Item 8.01. Other Events.
Credit Agreements
On March 13, 2020 (the "Closing Date"), Cardinal States Gathering Company LLC
("Cardinal States"), a Virginia limited liability company and an indirect wholly
owned subsidiary of CNX Resources Corporation (the "Company"), as borrower,
entered into a Credit Agreement with Investec Bank plc, as administrative agent,
and the lenders from time to time party thereto (the "Cardinal Credit
Agreement"). The Cardinal Credit Agreement provides for an 8-year first lien
senior secured term loan facility in an initial aggregate amount equal to
$125,000,000 (the "Cardinal Facility") and includes amortization payments of
1.00% per annum, with the balance due and payable on the eighth anniversary of
the Closing Date. The Cardinal Facility will be repaid in quarterly payments of
principal equal to 0.25% of the original aggregate principal amount of the
Cardinal Facility beginning on June 30, 2020. Borrowings under the Cardinal
Facility, at Cardinal States' option, will bear interest at a rate per annum as
described in the Cardinal Credit Agreement. Cardinal States' obligations under
the Cardinal Credit Agreement are secured by substantially all of the assets of
Cardinal States and by a pledge of the equity interests in Cardinal States by
its parent holding company.
Also, on the Closing Date, CSG Holdings II LLC ("CSG"), a Delaware limited
liability company and an indirect wholly owned subsidiary of the Company, as
borrower, entered into a Credit Agreement with Investec Bank plc, as
administrative agent, and the lenders from time to time party thereto (the "CSG
Credit Agreement"). The CSG Credit Agreement provides for a seven-year first
lien senior secured term loan facility in an initial aggregate amount equal to
$50,000,000 (the "CSG Facility") and includes amortization payments of 1.00% per
annum, with the balance due and payable on the seventh anniversary of the
Closing Date. The CSG Facility will be repaid in quarterly payments of principal
equal to 0.25% of the original aggregate principal amount of the CSG Facility
beginning on June 30, 2020. Borrowings under the CSG Facility, at CSG's option,
will bear interest at a rate per annum as described in the CSG Credit Agreement.
CSG's obligations under the CSG Credit Agreement are secured by substantially
all of the assets of CSG and by a pledge of the equity interests in CSG by its
parent holding company.
The foregoing credit agreements contain customary representations, warranties,
affirmative and negative covenants, mandatory prepayments and events of default.
The Company intends to use the proceeds of borrowings under the Cardinal
Facility and the CSG Facility to repay certain of its outstanding indebtedness.
The foregoing summaries do not purport to be complete and are subject to and
qualified in their entirety by reference to the full text of the credit
agreements, which are filed as Exhibits 99.1 and 99.2 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of the Exhibit
99.1 Credit Agreement, dated as of March 13, 2020, by and among
Cardinal States Gathering Company LLC, as borrower, Investec Bank
plc, as administrative agent, and the lenders from time to time
party thereto.
99.2 Credit Agreement, dated as of March 13, 2020, by and among CSG
Holdings II LLC, as borrower, Investec Bank plc, as administrative
agent, and the lenders from time to time party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses