CONE Midstream Partners (CNNX) to Acquire Additional 25% Stake in CONE Midstream DevCo

November 16, 2016 6:03 AM EST

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CONE Midstream Partners LP (NYSE: CNNX) announced it has entered into a definitive agreement to acquire an additional 25% ownership interest in CONE Midstream DevCo I LP, commonly referred to as the “Anchor Systems”. The transaction, which is expected to close before the end of the fourth quarter, is for a total purchase consideration of $248 million, comprised of $140 million in cash and issuance of approximately 5.2 million common limited partnership units to our Sponsors. The cash portion of the purchase consideration will be funded through borrowings under the Partnership’s $250 million revolving credit facility(1), which had $41 million drawn as of September 30, 2016. The Partnership currently owns a 75% interest in the Anchor Systems, and acquisition of the remaining 25% ownership interest will increase the Partnership’s ownership share of the Anchor Systems to 100%(2). The interest is being acquired from CONE Gathering LLC, which is jointly owned by subsidiaries of our Sponsors, CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL).

John T. Lewis, Chairman of the Board and Chief Executive officer of CONE Midstream GP LLC, said, “We are pleased to announce our first dropdown transaction. This acquisition demonstrates our commitment to grow CNNX over the long term, the supportive nature of our relationship with our Sponsors, and our Sponsors' confidence in the continued future growth of CONE.

“We project acquisition of the remaining 25% ownership interest in the Anchor Systems will be immediately accretive to our unitholders,” continued Mr. Lewis. “The financial impact of the acquisition is not included in our current EBITDA or DCF guidance and, depending on the timing of transaction closing, will be additive to those projected results. The anticipated increase in distributable cash flow is expected to increase our future cash distribution coverage and enhance our ability to continue to grow our quarterly cash distributions over time. Using a combination of debt and equity financing for this transaction keeps our balance sheet strong and leaves additional debt capacity for financing growth through new organic projects and third party opportunities. We continue to view our very robust distribution coverage and low leverage as important positive attributes that set CONE Midstream apart from others in the industry.”

The terms of the transaction were approved by the Board of Directors of CONE Midstream GP LLC (the “General Partner”) following prior approval by the Board of Director's Conflicts Committee, which consists entirely of independent directors. The Conflicts Committee engaged Evercore Partners to act as its independent financial advisor and to render a fairness opinion, and Locke Lord LLP to act as its legal advisor.

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(1) The Partnership's revolving debt facility has an accordion feature which provides for an increase in potential total borrowing capacity to $500 million.

(2) Following the close of the announced transaction, the Partnership will own a 100% interest in CONE Midstream DevCo I LP (the “Anchor Systems”). It will continue to own a 5% interest in CONE Midstream DevCo II LP (the “Growth Systems”), and a 5% interest in CONE Midstream DevCo III LP (the “Additional Systems”). CONE Gathering LLC, which is jointly owned by subsidiaries of CONSOL Energy Inc. and Noble Energy, Inc., will continue to own 95% interests in each of the Growth Systems and Additional Systems.



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