CNX Resources Corporation’s $357 Million Acquisition of CNX Midstream Partners LP

Baker Botts L.L.P advised the Conflicts Committee of CNX Midstream Partners.

CNX Resources Corporation and CNX Midstream Partners LP have entered into a definitive merger agreement pursuant to which CNX will acquire all of the outstanding common units of CNX Midstream that it does not already own in exchange for CNX common stock valued at approximately $357 million, based on the most recent closing price of CNX common stock.

Under the merger agreement, each outstanding common unit of CNX Midstream that CNX does not already own will be converted into 0.88 shares of CNX common stock, representing a 15% premium to the average exchange ratio during the 30 trading days ended July 24, 2020

The terms of the transaction were negotiated, reviewed and approved by the Conflicts Committee of the Board of Directors of CNX Midstream’s general partner and by that Board of Directors.

CNX Resources Corporation (NYSE: CNX) is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. CNX deploys an organic growth strategy focused on responsibly developing its resource base. As of December 31, 2019, CNX had 8.4 trillion cubic feet equivalent of proved natural gas reserves. CNX is a member of the Standard & Poor’s Midcap 400 Index.

CNX Midstream Partners LP (NYSE: CNXM) is a master limited partnership that owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. CNXM’s assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.

Baker Botts team included Joshua Davidson (Picture), A.J. Ericksen, Carina Antweil, Sunil Jamal, Lauren Richter, Michael Bresson, Chuck Campbell, David Sterling, Travis Sales, Tina Nguyen, Gerry Morton, Kyle Doherty, Scott Janoe, Austin Echols, Mark Bodron and Michael Bodosky.

Involved fees earner: Carina Antweil – Baker Botts; Michael Bodosky – Baker Botts; Mark Bodron – Baker Botts; Michael Bresson – Baker Botts; Chuck Campbell – Baker Botts; Joshua Davidson – Baker Botts; Kyle Doherty – Baker Botts; Austin Echols – Baker Botts; A.J. Ericksen – Baker Botts; Sunil Jamal – Baker Botts; Scott Janoe – Baker Botts; Gerry Morton – Baker Botts; Tina Nguyen – Baker Botts; Lauren Richter – Baker Botts; Travis Sales – Baker Botts; David Sterling – Baker Botts;

Law Firms: Baker Botts;

Clients: CNX Midstream Partners LP – Conflicts Committee ;

Author: Ambrogio Visconti