CNX Resources Corporation Announces Tender Offer for its 6.000% Senior Notes due 2029
MWN-AI** Summary
CNX Resources Corporation (NYSE: CNX) has announced a cash tender offer for all of its outstanding 6.000% Senior Notes due 2029. This initiative, launched on February 17, 2026, aims to improve the company's financial position by allowing bondholders to sell their notes back to CNX at a specified price. The total principal amount outstanding for these notes is $500 million, with a purchase price set at $1,016.10 for each $1,000 principal of notes validly tendered and accepted. This amount does not include accrued interest, which will also be paid.
The tender offer is scheduled to close on February 23, 2026, at 5:00 p.m. Eastern Time, although this date may be extended or terminated. Investors who wish to participate must ensure their notes are properly tendered before this deadline. Additionally, CNX has included a conditional notice of redemption for notes not purchased in the tender offer, set at a redemption price of 101.50% of their principal amount, plus any accrued interest, effective March 19, 2026, contingent upon a concurrent new notes offering.
CNX enlisted Wells Fargo Securities, LLC as the Dealer Manager for the tender offer. The move comes as part of CNX's broader strategy as a natural gas company focused on low-carbon initiatives and long-term shareholder value creation. The firm reported substantial gas reserves and operates with a commitment to innovation and responsible resource development.
This announcement highlights CNX's ongoing efforts to manage its debt efficiently while positioning itself for future growth amidst a competitive energy market. However, potential investors should note the associated risks as outlined in the company's risk factors, emphasizing the inherent uncertainties involved in such financial maneuvers.
MWN-AI** Analysis
In light of CNX Resources Corporation's recent announcement regarding its cash tender offer for its 6.000% Senior Notes due 2029, investors should consider several strategic factors before making any decisions.
The company is offering a purchase price of $1,016.10 per $1,000 principal amount of the Notes that are validly tendered before the February 23, 2026 expiration. This reflects a slight premium over the nominal value, suggesting CNX aims to efficiently manage its debt while potentially showcasing its liquidity capabilities. The concurrent conditional notice of redemption at 101.50% for any remaining notes post-tender further emphasizes CNX's strategy to optimize its capital structure, potentially involving refinancing at lower interest rates through a new notes offering.
Investors should assess the implications of these maneuvers. The company's plan to issue new notes could signal a proactive approach in managing rising interest costs or refinancing risk as market conditions continue to fluctuate, particularly in the natural gas sector, which CNX operates within. The $500 million principal amount being targeted indicates significant investor interest, and a successful tender could bolster CNX’s balance sheet by reducing ongoing interest obligations.
However, it remains crucial for potential investors to evaluate the risks associated with this tender offer, especially given the conditional nature tied to the new notes offering. Should market conditions prevent the issuance of new notes, it could impair CNX’s capacity to redeem existing debt, influencing its credit profile.
In summary, while the tender offer represents a potentially strategic move for CNX, diligent analysis of market conditions, interest rate trends, and CNX's operational performance in the Appalachian region will be fundamental in determining the timing and scale of any investments in CNX securities.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
PR Newswire
PITTSBURGH, Feb. 17, 2026 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 6.000% Senior Notes due 2029 (the "Notes").
Certain information regarding the Notes and the Purchase Price (as defined below) is set forth in the table below.
Title of Security | CUSIP | Principal Amount | Purchase Price | |||
6.000% Senior Notes | 144A (12653C AJ7) Reg S (U1749L AE4) | $500,000,000 | $1,016.10 (1) |
(1) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. Excludes accrued and unpaid interest, which also will be paid to, but excluding, the Settlement Date. |
The "Purchase Price" for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be $1,016.10, as described in the Offer to Purchase.
In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the date on which CNX makes payment for such Notes, which date is currently expected to be February 26, 2026, assuming that the Tender Offer is not extended or earlier terminated.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offer, by calling (855) 654-2015 (toll free) or, for banks and brokers, (212) 430-3774 or by email at contact@gbsc-usa.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following website: https://www.gbsc-usa.com/cnx.
The Tender Offer will expire at 5:00 p.m. New York City Time on February 23, 2026, unless extended or earlier terminated (such time and date as the same may be extended, the "Expiration Time"). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the Purchase Price for their Notes.
The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by CNX (the "new notes offering") on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to CNX. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered and the Tender Offer may be amended, extended, terminated or withdrawn, subject to applicable law.
Concurrently with the commencement of the Tender Offer, CNX issued a conditional notice, pursuant to the indenture governing the Notes, to redeem (the "Redemption") all Notes not purchased in the Tender Offer, at a redemption price of 101.50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date of March 19, 2026 (the "redemption date"). The Redemption is conditioned on the closing of CNX's new notes offering and its receipt of net proceeds from such offering, and there can be no assurance the Redemption will be completed. The Redemption may be terminated and the redemption notice may be rescinded in the event such conditions shall not have been satisfied by the redemption date.
CNX has retained Wells Fargo Securities, LLC to serve as the Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Wells Fargo Securities, LLC, Liability Management Group, at (866) 309-6316 (U.S. toll free) or (704) 410-4235 (collect).
CNX Resources Corporation (NYSE: CNX) is unique. We are a premier, ultra-low carbon intensive natural gas development, production, midstream, and technology company centered in Appalachia, one of the most energy abundant regions in the world. With the benefit of a 161-year regional legacy, substantial asset base, leading core operational competencies, technology development and innovation, and astute capital allocation methodologies, we responsibly develop our resources and deploy free cash flow to create long-term per share value for our shareholders, employees, and the communities where we operate. As of December 31, 2025, CNX had 9.7 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index.
Cautionary Statements:
This press release does not constitute an offer to purchase or the solicitation of an offer to sell any Notes in the Tender Offer nor does it constitute a notice of redemption under the indenture governing the 2029 Notes. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, including those relating to the offer, the new notes offering and the Redemption, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our 2025 Annual Report on Form 10-K under "Risk Factors," which is on file at the U.S. Securities and Exchange Commission.
SOURCE CNX Resources Corporation
FAQ**
How does the cash tender offer for CNX Resources Corporation CNX's 6.000% Senior Notes due 2029 align with the company's overall capital allocation strategy and long-term financial goals?
What specific conditions must CNX Resources Corporation CNX satisfy for the completion of the new notes offering that is tied to the tender offer?
In what ways does the current market environment influence CNX Resources Corporation CNX's decision to initiate this tender offer for the outstanding senior notes?
How will CNX Resources Corporation CNX address potential risks associated with the redemption of the remaining notes, particularly if the conditions for the new notes offering are not met?
**MWN-AI FAQ is based on asking OpenAI questions about CNX Resources Corporation (NYSE: CNX).
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