transaction; (ix) modify in any way its certificate of incorporation, by-laws or other organizational documents without giving first. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out under “Article 1.01. Entry into a Significant Final Agreement ”are incorporated in this Section 2.03 by reference.

Item 9.01 Financial statements and supporting documents.


(d)  Exhibits



Exhibit
Number                               Description of Exhibit

10.1           Third Amended and Restated Credit Agreement dated as of October 6,
             2021, among CNX, certain of its subsidiaries, PNC Bank, National
             Association, as administrative agent and collateral agent and the
             lender parties thereto.

10.2           Amended and Restated Credit Agreement dated as of October 6, 2021,
             among CNXM, certain of its subsidiaries, PNC Bank, National
             Association, as administrative agent and collateral agent and the
             lender parties thereto.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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