CNX Resources Corporation (NYSE:CNX) entered into an agreement to acquire 46.9% stake in CNX Midstream Partners LP (NYSE:CNXM) for approximately $360 million on July 26, 2020. Under the terms of the agreement, each outstanding common unit will be converted into the right to receive 0.88 shares of common stock. CNX Midstream Partners unsecured notes and credit facility remain outstanding post-close. CNX Midstream GP LLC, general partner of CNX Midstream Partners ("General Partner") will continue to own the non-economic general partner interest in the surviving entity. CNX Midstream common units will no longer be publicly traded after the transaction. Post-acquisition, CNX Midstream surviving as a wholly owned subsidiary of CNX Resources. If the transaction terminated due to a material uncured breach by CNX Midstream Partners, then CNX Midstream will pay $3.5 million to CNX Resources. If the transaction terminated due to a material uncured breach by CNX Resources, then CNX Resources will pay $3.5 million to CNX Midstream.

The transaction is subject to certain customary conditions, including majority approval by CNX Midstream common unitholders; the effectiveness of a registration statement on Form S-4 and approval for listing on the New York Stock Exchange of the shares of CNX Resources common stock to be issued as merger consideration. The Board of Directors of CNX Resources and the Board of Directors of CNX Midstream Partners have each unanimous approved the transaction. Entities representing a majority of CNXM common units and Class B units have agreed to deliver written consents approving the merger agreement within the unitholder consent period, which may terminate as early as September 25, 2020. The transaction is expected to close in the fourth quarter of 2020.

Citigroup Global Markets Inc. is acting as exclusive financial advisor and Nick S. Dhesi along with Tim Fenn, Jim Cole, Adam Kestenbaum Joel Mack and Joshua Marnitz of Latham & Watkins LLP is acting as legal advisors to CNX Resources. Intrepid Partners, LLC is acting as exclusive financial advisor and fairness opinion provider to CNX Midstream. Joshua Davidson, Andrew J. Ericksen, Michael P. Bresson, T. Chuck Campbell, David D. Sterling, Travis J. Sales, Gerry Morton, J. Scott Janoe, Mark A. Bodron and Michael P. Bodosky of Baker Botts L.L.P. are acting as legal advisors to CNX Midstream. Intrepid received an opinion fee of $1 million, which has been paid to Intrepid by CNXM and was earned by Intrepid upon delivery, regardless of the conclusion reached by Intrepid. The Intrepid engagement letter also provides for a financial advisory fee of $0.5 million, which was paid upon execution of the engagement letter, and a transaction fee of $0.75 million, which becomes payable upon the consummation of the merger. EQ Shareowner Services will act as transfer agent to CNX Resources. Hilary Holmes of Gibson, Dunn & Crutcher LLP acted as financial advisor to Intrepid Partners, LLC.

CNX Resources Corporation (NYSE:CNX) completed the acquisition of 46.9% stake in CNX Midstream Partners LP (NYSE:CNXM) on September 28, 2020. CNX Resources issued 37.50 million shares of common stock to acquire 42.1 million shares of CNX Midstream. CNX Midstream will operate as a wholly owned subsidiary of CNX Resources. As a result of the transaction, CNX Midstream common units have been suspended from trading on the New York Stock Exchange. The limited partners of CNX Midstream approved the transaction on September 25, 2020.