CONSOL Energy Inc. (CNX) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01.

On November 16, 2016, in accordance with the terms of the
previously disclosed Contribution Agreement (the Contribution
Agreement) dated November 15, 2016, by and among CONE Midstream
Partners LP, a Delaware limited partnership (the Partnership),
CONE Midstream GP LLC, a Delaware limited liability company and
the general partner of the Partnership (the General Partner),
CONE Midstream Operating Company LLC, a Delaware limited
liability company, and CONE Gathering LLC (CONE Gathering), a
Delaware limited liability company and a midstream joint venture
formed by CONSOL Energy Inc., a Delaware corporation (CONSOL),
and Noble Energy, Inc., a Delaware corporation (Noble), and the
other parties thereto, the Partnership acquired the remaining 25%
limited partner interest (the Acquisition) in CONE Midstream
DevCo I LPfrom CONE Gathering in exchange for (i) cash
consideration in the amount of $140 million, (ii) the
Partnerships issuance of 5,183,154 common units representing
limited partner interests in the Partnership (the Common Units)
at an issue price of $20.42 per Common Unit (the Common Unit
Issue Price) and (iii) the Partnerships issuance to the General
Partner of an additional general partner interest in the
Partnership in an amount necessary for the General Partner to
maintain its two percent general partner interest in the
Partnership. The Common Unit Issue Price was calculated as the
volume-weighted average trading price of the Common Units over
the trailing 20-day trading period ending on November 11, 2016.
The Partnership funded the cash consideration with borrowings
under its revolving credit facility. CONE Gathering distributed
the cash consideration and issued the Common Units 50% to CNX Gas
Company LLC, a wholly owned subsidiary of CONSOL, and 50% to
Noble Midstream LLC, a wholly owned subsidiary of Noble.

The foregoing description of the Contribution Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Contribution Agreement, which is incorporated by
reference to Exhibit 10.1 of Form 8-K (file no. 001-14901) filed
on November16, 2016.

The Contribution Agreement has been included solely to provide
investors and security holders with information regarding its
terms. It is not intended to be a source of financial, business
or operational information about CONSOL or any of its
subsidiaries or affiliates or their assets. The representations,
warranties and covenants contained in the Contribution Agreement
are made solely for purposes of the agreement and are made as of
its date; are solely for the benefit of the parties; may be
subject to qualifications and limitations agreed upon by the
parties in connection with negotiating the terms of the
Contribution Agreement, including being qualified by confidential
disclosures made for the purpose of allocating contractual risk
between the parties instead of establishing matters as facts; and
may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors or security holders. Investors and security holders
should not rely on the representations, warranties and covenants
or any description thereof as characterizations of the actual
state of facts or condition of CONSOL or any of its subsidiaries
or affiliates or their assets. Moreover, information concerning
the subject matter of the representations, warranties and
covenants may change after the date of the Contribution
Agreement, which subsequent information may or may not be fully
reflected in public disclosures.

Following the closing of the Acquisition, the Partnership will
amend and restate its existing gas gathering agreements with each
of CONSOL and Noble (as amended and restated, the GGAs) in order
to reflect the transactions contemplated by the recently
announced Exchange Agreement under which CONSOL and Noble agreed
to separate their Marcellus Shale joint venture by creating two
separate operating areas. The forms of GGAs have been agreed to
in the Contribution Agreement and will be executed and become
effective in connection with the closing of the Exchange
Agreement. As the GGAs are merely intended to reflect the change
in ownership of the properties underlying the Marcellus Shale
joint venture as between CONSOL and Noble, the entry into the
GGAs is not expected to have a material impact on the
Partnership.

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