HOUSTON, July 15, 2016 /PRNewswire/ -- Southwestern Energy
Company (NYSE: SWN) (the "Company") today announced additional
amendments with respect to its previously announced cash tender
offers to purchase (as amended, the "Amended Tender Offers") its
outstanding senior notes listed in the table below (collectively,
the "Notes") for a maximum aggregate purchase price (excluding
accrued interest) of up to $750.0
million (the "Aggregate Maximum Purchase Price").
The amendments provide for:
- an increase in the consideration offered per $1,000 principal amount of the Notes as shown in
the table below (as increased, with respect to each series of
Notes, the "Amended Tender Offer Consideration" or the "Amended
Total Consideration");
- an extension of the period during which validly tendered (and
not validly withdrawn) Notes are eligible to receive the Early
Tender Premium as shown in the table below from 5:00 p.m., New York
City time, on July 15, 2016 to
5:00 p.m., New York City time, on July 19, 2016 (such date and time, as it may be
further extended, the "Early Tender Time"); and
- an extension of the expiration date of the Amended Tender
Offers from 12:00 midnight, New York
City time, at the end of the day on July 27, 2016 to 12:00 midnight, New York City time, at the end of the day on
August 2, 2016 (such date and time,
as it may be further extended, the "Expiration Date").
This announcement amends the Company's Offer to Purchase, dated
June 29, 2016 (the "Offer to
Purchase"). Other than the amendments described above, all
terms and conditions in the Offer to Purchase remain
unchanged.
|
|
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
|
Aggregate
Principal
Amount
Tendered as of
July 14, 2016
(U.S.
$)
|
Amended Tender
Offer
Consideration (1)
(U.S. $)
|
Early Tender
Premium (U.S. $)
|
Amended Total
Consideration(1)(2)
(U.S. $)
|
3.30% Senior Notes
due 2018
|
845467AJ8
|
$350,000,000
|
N/A
|
1
|
$84,032,000
|
$1,020.00
|
$30
|
$1,050.00
|
7.50% Senior Notes
due 2018
|
845467AE9
|
$600,000,000
|
N/A
|
2
|
$173,433,000
|
$1,057.50
|
$30
|
$1,087.50
|
4.05% Senior Notes
due 2020
|
845467AK5
|
$850,000,000
|
$50,000,000
|
3
|
$9,298,000
|
$970.00
|
$30
|
$1,000.00
|
|
|
(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.
|
The Company reserves the right, but is under no obligation, at
any point following the Early Tender Time and before the Expiration
Date, to accept for purchase any Notes validly tendered and not
validly withdrawn prior to the Early Tender Time. The early
settlement date will be determined at the Company's option and is
currently expected to occur on July 20,
2016, subject to all conditions to the Amended Tender Offers
having been either satisfied or waived by the Company as of the
early settlement date.
Credit Suisse Securities (USA)
LLC ("Credit Suisse") and Mitsubishi UFJ Securities (USA), Inc. ("MUFG") are the Lead Dealer
Managers in the Amended 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 Amended Tender Offers. Persons with
questions regarding the Amended 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 and the amendments thereto
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 Amended Tender Offers are being made only pursuant to the Offer
to Purchase, as amended, and only in such jurisdictions as is
permitted under applicable law. In any jurisdiction in which the
Amended Tender Offers are required to be made by a licensed broker
or dealer, the Amended 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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visit:http://www.prnewswire.com/news-releases/southwestern-energy-further-amends-tender-offers-300299237.html
SOURCE Southwestern Energy Company