Deal Description: On January 30, 2020, CNX Midstream Partners LP (NYSE: CNXM) announced it has entered into and closed a definitive agreement to eliminate all of the incentive distribution rights in CNXM and convert the 2.0% general partner interest in CNXM into a non-economic general partner interest in exchange for 26.0 million common units in CNXM; 3.0 million Class B Units, which will not accrue or receive distributions until January 1, 2022, at which time they will automatically convert into common units representing limited partner interests in CNXM; and $135 million in cash, payable in three installments of $50 million on December 31, 2020, $50 million on December 31, 2021 and $35 million on December 31, 2022.
The terms of the Transaction were approved by the Board of Directors of CNXM’s general partner following a unanimous recommendation for approval from the conflicts committee of the Board of Directors, which consists entirely of independent directors.
Baker Botts L.L.P. represented the conflicts committee of the general partner of CNXM in the transaction.
Baker Botts Lawyers/Office Involved:
- Corporate: Josh Davidson (Partner, Houston); A.J. Ericksen (Partner, Houston); Carina Antweil (Senior Associate, Houston); Sunil Jamal (Associate, Houston); Joshua Dunegan (Associate, Houston)
- Tax: Chuck Campbell (Special Counsel, Houston)
For more information, please see CNXM’s news release by clicking here.
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