Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 4, 2024

CNX Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-14901

51-0337383

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

CNX Center

1000 Horizon Vue Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code:

[phone]

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common Stock ($.01 par value)

CNX

New York Stock Exchange

Preferred Share Purchase Rights

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New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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Item 8.01 Results of Operations and Financial Condition.

On December 4, 2024, CNX Gas Company LLC (the “Company”), a wholly owned subsidiary of CNX Resources Corporation, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Apex Upstream, LLC and Apex WML, LLC (collectively, the “Sellers”) to acquire, directly and indirectly, all of the issued and outstanding membership interests in Apex Energy (PA), LLC, Apex Energy Minerals, LLC and Apex WML Midstream, LLC (the “Transaction”).

Pursuant to the Purchase Agreement, which has an economic effective time of October 1, 2024, the Company will pay a cash purchase price of $505 million, subject to customary closing adjustments for an acquisition of upstream assets. The closing of the Transaction (the “Closing”) is expected to occur in the first quarter of 2025, subject to the satisfaction or waiver of certain customary closing conditions.

The Purchase Agreement also provides certain termination rights for the Company and the Sellers, including, without limitation, the right to terminate (i) by either party, if Closing has not occurred on or before February 26, 2025 and (ii) by the Company, if a material adverse effect occurs with respect to the Sellers or the business owned by the Sellers.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.  

 

Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

                        

                        CNX RESOURCES CORPORATION

By:    /s/ Timothy S. Bedard

     Timothy S. Bedard

Executive Vice President, General Counsel and Corporate Secretary

Dated: December 5, 2024

Cover Page Cover Page	Dec. 04, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 04, 2024
Entity Registrant Name	CNX Resources Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-14901
Entity Tax Identification Number	51-0337383
Entity Address, Address Line One	CNX Center
Entity Address, Address Line Two	1000 Horizon Vue Drive
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	724
Local Phone Number	485-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001070412
Amendment Flag	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock ($.01 par value)
Trading Symbol	CNX
Security Exchange Name	NYSE
Preferred Share Purchase Rights
Entity Information [Line Items]
Title of 12(b) Security	Preferred Share Purchase Rights
Security Exchange Name	NYSE
No Trading Symbol Flag	true

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