HOUSTON, July 20, 2016 /PRNewswire/ -- Southwestern Energy
Company (NYSE: SWN) (the "Company") today announced early results
of the previously announced cash tender offers (the "Tender
Offers") to purchase 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").
According to information received from D.F. King & Co., Inc. ("D.F. King"), the Tender Agent and Information
Agent for the Tender Offers, as of 5:00
p.m., New York City time,
on July 19, 2016 (that date and time,
the "Early Tender Time"), the Company had received valid tenders
from holders of the Notes as outlined in the table below.
Title of
Security
|
CUSIP
Number
|
Aggregate
Principal Amount Outstanding (U.S. $)
|
Principal
Amount Tendered
(U.S. $)
|
Principal Amount
Accepted
(U.S. $)
|
Acceptance Priority
Level
|
Total Consideration
per U.S. $1,000 Principal Amount of Notes (1)
|
3.30% Senior Notes
due 2018
|
845467AJ8
|
$350,000,000
|
$312,009,000
|
$312,009,000
|
1
|
$1,050.00
|
7.50% Senior Notes
due 2018
|
845467AE9
|
$600,000,000
|
$484,032,000
|
$388,405,000
|
2
|
$1,087.50
|
4.05% Senior Notes
due 2020
|
845467AK5
|
$850,000,000
|
$262,092,000
|
None
|
3
|
$1,000.00
|
______________________________________
|
(1) Includes the
Early Tender Premium (as defined below) but excludes accrued and
unpaid interest.
|
Subject to the satisfaction or waiver of all remaining
conditions to the Tender Offers described in the Company's Offer to
Purchase, dated June 29, 2016 (as
amended on July 14, 2016 and
July 15, 2016, the "Offer to
Purchase") having been either satisfied or waived by the Company,
the Company intends to accept for purchase all of the 3.30% Senior
Notes due 2018 (the "3.30% 2018 Notes") and a prorated amount of
the 7.50% Senior Notes due 2018 (the "7.50% 2018 Notes" and,
together with the 3.30% 2018 Notes, the "2018 Notes") validly
tendered (and not validly withdrawn) before the Early Tender Time,
such that the aggregate purchase price for the 2018 Notes equals
the Aggregate Maximum Purchase Price. These Notes will be
purchased on the "Early Settlement Date," which is currently
expected to occur on the date hereof.
Because the Tender Offers have been fully subscribed as of the
Early Tender Time, holders who tender Notes after the Early Tender
Time will not have any of their Notes accepted for purchase. Any
Notes tendered after the Early Tender Time, together with certain
of the 7.50% 2018 Notes and all of the 4.05% Senior Notes due 2020
tendered prior to the Early Tender Time, will be returned to the
holders as described in the Offer to Purchase.
Payments for 2018 Notes purchased will include accrued and
unpaid interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable Settlement Date (as such term is defined
in the Offer to Purchase). Holders of 2018 Notes that were validly
tendered (and not validly withdrawn) prior to the Early Tender Time
and accepted for purchase pursuant to the Tender Offers will
receive the applicable Total Consideration (as set forth in the
table above) for such series, which includes the early tender
premium of $30.00 for each series of
Notes as set forth in the Offer to Purchase.
As previously announced, the financing condition to which the
Tender Offers were subject has been satisfied. The Tender Offers
are subject to the remaining conditions described in the Offer to
Purchase. Full details of the terms and conditions of the Tender
Offers are set forth in the Offer to Purchase, which is available
from D.F. King.
Credit Suisse Securities (USA)
LLC ("Credit Suisse") and Mitsubishi UFJ Securities (USA), Inc. ("MUFG") are the Lead Dealer
Managers in the 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 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