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): ~~July~~September 3028, 2020 (September 25, 2020)

CNX Midstream Partners LP

(Exact name of registrant as specified in its charter)

Delaware

001-36635

47-1054194

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

CNX Center

1000 CONSOL Energy Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code:

(724) 485-4000

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

Name of each exchange

on which registered

Common Units Representing Limited Partner Interests

CNXM

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. ☐

Item 2.~~02.~~01 ~~Results~~Completion of ~~Operations~~Acquisition ~~and~~or ~~Financial~~Disposition ~~Condition~~of Assets.

On July 26, 2020, CNX Midstream Partners LP, a Delaware limited partnership (the “Partnership”), ~~issued~~CNX Midstream GP LLC, a ~~press~~Delaware ~~release~~limited onliability ~~July 30~~company and the general partner of the Partnership (the “General Partner”), ~~2020~~CNX ~~announcing~~Resources ~~its~~Corporation, ~~2020~~a ~~second~~Delaware ~~quarter~~corporation ~~results.~~(“CNX”), Aand ~~copy~~CNX Resources Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of CNX (“Merger Sub”), entered into an Agreement and Plan of Merger (the ~~press~~“Merger ~~release~~Agreement”), ispursuant ~~attached~~to which Merger Sub agreed to ~~this~~merge ~~Current~~with ~~Report~~and into the Partnership, with the Partnership surviving as ~~Exhibit 99.1~~an ~~and~~indirect ~~incorporated~~wholly ~~into~~owned ~~this~~subsidiary ~~Item~~of ~~2.02~~CNX by(the ~~reference~~“Merger”).

~~The~~On ~~information~~September 28, ~~furnished~~2020, ~~pursuant~~the parties to ~~this~~the ~~Item~~Merger ~~2.02~~Agreement ~~and~~completed ~~Item~~the 7Merger.01 Pursuant to the Merger Agreement, ~~including~~at ~~Exhibit~~the ~~99.1~~effective time of the Merger (the “Effective Time”), ~~are~~(i) ~~being~~each ~~furnished~~outstanding common unit representing a limited partner interest in the Partnership (each, a “Partnership Common Unit”) other than Partnership Common Units owned by CNX and ~~shall~~its ~~not~~subsidiaries be(each, ~~deemed~~a “~~filed~~Public Common Unit”), ~~for~~converted into the ~~purposes~~right to receive 0.88 shares of ~~Section 18~~common stock, par value $0.01 per share, of CNX (the ~~Securities~~“CNX ~~Exchange~~Common ~~Act~~Stock” and the shares of ~~1934~~CNX Common Stock issued in the Merger, asthe ~~amended~~“Merger Consideration”); and (ii) (x) each of the phantom units and any other awards issued under a Partnership Long-Term Incentive Plan (each a “~~Exchange~~Partnership ~~Act~~LTIP Award”) (other than the Director LTIP Awards (as defined below)), whether or ~~otherwise~~not ~~subject~~vested, that was outstanding immediately prior to the ~~liabilities~~Effective Time, ceased to relate to or represent any right to receive Partnership Common Units and converted into an equivalent award of ~~that~~restricted ~~section~~stock units relating to CNX Common Stock on the same terms and conditions as were applicable to the corresponding Partnership LTIP Award, including any applicable payment timing provisions and ~~will~~dividend ~~not~~equivalent berights, ~~incorporated~~as applicable, subject to the terms of the Merger Agreement and (y) each Partnership LTIP Award held by ~~reference~~a ~~into~~non-employee ~~any~~director ~~filing~~whose ~~under~~service to the ~~Securities~~Partnership ~~Act~~or its affiliates terminated upon the consummation of ~~1933~~the Merger (each a “Director LTIP Award”) and became fully vested and automatically converted into the right to receive, aswith ~~amended~~respect to each Partnership Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the Class B units representing limited partner interests in the Partnership (“~~Securities~~Class B ~~Act~~units”), ~~unless~~which ~~specifically~~were ~~identified~~automatically ~~therein~~be canceled immediately prior to the Effective Time for no consideration in accordance with the Third Amended and Restated Agreement of Limited Partnership of CNX Midstream Partners LP, dated as ~~being~~of ~~incorporated~~January 29, ~~therein~~2020, the interests in the Partnership owned by ~~reference~~CNX and its subsidiaries remain outstanding as limited partner interests in the surviving entity. The General Partner continues to own the non-economic general partner interest in the surviving entity.

~~Item~~Pursuant 7to the Merger Agreement, CNX issued approximately 37.~~01.~~1 million ~~Regulation~~shares FDof ~~Disclosure~~CNX Common Stock to the holders of Public Common Units as the Merger Consideration as described above.

The ~~information~~Merger ~~set~~Agreement ~~forth~~is ~~under~~filed ~~Item~~as Exhibit 2.021 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2020, which agreement is incorporated ~~into~~herein ~~this~~by ~~Item 7~~reference.01 The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Merger Agreement and is qualified in its entirety by ~~reference~~the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about the Partnership, CNX or their respective subsidiaries and affiliates.

~~Forward-Looking~~Item ~~Statements~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~All~~To ~~statements in this report (and oral statements made regarding~~ the ~~subjects~~extent ~~of this communication)~~applicable, ~~including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of~~ the ~~Exchange~~information ~~Act~~included ~~and~~under ~~Section 27A~~Item ~~of the Securities Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results~~2.01 ~~Without~~above ~~limiting~~is ~~the~~incorporated ~~generality~~into ~~of the foregoing, forward-looking statements contained in~~ this ~~communication~~Item include statements relying on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of CNX Resources Corporation (NYSE: CNX) (“CNX”) and the Partnership, which could cause actual results to differ materially from such statements3.01 Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include, but are not limited to, statements regarding the expected benefits of the proposed transaction to CNX and the Partnership and their stockholders and unitholders, respectively; the anticipated completion of the proposed transaction and the timing thereof; and the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” 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. While CNX and the Partnership believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their businesses. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the failure to realize the anticipated costs savings, synergies and other benefits of the transaction; the possible diversion of management time on transaction-related issues; the risk that the requisite approvals to complete the transaction are not obtained; local, regional and national economic conditions and the impact they may have on CNX, the Partnership and their customers; the impact of outbreaks of communicable diseases such as the novel highly transmissible and pathogenic coronavirus (COVID-19) on business activity, the Company’s operations and national and global economic conditions, generally; conditions in the oil and gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas or a sustained decrease in the price of oil or natural gas; the financial condition of CNX’s or the Partnership’s customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships resulting from the transaction; changes in safety, health, environmental and other regulations; the results of any reviews, investigations or other proceedings by government authorities; and the performance of the Partnershipreference.

~~The~~In ~~forward-looking~~connection ~~statements~~with inthe ~~this~~consummation ~~report~~of ~~speak~~the ~~only~~Merger, asthe ofNew York Stock Exchange (the ~~date~~“NYSE”) ofwas ~~this~~notified ~~report;~~that weeach ~~disclaim~~outstanding ~~any~~Public ~~obligation~~Common Unit issued and outstanding immediately prior to ~~update~~the ~~these~~Effective ~~statements.~~Time Wewas ~~have~~converted, ~~based~~pursuant ~~these~~to ~~forward-looking~~the ~~statements~~Merger, oninto ~~our~~the ~~current~~right ~~expectations~~to receive the Merger Consideration, subject to the terms and ~~assumptions~~conditions ~~about~~of ~~future~~the ~~events~~Merger Agreement. ~~While~~The ~~our~~Partnership ~~management~~requested ~~considers~~that ~~these~~the ~~expectations~~NYSE ~~and~~file ~~assumptions~~a tonotification beof ~~reasonable,~~removal ~~they~~from ~~are~~listing ~~inherently~~on ~~subject~~Form 25 with the SEC with respect to ~~significant~~the ~~business,~~delisting ~~economic,~~of ~~competitive,~~the ~~regulatory~~Partnership ~~and~~Common ~~other~~Units ~~risks,~~from ~~contingencies~~the NYSE and ~~uncertainties,~~to ~~most~~deregister ofthe ~~which~~Partnership ~~are~~Common ~~difficult~~Units tounder ~~predict~~Section 12(b) ~~and~~of ~~many~~the Securities Exchange Act of ~~which~~1934, ~~are~~as ~~beyond~~amended ~~our~~(the ~~control~~“Exchange Act”). ~~These~~The ~~risks,~~Partnership ~~contingencies~~Common ~~and~~Units ~~uncertainties~~were ~~relate~~suspended ~~to,~~from ~~among~~trading ~~other~~on ~~matters,~~ the ~~risks~~NYSE ~~and~~prior ~~uncertainties~~to ~~set~~the ~~forth~~opening inof ~~the~~trading ~~“Risk~~on September 28, 2020.

~~Factors”~~Item ~~section~~3.03 ofMaterial ~~the~~Modification ~~Partnership’s~~to ~~Annual~~Rights ~~Report~~of onSecurity Form 10-K for the year ended December 31, 2019, and Quarterly Report on Form 10-Q for the three months ended March 31, 2020, each filed with the Securities and Exchange Commission (the “SEC”), and any subsequent reports filed with the SECHolders.

NoThe ~~Offer~~information orset ~~Solicitation~~forth under Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.

~~This~~Item ~~report~~5.02 isDeparture ~~for informational purposes only and shall not constitute an offer to sell or the solicitation~~ of anDirectors ~~offer to buy any securities pursuant to the proposed transaction~~ or ~~otherwise,~~Certain ~~nor~~Officers; ~~shall~~Election ~~there be any sale~~ of ~~securities~~Directors; inAppointment ~~any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws~~ of ~~any~~Certain ~~such~~Officers; ~~jurisdiction.~~Compensatory NoArrangements ~~offer~~ of ~~securities~~Certain ~~shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act~~Officers.

~~Additional~~In ~~Information~~connection with the Merger, as of the Effective Time, Raymond T. Betler, John E. Jackson and ~~Where~~John ~~You~~A. ~~Can~~Maher ~~Find~~stepped Itdown from their respective roles as members of the Board of Directors of the General Partner (the “GP Board”). The decision of each of Messrs. Betler, Jackson and Maher to step down as a member of the GP Board was not the result of any disagreement with the General Partner or the Partnership on any matter relating to the operations, policies or practices of the General Partner or the Partnership, and was solely as a result of the Merger.

In ~~connection with the proposed transaction~~addition, ~~CNX~~as ~~will file a registration statement on Form S-4, including a consent statement/prospectus~~ of ~~CNX and~~ the ~~Partnership~~Effective Time, ~~with~~ the ~~SEC.~~number ~~INVESTORS~~of ~~AND~~members SECURITY HOLDERS OF CNX AND THE PARTNERSHIP ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND CONSENT STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. Investors and security holders may obtain a free copy of the ~~consent~~GP ~~statement/prospectus~~Board ~~(when~~was ~~available)~~decreased ~~and other relevant documents filed by CNX and the Partnership with the SEC~~ from ~~the~~seven ~~SEC’s website at www.sec.gov. Security holders and other interested parties will also be able~~ to ~~obtain, without charge, a copy of the consent statement/prospectus and other relevant documents (when available) from www~~four.~~cnx.com~~ ~~under the tab “Investors” and then under the heading “SEC Filings.”~~

~~Participants~~Item in5.07. ~~the~~Submission ~~Solicitation~~of ~~Relating~~Matters to ~~the~~a ~~Merger~~Vote of Security Holders.

~~CNX,~~As ~~the~~previously ~~Partnership and their respective directors~~announced, ~~executive officers and certain other members of management may be deemed to be participants in~~ the ~~solicitation~~completion of ~~consents in respect of~~ the ~~transaction.~~Merger ~~Information~~was ~~about~~subject ~~these persons is set forth in CNX’s proxy statement relating~~ to ~~its 2020 Annual Meeting of Stockholders~~, ~~which~~among ~~was~~other ~~filed with the SEC on March 24~~things, ~~2020,~~approval ~~and~~of the ~~Partnership’s~~Merger ~~Annual~~Agreement ~~Report on Form 10-K~~ and ~~Form 10-K/A for~~ the ~~year~~transactions ~~ended~~contemplated ~~December 31~~thereby, ~~2019,~~including ~~which were filed with~~ the ~~SEC on February 10~~Merger, ~~2020~~by ~~and~~the ~~April 27,~~affirmative ~~2020,~~consent ~~respectively, and subsequent statements~~ of ~~changes in beneficial ownership on file with~~ the ~~SEC. Security~~ holders ~~and investors may obtain additional information regarding the interests~~ of ~~such~~a ~~persons,~~majority ~~which may be different than those~~ of the ~~respective~~outstanding ~~companies’~~Partnership ~~security~~Common ~~holders~~Units ~~generally, by reading the consent statement/prospectus~~ and ~~other~~Class B ~~relevant documents regarding the transaction~~units, ~~which~~voting ~~will~~as bea ~~filed~~single ~~with the SEC~~class.

~~Item~~The 9GP Board set August 27, 2020 as the record date for determining the Partnership limited partners entitled to execute and deliver written consents approving the Merger Agreement and the transactions contemplated thereby, including the Merger.01 On September 1, 2020, CNX Gas Company LLC, a Virginia limited liability company and wholly owned subsidiary of CNX, and CNX Gas Holdings, Inc., ~~Financial~~a ~~Statements~~Delaware corporation and ~~Exhibits~~wholly owned subsidiary of CNX, which as of the record date collectively held 47,692,198 Partnership Common Units, representing approximately 51.4% of the outstanding limited partner interests as of the record date, delivered written consents approving the Merger Agreement and the transactions contemplated thereby, including the Merger (the “CNX Written Consents”). The delivery of the CNX Written Consents was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, without the receipt of written consent from any other holder of Partnership limited partner interests.

The deadline for the consent solicitation expired at 11:59 p.m. (Eastern Time), on September 25, 2020. A summary of the results for the proposal is set forth below.

(1) Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.


Consents For	Consents Withheld	Abstentions
61,736,428	3,167,149	92,310

Item 7.01

Regulation FD Disclosure.

On September 28, 2020, the Partnership and CNX issued a joint news release announcing the completion of the Merger. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description of the Exhibit
ExhibitNumber		Description of the Exhibit
99.1		Press Release of CNX Midstream Partners LP, dated July 30, 2020
2.1*		Agreement and Plan of Merger, dated as of July 26, 2020, by and among CNX Resources Corporation, CNX Midstream Partners LP, CNX Midstream GP LLC and CNX Resources Holdings LLC (incorporated by reference to Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed on July 27, 2020, File No. 36635).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.1		Support Agreement, dated as of July 26, 2020, by and among CNX Midstream Partners LP, CNX Gas Company LLC and CNX Gas Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on July 27, 2020, File No. 36635).
99.1		Press Release dated September 28, 2020.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

*	The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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 MIDSTREAM PARTNERS LP

By:		CNX MIDSTREAM GP, LLC, its general partner

By:		/s/ Donald W. Rush
Name:		Donald W. Rush
Title:		Chief Financial Officer and Director

Dated: ~~July~~September 3028, 2020

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