HOUSTON, June 29, 2016 /PRNewswire/ -- Southwestern
Energy Company (NYSE: SWN) (the "Company") today announced that it
has launched offers to purchase for cash (collectively, the "Tender
Offers" and each a "Tender Offer") its outstanding senior notes
listed in the table below (collectively, the "Notes"), upon the
terms and conditions described in the Company's Offer to Purchase
dated June 29, 2016 (the "Offer to
Purchase").
|
|
Aggregate
Principal
Amount Outstanding (U.S. $)
|
|
|
Dollars per U.S.
$1,000 Principal
Amount of Notes
|
Title of
Notes
|
CUSIP
Number
|
Sub-Cap
(U.S. $)
|
Acceptance
Priority Level
|
Tender Offer
Consideration(1) (U.S. $)
|
Early Tender
Premium (U.S. $)
|
Total
Consideration(1)(2) (U.S. $)
|
3.30% Senior Notes
due 2018
|
845467AJ8
|
$350,000,000
|
N/A
|
1
|
996.25
|
$30
|
$1,026.25
|
7.50% Senior Notes
due 2018
|
845467AE9
|
$600,000,000
|
N/A
|
2
|
1033.75
|
$30
|
$1,063.75
|
4.05% Senior Notes
due 2020
|
845467AK5
|
$850,000,000
|
$50,000,000
|
3
|
945.00
|
$30
|
$975.00
|
|
|
|
|
|
|
|
|
(1) Does not
include accrued interest, which will also be payable to but not
including the applicable settlement date.
|
(2) Includes the Early Tender
Premium.
|
Specifically, the Company is offering to purchase an aggregate
principal amount of Notes that will not result in an aggregate
amount that all holders of the Notes are entitled to receive in the
Tender Offers, excluding accrued and unpaid interest, that exceeds
$750,000,000 (such purchase price,
the "Aggregate Maximum Purchase Price").
Subject to the Aggregate Maximum Purchase Price, the amount of a
series of Notes that is purchased in the Tender Offers on any
settlement date will be based on the order of priority set forth in
the above table (with 1 being the highest Acceptance Priority Level
and 3 being the lowest Acceptance Priority Level), subject to the
proration arrangements applicable to the Tender Offers. In
addition, no more than $50.0 million
of the Company's 4.05% senior notes due 2020 (the "4.05% 2020
Notes") will be purchased in the Tender Offers (subject to increase
by the Company, the "Sub-Cap").
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on
July 27, 2016, unless extended or
earlier terminated by the Company (the "expiration date"). No
tenders submitted after the expiration date will be valid. Subject
to the terms and conditions of the Tender Offers, the consideration
for each $1,000 principal amount of
the Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will be the applicable Tender Offer Consideration
set forth in the above table. Holders of Notes that are validly
tendered prior to 5:00 p.m.,
New York City time, on
July 13, 2016 (subject to extension,
the "early tender date") and accepted for purchase pursuant to the
applicable Tender Offer will receive the applicable Total
Consideration set forth in the above table, which includes the
applicable Tender Offer Consideration plus the applicable Early
Tender Premium. Holders of Notes tendering their Notes after the
early tender date will not be eligible to receive the Early Tender
Premium. All Notes validly tendered and accepted for purchase
pursuant to the Tender Offers will also receive accrued and unpaid
interest on such Notes from the last interest payment date with
respect to those Notes to, but not including, the applicable
settlement date.
Tendered Notes may be withdrawn from the Tender Offers prior to
5:00 p.m., New York City time, on July 13, 2016, unless extended by the Company
(the "withdrawal deadline"). Holders of Notes who tender their
Notes after the withdrawal deadline, but prior to the expiration
date, may not withdraw their tendered Notes. The Company reserves
the right, but is under no obligation, to increase the Aggregate
Maximum Purchase Price or the Sub-Cap at any time, subject to
applicable law. If the Company increases the Aggregate Maximum
Purchase Price or the Sub-Cap, it does not expect to extend the
withdrawal deadline, subject to applicable law.
The Company reserves the right, but is under no obligation, at
any point following the early tender date and before the expiration
date, to accept for purchase any Notes validly tendered prior to
the early tender date. The early settlement date will be determined
at the Company's option and is currently expected to occur on
July 14, 2016, subject to all
conditions to the Tender Offers having been either satisfied or
waived by the Company as of the early settlement date. The Company
will purchase any remaining Notes that have been validly tendered
and accepted in the Tender Offers prior to the expiration date
promptly following the expiration date. The final settlement date
is expected to occur on July 28,
2016, the first business day following the expiration
date.
Subject to the Aggregate Maximum Purchase Price, the Sub-Cap and
proration, the Company will accept Notes for purchase in the Tender
Offers in the following order:
(i) with respect to Notes validly
tendered prior to the early tender date, all Notes having a higher
Acceptance Priority Level will be accepted before any Notes validly
tendered prior to the early tender date having a lower Acceptance
Priority Level are accepted in the Tender Offers; and
(ii) with respect to Notes validly
tendered after the early tender date, all Notes having a higher
Acceptance Priority Level will be accepted before any Notes validly
tendered after the early tender date having a lower Acceptance
Priority Level are accepted in the Tender Offers.
If an aggregate principal amount of Notes is validly tendered by
the early tender date such that the aggregate purchase price for
such Notes equals or exceeds the Aggregate Maximum Purchase Price,
holders who validly tender Notes after the early tender date will
not have any of their Notes accepted for purchase. Notes validly
tendered prior to the early tender date will be accepted for
purchase in priority to Notes validly tendered after the early
tender date, even if Notes validly tendered after the early tender
date have a higher Acceptance Priority Level than Notes validly
tendered prior to the early tender date. Acceptance for tenders of
Notes of a series may be subject to proration if the aggregate
principal amount of such series of Notes validly tendered would
result in an aggregate purchase price that exceeds the Aggregate
Maximum Purchase Price. Acceptance for tenders of the 4.05% 2020
Notes may be subject to proration if the aggregate principal amount
of the 4.05% 2020 Notes validly tendered and not validly withdrawn
is greater than the Sub-Cap.
The Tender Offers are not conditioned upon the tender of any
minimum principal amount of Notes of any series. However, the
Tender Offers are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including the Company's concurrently announced
offering of shares of its common stock (the "equity offering")
resulting in net proceeds of at least $900,000,000 to the Company.
The Company intends to fund the Tender Offers, including accrued
and unpaid interest and fees and expenses payable in connection
with the Tender Offers, with proceeds from the equity offering and
cash on hand.
The purpose of the Tender Offers is to retire debt. If the
Tender Offers are not consummated, or if the amount of Notes
accepted for purchase in the Tender Offers results in the payment
of less than the Aggregate Maximum Purchase Price, the Company may
use the remaining amount of proceeds from the equity offering
originally dedicated to the Tender Offers to repay or retire other
outstanding indebtedness.
Credit Suisse Securities (USA)
LLC ("Credit Suisse") and Mitsubishi UFJ Securities (USA), Inc. ("MUFG") are the Lead Dealer
Managers in the Tender Offers. D.F.
King & Co., Inc. ("D.F.
King") has been retained to serve as both the Tender Agent
and Information Agent for the Tender Offers. Persons with questions
regarding the Tender Offers should contact Credit Suisse at (toll
free) (800) 820-1653 or (collect) (212) 538-2147 or MUFG at (toll
free) (877) 744-4532 or (collect) (212) 405-7481. Requests for the
Offer to Purchase should be directed to D.F. King at (toll free) (866) 406-2283 or
(collect) (212) 269-5550 or SWN@dfking.com.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law. In any jurisdiction in which the Tender Offers are
required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of the Company by the
Dealer Managers, or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Southwestern Energy Company is an independent energy company
whose wholly owned subsidiaries are engaged in natural gas and oil
exploration, development and production, natural gas gathering and
marketing. Additional information on the company can be found on
the Internet at http://www.swn.com.
This news release contains forward-looking statements.
Forward-looking statements relate to future events and anticipated
results of operations, business strategies, and other aspects of
our operations or operating results. In many cases you can identify
forward-looking statements by terminology such as "anticipate,"
"intend," "plan," "project," "estimate," "continue," "potential,"
"should," "could," "may," "will," "objective," "guidance,"
"outlook," "effort," "expect," "believe," "predict," "budget,"
"projection," "goal," "forecast," "target" or similar words.
Statements may be forward looking even in the absence of these
particular words. Where, in any forward-looking statement, the
company expresses an expectation or belief as to future results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, there can be no assurance that
such expectation or belief will result or be achieved. The actual
results of operations can and will be affected by a variety of
risks and other matters including, but not limited to, changes in
commodity prices; changes in expected levels of natural gas and oil
reserves or production; operating hazards, drilling risks,
unsuccessful exploratory activities; limited access to capital or
significantly higher cost of capital related to illiquidity or
uncertainty in the domestic or international financial markets;
international monetary conditions; unexpected cost increases;
potential liability for remedial actions under existing or future
environmental regulations; potential liability resulting from
pending or future litigation; and general domestic and
international economic and political conditions; as well as changes
in tax, environmental and other laws applicable to our business.
Other factors that could cause actual results to differ materially
from those described in the forward-looking statements include
other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with
the Securities and Exchange Commission. Unless legally required,
Southwestern Energy Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE Southwestern Energy Company