According to the Complaint, CNX Midstream Partners LP is a master limited partnership that owns, operates, develops, and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. The Partnership’s assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation, and stabilization facilities.
This action stems from a proposed transaction announced on July 27, 2020, pursuant to which CNX Midstream Partners LP and CNX Midstream GP LLC, the general partner of the Partnership, will be acquired by CNX Resources Corporation (“Parent”) and CNX Resources Holdings LLC (“Merger Sub,” and together with Parent, “CNX Resources”).
On July 26, 2020, the Board of Directors caused the Partnership to enter into an agreement and plan of merger with the General Partner and CNX Resources. Pursuant to the terms of the Merger Agreement, CNX Midstream’s unitholders will receive 0.88 shares of Parent common stock for each common unit of CNX Midstream they own.
On August 28, 2020, Defendants filed a prospectus with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Prospectus omits material information with respect to the Proposed Transaction, which renders the Prospectus false and misleading.