CONE Midstream Partners LP (NYSE:CNNX) Files An 8-K Changes in Control of RegistrantItem 5.01
On December14, 2017, CNX Gas Company LLC (“CNX Gas”), an indirect wholly owned subsidiary of CNX Resources Corporation, formerly known as CONSOL Energy Inc. (“CNX”), and NBL Midstream, LLC (“NBL Midstream”), a wholly owned subsidiary of Noble Energy, Inc. (“Noble”), entered into a Purchase Agreement, to which CNX Gas will acquire NBL Midstream’s 50% membership interest in CONE Gathering LLC (“CONE Gathering”) for a cash purchase price of $305million and the mutual release of all outstanding claims between the parties (the “Transaction”).
CONE Gathering owns 50% of the membership interests in CONE Midstream GP LLC (the “General Partner”), the general partner of CONE Midstream Partners LP (the “Partnership”). The General Partner, as the general partner of the Partnership, owns a two percent general partner interest in the Partnership and all of the Partnership’s incentive distribution rights.
As a result of the Transaction, CNX, as the sole member of CNX Gas, will own 50% of the membership interest in CONE Gathering, and NBL Midstream will cease to be a member of CONE Gathering. As such, upon consummation of the Transaction, Noble will lose certain management and appointment rights with respect to the General Partner and the Partnership, and CNX will be the sole sponsor of the Partnership. Following consummation of the Transaction, Noble will continue to own 21,692,198 common units representing limited partner interests in the Partnership (the “Retained Units”); however, Noble has announced its intention to divest of the Retained Units over the next few years.
CNX and Noble have advised the Partnership that the Transaction is expected to close in the first quarter of 2018, subject to customary terms and conditions.
About CONE Midstream Partners LP (NYSE:CNNX)
CONE Midstream Partners LP is a master limited partnership formed between CONSOL Energy Inc. (CONSOL) and Noble Energy, Inc. (Noble Energy). The Company owns, operates, develops and acquires natural gas gathering and other midstream energy assets to service CONSOL’s and Noble Energy’s production in the Marcellus Shale in Pennsylvania and West Virginia. Its segments include anchor systems, growth systems and additional systems. Its anchor systems comprise over three primary midstream systems, which are the McQuay System, the Majorsville System and the Mamont System, and related assets. Its growth systems comprise over three midstream systems, which are the Fink System, the Tygart Valley system and the Tygart Valley West System, and related assets. Its additional systems comprise various midstream systems and related assets located in the wet gas regions of its acreage. Its assets include natural gas gathering pipelines, and compression and dehydration facilities.
