South Park, WY, United States
South Park, WY, United States

Consol Energy Inc. is an American energy company with interests in coal and natural gas production headquartered in the suburb of Cecil Township, in the Southpointe complex, just outside of Pittsburgh, Pennsylvania. Consol Energy is the leading producer of high-BTU bituminous coal in the United States and the U.S.'s largest underground coal mining company. As of 2011, Consol had 4.4 billion tons of proven reserves, mainly in northern and central Appalachia and produced nearly 64 million tons of coal in 2010. The company has natural gas reserves totaling 3.7 trillion cu. ft. as of 2011 and employs more than 8,800 people. Wikipedia.


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News Article | April 21, 2017
Site: globenewswire.com

CANONSBURG, Pa., April 21, 2017 (GLOBE NEWSWIRE) -- The Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP (NYSE:CNNX), today announced the declaration of a cash distribution of $0.2821 per unit with respect to the first quarter of 2017.  The distribution will be made on May 15, 2017 to unitholders of record as of the close of business on May 4, 2017.  The distribution, which equates to an annual distribution of $1.1284 per unit, represents an increase of 3.6% over the distribution paid with respect to the prior quarter, and an increase of 15.1% over the distribution paid with respect to the first quarter of 2016. CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.  More information is available at our website www.conemidstream.com. This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b).  Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream’s distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business.  Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.  Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.


News Article | April 21, 2017
Site: globenewswire.com

CANONSBURG, Pa., April 21, 2017 (GLOBE NEWSWIRE) -- The Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP (NYSE:CNNX), today announced the declaration of a cash distribution of $0.2821 per unit with respect to the first quarter of 2017.  The distribution will be made on May 15, 2017 to unitholders of record as of the close of business on May 4, 2017.  The distribution, which equates to an annual distribution of $1.1284 per unit, represents an increase of 3.6% over the distribution paid with respect to the prior quarter, and an increase of 15.1% over the distribution paid with respect to the first quarter of 2016. CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.  More information is available at our website www.conemidstream.com. This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b).  Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream’s distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business.  Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.  Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.


News Article | April 21, 2017
Site: globenewswire.com

CANONSBURG, Pa., April 21, 2017 (GLOBE NEWSWIRE) -- The Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP (NYSE:CNNX), today announced the declaration of a cash distribution of $0.2821 per unit with respect to the first quarter of 2017.  The distribution will be made on May 15, 2017 to unitholders of record as of the close of business on May 4, 2017.  The distribution, which equates to an annual distribution of $1.1284 per unit, represents an increase of 3.6% over the distribution paid with respect to the prior quarter, and an increase of 15.1% over the distribution paid with respect to the first quarter of 2016. CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.  More information is available at our website www.conemidstream.com. This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b).  Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream’s distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business.  Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.  Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.


News Article | May 4, 2017
Site: globenewswire.com

CANONSBURG, Pa., May 04, 2017 (GLOBE NEWSWIRE) -- CONE Midstream Partners LP (NYSE:CNNX) ("CONE Midstream" or the "Partnership") today reported financial and operational results for the three months ended March 31, 2017(1)  and confirmed 2017 financial guidance. Highlights of first quarter 2017 results attributable to the Partnership as compared to the first quarter of 2016 include:(2) John T. Lewis, Chief Executive Officer of CONE Midstream GP LLC (the "General Partner"), commented, "We are pleased to report another solid quarter of financial and operational results for CNNX.  Net throughput volumes increased by 25% from the first quarter of 2016. With a full quarter’s contribution from the mid-November 2016 acquisition of the remaining 25% interest in the Anchor Systems, net income attributable to the Partnership, Adjusted EBITDA and distributable cash flow all increased by more than 20% as compared to the first quarter last year. "We are also pleased to see the resumption of drilling on our acreage with the return of a rig during March," continued Mr. Lewis. "In addition, we look forward to welcoming a new shipper to the CONE system, as the buyer of Noble's Appalachian acreage takes over Noble's interest and acreage dedication." As previously announced, the Board of Directors of the General Partner declared a quarterly cash distribution of $0.2821 per unit with respect to the first quarter of 2017.  The distribution payment will be made on May 15, 2017 to unitholders of record at the close of business on May 4, 2017. The distribution, which equates to an annual rate of $1.1284 per unit, represents an increase of 3.6% over the prior quarter and an increase of 15.1% over the distribution paid with respect to the first quarter of 2016. CONE Midstream's allocated first quarter 2017 share of investment in expansion projects was $6.3 million. Total expansion capital investment at the three development companies in which CONE Midstream holds controlling interests was $6.5 million. CONE Midstream's respective share of maintenance capital expenditures for the three development companies for the first quarter of 2017 was $3.9 million.  Maintenance capital expenditures in the aggregate for the development companies in which CONE Midstream holds controlling interests totaled $4.7 million. As of March 31, 2017, CONE Midstream had outstanding borrowings of $162.0 million under its $250 million revolving credit facility and a cash balance of $6.0 million. Based on current expectations, management today confirmed the Partnership’s previously announced 2017 financial guidance, indicating that full year 2017 results are currently projected to be at the top end of the previously announced ranges.  Management also confirmed that, based on currently available information, it does not expect CONSOL’s recently announced changes to its drilling plans and Noble Energy’s recently announced sale of its Appalachian acreage to have a material impact on the Partnership’s operating results for 2018. CONE Midstream’s guidance is based on numerous assumptions about future events and conditions and, therefore, could vary materially from actual results. These estimates are meant to provide guidance only and are subject to revision for acquisitions or operating environment changes. First Quarter Financial and Operational Results Conference Call A conference call and webcast, during which management will discuss first quarter 2017 financial and operational results and 2017 guidance, is scheduled for May 4, 2017 at 11:00 a.m. Eastern Time. Prepared remarks by members of management will be followed by a question and answer period.  Interested parties may listen via webcast by using the link posted on the "Events" page of our website, www.conemidstream.com, or at  http://services.choruscall.com/links/cnnx170504.html. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 1-412-902-0126) five to ten minutes prior to the scheduled start time (reference the CONE Midstream call).  An on-demand replay of the webcast will be also be available at http://services.choruscall.com/links/cnnx170504.html shortly after the conclusion of the conference call.  A telephonic replay will be available through May 18, 2017 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10105448. (1)  Unless otherwise indicated, the reporting measures included in this news release reflect the unallocated total activity of the three development companies jointly owned by the Partnership and CONE Gathering LLC (“CONE Gathering”).  The Partnership's current economic interests in the development companies are: 100% in the Anchor Systems, 5% in the Growth Systems, and 5% in the Additional Systems.  Because the Partnership owns a controlling interest in each of the three development companies, it fully consolidates their financial results. CONE Gathering is a midstream joint venture formed by CONSOL Energy Inc. and Noble Energy, Inc. that owns non-controlling interests in the Partnership’s development companies. (2)  Effective November 16, 2016, the Partnership acquired the remaining 25% controlling interest in the Anchor Systems, which brought its controlling interest in that system to 100%.  As such, results for the first quarter 2017 include 100% of the Anchor Systems, and results for the first quarter 2016 include only 75% of the Anchor Systems. (3)  Adjusted EBITDA and DCF are not measures that are recognized under accounting principles generally accepted in the U.S. (“GAAP”).  Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow. CONE Midstream Partners LP is a master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.conemidstream.com. This press release serves a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b).  Nominees should treat one hundred percent (100.0%) of  CONE Midstream’s distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business.  Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.  Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of non-U.S. investors. This press release contains forward-looking statements within the meaning of the federal securities laws.  Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "will," "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. You should not place undue reliance on forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management.  You should not place undue reliance on forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, they involve known and unknown risks, uncertainties and other factors.  For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, including, among others, that our business plans may change as circumstances warrant, please refer to the "Risk Factors" and "Forward-Looking Statements" sections of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. CONE MIDSTREAM PARTNERS LP RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW We define EBITDA as net income (loss) before net interest expense, depreciation and amortization, and Adjusted EBITDA as EBITDA adjusted for non-cash items which should not be included in the calculation of distributable cash flow. EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: We believe that the presentation of EBITDA and Adjusted EBITDA provides information that is useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Adjusted EBITDA are net income and net cash provided by operating activities. EBITDA and Adjusted EBITDA should not be considered alternatives to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.  EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA and Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies. We define distributable cash flow as Adjusted EBITDA less net income attributable to noncontrolling interest, cash interest paid and maintenance capital expenditures, each net to the Partnership. Distributable cash flow does not reflect changes in working capital balances. Distributable cash flow is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: We believe that the presentation of distributable cash flow in this release provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities. Distributable cash flow should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Distributable cash flow excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similarly titled measures of other companies. The following table presents a reconciliation of the non-GAAP measures of adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measures of net income and net cash provided by operating activities. The following table presents a reconciliation of the non-GAAP measures adjusted EBITDA and distributable cash flow by quarter and for the most recently completed twelve month period with the most directly comparable GAAP financial measures, which are net income and net cash provided by operating activities.


News Article | October 26, 2016
Site: globenewswire.com

CANONSBURG, Pa., Oct. 26, 2016 (GLOBE NEWSWIRE) -- The Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP (NYSE:CNNX), today announced the declaration of a cash distribution of $0.263 per unit with respect to the third quarter of 2016.  The distribution will be made on November 14, 2016 to unitholders of record as of the close of business on November 4, 2016.  The distribution, which equates to an annual rate of $1.052 per unit, represents an increase of 3.5% over the prior quarter, and an increase of 15.4% over the distribution paid with respect to the third quarter of 2015. CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.  More information is available at our website www.conemidstream.com. This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b).  Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream’s distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business.  Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.  Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.


CANONSBURG, Pa., Oct. 31, 2016 (GLOBE NEWSWIRE) -- CONSOL Energy Inc. (NYSE:CNX) (“CONSOL”) and Noble Energy, Inc. (NYSE:NBL) (“Noble”), whom we refer to as our Sponsors, today jointly announced that the two companies have entered into a definitive agreement to separate their upstream Joint Venture.  According to that announcement, the Exchange Agreement between by our Sponsors will split the Joint Venture that was formed in 2011 for the exploration, development, and operation of their Marcellus Shale properties in Pennsylvania and West Virginia. As indicated in the Sponsors’ announcement, while the Exchange Agreement creates independent ownership interests in the Marcellus Formation acreage and production currently gathered by CONE Midstream Partners, LP (NYSE:CNNX) (“CONE”), it does not change the total acreage dedicated by CONSOL and Noble to CONE, the gathering rates, or other fundamental terms for the services provided by CONE.  CONSOL and Noble remain as co-sponsors of CONE, retain their respective general partnership and limited partner ownership interests in CONE, and continue as shippers on CONE’s gathering systems. John T. Lewis, Chairman of the Board and Chief Executive Officer of CONE Midstream GP LLC (the “General Partner”), commented, “We look forward to continuing to work closely with and serve both of our Sponsors as they proceed with the development of their respective acreage positions.   The total acreage dedicated to CONE by the Sponsors remains unchanged, and we will continue to gather their production under the same economic terms.  We anticipate the changes brought about by the Exchange Agreement between CONSOL and Noble will be beneficial to CONE and all of our unitholders.  The Agreement allows each Sponsor to independently advance their own development programs in the Appalachian Basin and should foster continued throughput growth on CONE’s gathering systems.” As previously announced, CONE is scheduled to hold its third quarter earnings conference call on November 4, 2016, at 10:00am ET.  A webcast of the conference call will be available, on either a live or replay basis, through a link on our company website, www.conemidstream.com. CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc.(NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.  More information is available at our website www.conemidstream.com. This news release contains forward-looking statements within the meaning of the federal securities laws.  Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management.  Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, among others: the effects of changes in market prices of natural gas, NGLs and crude oil on our Sponsors’ drilling and development plans on our dedicated acreage and the volumes of natural gas and condensate that are produced on our dedicated acreage; changes in our Sponsors’ drilling and development plans in the Marcellus Shale and Utica Shale; our Sponsors’ ability to meet their drilling and development plans in the Marcellus Shale and Utica Shale; the demand for natural gas and condensate gathering services; changes in general economic conditions; competitive conditions in our industry; actions taken by third-party operators, gatherers, processors and transporters; our ability to successfully implement our business plan; and our ability to complete internal growth projects on time and on budget. You should not place undue reliance on our forward-looking statements.  Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.


CANONSBURG, Pa., Feb. 16, 2017 (GLOBE NEWSWIRE) -- CONE Midstream Partners LP (NYSE:CNNX) (“CONE Midstream” or the “Partnership”) today reported financial and operational results for the three months and the full year ending December 31, 2016.(1)  The Partnership also announced financial guidance for 2017. Highlights of fourth quarter 2016 results attributable to the Partnership as compared to the fourth quarter of 2015 include: Highlights of full year 2016 results attributable to the Partnership as compared to full year 2015 include: "Our fourth quarter capped another year of growth and strong financial and operating performance for CONE Midstream," said John T. Lewis, Chief Executive Officer of CONE Midstream GP LLC (the "General Partner").  "For the full year 2016, CNNX reported a 35% increase in net income, a 38% increase in net cash provided by operating activities, a 38% increase in Adjusted EBITDA over 2015 results, and distributable cash flow for the year grew by 36%.  Our cash distribution with respect to the fourth quarter of $0.2724 per unit represents a 15.3% increase over the distribution paid with respect to the fourth quarter of 2015. "In addition, the quarter saw two significant events for CONE," continued Mr. Lewis.  "We completed the acquisition of the remaining interest in the Anchor Systems, which will provide additional support for distribution growth for the future.  Also, our Sponsors announced and closed a transaction to separate their upstream joint venture, allowing each Sponsor to have more flexibility in the timing and pace of development." As previously announced, the Board of Directors of the General Partner declared a quarterly cash distribution of $0.2724 per unit with respect to the fourth quarter of 2016.  The distribution payment was made on February 14, 2017 to unitholders of record on February 6, 2017.  The distribution, which equates to an annual rate of $1.0896 per unit, represents an increase of 3.6% over the third quarter of 2016 and an increase of 15.3% over the distribution paid with respect to the fourth quarter of 2015. CONE Midstream's allocated fourth quarter 2016 share of investment in expansion projects was $4.8 million. Total expansion capital investment at the three development companies in which CONE Midstream holds controlling interests was $4.9 million.  CONE Midstream's respective share of maintenance capital expenditures for the three development companies for fourth quarter 2016 was $3.8 million.  Maintenance capital expenditures in the aggregate for the development companies in which CONE Midstream holds controlling interests totaled $5.3 million. As of December 31, 2016, CONE Midstream had outstanding borrowings of $167 million under its $250 million revolving credit facility. Based on current expectations, management is providing the following guidance for 2017. Full year 2017 Adjusted EBITDA(2) attributable to the Partnership is expected to be in the range of $128 to $138 million and full year distributable cash flow(2) attributable to the Partnership is expected to be in the range of $105 to $115 million. Management currently anticipates that 2017 capital expenditures attributable to the Partnership will be in the range of $65 to $75 million, of which approximately $17 to $18 million will be for maintenance capital. CONE Midstream’s financial guidance is based on numerous assumptions about future events and conditions and, therefore, could vary materially from actual results. These estimates, including capital expenditure plans, are meant to provide guidance only and are subject to revision for acquisitions or operating environment changes. Fourth Quarter and Full Year 2016 Financial and Operational Results Conference Call A conference call and webcast, during which management will discuss fourth quarter and full year 2016 financial and operational results and guidance for 2017, is scheduled for February 16, 2017 at 11:00 a.m. Eastern Time.  Prepared remarks by members of management will be followed by a question and answer period.  Interested parties may listen via webcast at http://services.choruscall.com/links/cnnx170216.html. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 412-902-0126) five to ten minutes prior to the scheduled start time (reference the CONE Midstream call).  An on-demand replay of the webcast will be also be available at http://services.choruscall.com/links/cnnx170216.html shortly after the conclusion of the conference call.  A telephonic replay will be available through March 2, 2017 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10099756. (1) Unless otherwise indicated, the reporting measures included in this news release reflect the unallocated total activity of the three development companies that have been jointly owned by the Partnership and CONE Gathering LLC (“CONE Gathering”) since completion of the Partnership’s initial public offering ("IPO") in September 2014.  Effective November 16, 2016, the Partnership acquired the remaining 25% controlling interest in the Anchor Systems, which brought its controlling interest in that system to 100%.  The Partnership's current financial interests in the development companies are: 100% in the Anchor Systems, 5% in the Growth Systems, and 5% in the Additional Systems.  Because the Partnership owns a controlling interest in each of the three development companies, it fully consolidates their financial results.  CONE Gathering is a midstream joint venture formed by CONSOL Energy Inc. and Noble Energy, Inc. that continues to own noncontrolling interests in two of the Partnership’s development companies. (2) Adjusted EBITDA, DCF and cash distribution coverage are not Generally Accepted Accounting Principles (“GAAP”) measures.  Definitions and reconciliations of these non-GAAP measures to their nearest comparable GAAP reporting measures appear in the financial tables which follow. CONE Midstream Partners is a master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream’s distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business.  Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.  Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors. This press release contains forward-looking statements within the meaning of the federal securities laws.  Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "will," "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. You should not place undue reliance on forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management.  You should not place undue reliance on forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, they involve known and unknown risks, uncertainties and other factors.  For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, including, among others, that our business plans may change as circumstances warrant, please refer to the "Risk Factors" and "Forward-Looking Statements" sections of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. CONE MIDSTREAM PARTNERS LP RECONCILIATION OF NET INCOME TO EBITDA AND DISTRIBUTABLE CASH FLOW (in thousands) (unaudited) We define EBITDA as net income (loss) before net interest expense, depreciation and amortization, and Adjusted EBITDA as EBITDA adjusted for non-cash items which should not be included in the calculation of distributable cash flow. EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: We believe that the presentation of EBITDA and Adjusted EBITDA provides information that is useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Adjusted EBITDA are net income and net cash provided by operating activities. EBITDA and Adjusted EBITDA should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.  EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA and Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies. We define distributable cash flow as Adjusted EBITDA less net income attributable to noncontrolling interest, net cash interest paid and maintenance capital expenditures. Distributable cash flow does not reflect changes in working capital balances. Distributable cash flow is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: We believe that the presentation of distributable cash flow in this release provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities. Distributable cash flow should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.  Distributable cash flow excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similarly titled measures of other companies. CONE MIDSTREAM PARTNERS LP RECONCILIATION OF NET INCOME AND NET CASH PROVIDED BY OPERATING ACTIVITIES TO ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW (in thousands) (unaudited) The following table presents a reconciliation of the non-GAAP measures Adjusted EBITDA and distributable cash flow with the most directly comparable GAAP financial measures of net income and net cash provided by operating activities. The following table presents a reconciliation of the non-GAAP measures Adjusted EBITDA and distributable cash flow by quarter and for the most recently completed twelve month period with the most directly comparable GAAP financial measures, which are net income and net cash provided by operating activities.


News Article | November 16, 2016
Site: globenewswire.com

CANONSBURG, Pa., Nov. 16, 2016 (GLOBE NEWSWIRE) -- CONE Midstream Partners LP (NYSE:CNNX) (the “Partnership”) today 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. (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. CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc.(NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia.  Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.  More information is available at our website www.conemidstream.com. This news release contains forward-looking statements within the meaning of the federal securities laws.  Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words  "project", "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements.  Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management.  Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, among others: the acquisition of an additional 25% interest in the Anchor Systems may not close as anticipated; the effects of changes in market prices of natural gas, NGLs and crude oil on our Sponsors’ drilling and development plans on our dedicated acreage and the volumes of natural gas and condensate that are produced on our dedicated acreage; changes in our Sponsors’ drilling and development plans in the Marcellus Shale and Utica Shale; our Sponsors’ ability to meet their drilling and development plans in the Marcellus Shale and Utica Shale; the demand for natural gas and condensate gathering services; changes in general economic conditions; competitive conditions in our industry; actions taken by third-party operators, gatherers, processors and transporters; our ability to successfully implement our business plan; and our ability to complete internal growth projects on time and on budget. You should not place undue reliance on our forward-looking statements.  Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors, including the factors described under “Risk Factors” and “Forward-Looking Statements” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.


Houston and Pittsburgh, Nov. 16, 2016 (GLOBE NEWSWIRE) -- Noble Energy, Inc. (NYSE: NBL) and CONSOL Energy Inc. (NYSE: CNX) (the “Sponsors”) announced today that CONE Gathering LLC, which is jointly owned by the Sponsors, has entered into a definitive agreement to contribute its remaining 25% ownership interest in CONE Midstream DevCo I LP (the “Anchor Systems”) to CONE Midstream Partners LP (NYSE: CNNX) for a total valuation of $248 million.  Upon closing, each Sponsor will receive $70 million in cash and approximately 2.6 million limited partnership units of CNNX.  The Anchor Systems include over 125 miles of pipelines and 650 million cubic feet per day of natural gas compression capacity, which gather and transport production from the Sponsors’ Marcellus natural gas assets.  The Anchor Systems represent a substantial majority of CNNX’s revenues and cash flows. The transaction represents the initial dropdown of assets from the Sponsors following CNNX’s IPO in late 2014.  As part of the transaction, the Conflicts Committee of the Board of Directors of CNNX consulted with an independent valuation expert who issued a fairness opinion to CNNX. Following closing of the transaction, which is anticipated by the end of 2016, CNNX will own 100% of the Anchor Systems.  CONE Gathering LLC continues to own 95% interests in each of the CONE Midstream DevCo II LP (the “Growth Systems”) and CONE Midstream DevCo III LP (the “Additional Systems”), with CNNX owning the remaining 5% in each.  NBL and CNX will each hold approximately 34.2% of the common and subordinated limited partnership units of CNNX. About CONSOL Energy CONSOL Energy Inc. (NYSE: CNX) is a Pittsburgh-based producer of natural gas and coal. The company is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. CONSOL Energy deploys an organic growth strategy focused on rapidly developing its resource base. As of December 31, 2015, CONSOL Energy had 5.6 trillion cubic feet equivalent of proved natural gas reserves. The company's premium coals are sold to electricity generators and steel makers, both domestically and internationally.  CONSOL Energy is a member of the Standard & Poor's Midcap 400 Index.  Additional information may be found at www.consolenergy.com. About Noble Energy Noble Energy (NYSE: NBL) is an independent oil and natural gas exploration and production company with a diversified high-quality portfolio of both U.S. unconventional and global offshore conventional assets spanning three continents.  Founded more than 80 years ago, the company is committed to safely and responsibly delivering our purpose: Energizing the World, Bettering People’s Lives®. For more information, visit www.nobleenergyinc.com. Cautionary Statements This press release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "will", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect CONSOL Energy's and Noble Energy's current views about future events. Such forward-looking statements include, but are not limited to, statements about CONSOL Energy's and Noble Energy's plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including business strategy and other plans and objectives for future operations.  No assurances can be given that the forward-looking statements contained in this press release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties are discussed in CONSOL Energy's and Noble Energy's most recent annual reports on Form 10-K, respectively, and in other CONSOL Energy and Noble Energy reports on file with the Securities and Exchange Commission.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither CONSOL Energy nor Noble Energy undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


News Article | November 16, 2016
Site: www.prnewswire.com

PITTSBURGH, Nov. 16, 2016 /PRNewswire/ -- CONSOL Energy Inc. (NYSE: CNX) today announced that it will host an Analyst and Investor Day in Pittsburgh, Pennsylvania on Tuesday, December 13, 2016. The Analyst and Investor Day, which is expected to last approximately three hours, will...

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