CONSOL Energy Inc. (NASDAQ:CNX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Contribution Agreement
On November 15, 2016, 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), and CONE Midstream Operating
Company LLC, a Delaware limited liability company (the Operating
Company), entered into a Contribution Agreement (the Contribution
Agreement) with 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, under which the Partnership will acquire the
remaining 25% limited partner interest (the Acquisition) in CONE
Midstream DevCo I LP (DevCo I LP) from 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 Partnerships Common
Units over the trailing 20-day trading period ending on November
11, 2016. The Partnership expects to fund the cash consideration
with borrowings under its revolving credit facility. The
Acquisition is expected to close on or about November 16, 2016,
subject to customary closing conditions. CONE Gathering will
distribute the cash consideration and will have the Common Units
issued 50% to CNX Gas Company LLC (CNX Gas), a wholly owned
subsidiary of CONSOL, and 50% to Noble Midstream LLC (Noble
Midstream), a wholly owned subsidiary of Noble.
The Contribution Agreement contains customary representations,
warranties, agreements and covenants of the Partnership, the
General Partner, the Operating Company and CONE Gathering. CONE
Gathering, on the one hand, and the Partnership, the General
Partner and the Operating Company, on the other hand, have agreed
to indemnify each other and their respective affiliates,
directors, officers, employees, agents and representatives
against certain losses resulting from any breach of their
representations, warranties, agreements or covenants contained in
the Contribution Agreement, subject to certain limitations.
As of November 15, 2016, (i) CNX Gas owned 4,519,060 Common Units
and 14,581,561 subordinated units in the Partnership (the
Subordinated Units), representing an aggregate 32.1% limited
partner interest in the Partnership and (ii) Noble Midstream
owned 4,519,061 Common Units and 14,581,560 Subordinated Units,
representing an aggregate 32.1% limited partner interest in the
Partnership. Each of CONSOL and Noble own a 50% membership
interest in CONE Gathering, which owns all of the membership
interests in the General Partner. The General Partner owns a 2%
general partner interest in the Partnership.
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 filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
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. There can be no assurance that
the transactions contemplated by the Contribution Agreement will
be consummated.
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.
Item 7.01 Regulation FD Disclosure.
On November 16, 2016, CONSOL issued a press release announcing
the transaction described in Item 1.01 of this Current Report on
Form8-K. A copy of the press release is attached hereto as
Exhibit 99.1.
The information included in this Item 7.01 and Exhibit 99.1 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description of the Exhibit | |
| Exhibit10.1 |
Contribution Agreement dated as of November 15, 2016, by and among CONE Gathering LLC, CONE Midstream GP LLC, CONE Midstream Partners LP, CONE Midstream Operating Company LLC and certain other signatories thereto. Exhibits to the Contribution Agreement identified in the Table of Contents to the Contribution Agreement are not being filed but will be furnished supplementally to the Securities and Exchange Commission upon request. |
|
| Exhibit 99.1 |
Press Release dated November 16, 2016 regarding entering into the Contribution Agreement. |
About CONSOL Energy Inc. (NASDAQ:CNX)