HOUSTON, June 29, 2016 /PRNewswire/ -- Southwestern
Energy Company ("Southwestern Energy") (NYSE: SWN) priced its
previously announced underwritten public offering of 86,000,000
shares of its common stock on June 29,
2016 (the "offering"). The offering was upsized from the
previously announced offering of 75,000,000 shares of Southwestern
Energy's common stock. Total gross proceeds of the offering (before
underwriter's discounts and commissions and estimated offering
expenses) will be approximately $1.1
billion. The underwriter intends to offer the shares from
time to time for sale in one or more transactions on the New York
Stock Exchange, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices. In addition, Southwestern Energy granted the
respective underwriters a 30-day option to purchase up to
12,900,000 additional shares of its common stock. The net proceeds
from the offering will be used to repay $375.0 million of the $750.0 million term loan Southwestern Energy
entered into in November 2015 under
the Amended and Restated Term Loan Credit Agreement with various
lenders and Bank of America, N.A., as administrative agent and
lender (the "2015 Term Loan"), and the remaining net proceeds of
the offering, together with cash on hand, to fund Southwestern
Energy's tender offers (the "Tender Offers") to purchase for cash,
subject to certain conditions, up to $750.0
million aggregate purchase price, excluding accrued
interest, of its 3.30% senior notes due 2018, 7.50% senior notes
due 2018 and 4.05% senior notes due 2020. If the Tender Offers are
not consummated, or the aggregate amount of securities tendered in
the Tender Offers and accepted for payment is less than the net
proceeds of the common stock offering dedicated for that purpose,
Southwestern Energy may use the remainder of those proceeds for
general corporate purposes, including the repayment of additional
indebtedness outstanding under the 2015 Term Loan, the completion
of wells already drilled or the funding of other capital projects.
The net proceeds from any exercise by the underwriters of their
option to purchase additional shares of common stock will be used
to fund a portion of the Tender Offers or for general corporate
purposes as described above. The closing of the offering, which is
expected to occur on July 5, 2016, is
subject to customary closing conditions.
Credit Suisse Securities (USA)
LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Mizuho
Securities USA Inc. are acting as
joint book-running managers for the offering.
The offering is being made under an effective automatic shelf
registration statement on Form S-3 (Registration No. 333-208074)
filed by Southwestern Energy with the Securities and Exchange
Commission ("SEC") and only by means of a prospectus supplement and
accompanying base prospectus. A preliminary prospectus supplement
has been filed with the SEC to which this communication relates.
Prospective investors should read the preliminary prospectus
supplement and the accompanying base prospectus included in the
registration statement and other documents Southwestern Energy has
filed with the SEC for more complete information about Southwestern
Energy and the offering. These documents are available at no charge
by visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, a copy of the prospectus supplement and
accompanying base prospectus relating to these securities may be
obtained, when available, from:
Credit Suisse Securities (USA),
LLC
Attn: Prospectus Department
One Madison Avenue
New York, NY 10010
Phone: (800) 221-1037
Email: newyork.prospectus@credit-suisse.com
BofA Merrill Lynch
Attention: Prospectus Department
222 Broadway, 7th Floor
New York, NY 10038
Email: dg.prospectus_requests@baml.com
Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
prospectus@citi.com
Toll-Free: (800) 831-9146
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone number 866-803-9204
Mizuho Securities USA Inc.
320 Park Avenue, 12th Floor
New York, NY 10022-6815
Attn: Equity Capital Markets
(212) 205-7600
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities, in any state or jurisdiction in
which such offer, solicitation or sale of these securities would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. This press
release is not an offer to purchase or the solicitation of an offer
to sell any notes. The Tender Offers will be made subject to
the terms of an 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
Southwestern Energy 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.
This news release contains forward-looking statements.
Forward-looking statements relate to future events, including, but
not limited to, anticipated results of operations, business
strategies, other aspects of Southwestern Energy's operations or
operating results, the proposed offering and the use of proceeds of
the offering. 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
the company's 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 the company's
business generally as set forth in the company's filings with the
SEC. 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