HOUSTON, Sept. 11, 2017 /PRNewswire/ -- Southwestern
Energy Company (NYSE: SWN) (the "Company") today announced that it
has commenced offers to purchase for cash (collectively, the
"Tender Offers" and each a "Tender Offer") its outstanding senior
notes listed in the table below, upon the terms and conditions
described in the Company's Offer to Purchase dated September 11, 2017 (the "Offer to Purchase").
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|
Aggregate Principal Amount
Outstanding
(U.S. $)
|
|
|
Dollars per U.S.
$1,000 Principal Amount of Notes
|
Title of
Notes
|
CUSIP
Number
|
Maximum
Sub-Cap (U.S.
$)
|
Acceptance
Priority Level
|
Tender Offer
Consideration
(U.S. $)
|
Early Tender
Premium
(U.S. $)
|
Total
Consideration(1)(2) (U.S. $)
|
Any and All Tender
Offer Notes:
|
|
|
|
|
|
|
|
4.05% Senior Notes
due 2020(3)
|
845467AK5
|
$850,000,000
|
N/A
|
N/A
|
$1,020.00
|
$50.00
|
$1,070.00
|
|
|
|
|
|
|
|
|
Maximum Tender
Offer Notes:
|
|
|
|
|
|
|
|
4.10% Senior Notes
due 2022
|
845467AF6; 845867AH2;
U84517AB4
|
$1,000,000,000
|
$100,000,000(4)
|
1
|
$910.00
|
$50.00
|
$960.00
|
4.95% Senior Notes
due 2025(3)
|
845467AL3
|
$1,000,000,000
|
$100,000,000(4)
|
2
|
$955.00
|
$50.00
|
$1,005.00
|
|
________________
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(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.
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(3)
|
In February and June
2016, Moody's and S&P downgraded certain senior notes of the
Company, increasing the interest rates by 175 basis points
effective July 2016. As a result of downgrades, the interest rate
increased to 5.80% for the 2020 Notes and to 6.70% for the 2025
Notes.
|
(4)
|
The Maximum Aggregate
Purchase Price, excluding Accrued Interest, for the Maximum Tender
Offer Notes (subject to increase by the Company) will be the
Threshold Amount ($800 million) less the aggregate purchase price
paid for the 2020 Notes accepted for purchase in the Any and All
Tender Offer, excluding Accrued Interest.
|
Specifically, the Company is offering to purchase any and all
4.05% senior notes due 2020 (the "2020 Notes") and up to an amount
subject to the respective Sub-Caps and priorities (as described
below), excluding accrued interest, equal to $800 million (subject to increase by the Company,
the "Threshold Amount") less the aggregate purchase price paid for
the 2020 Notes accepted for purchase, excluding accrued interest
(as it may be increased by the Company, the "Maximum Aggregate
Purchase Price") of the 4.10% senior notes due 2022 (the "2022
Notes) and 4.95% senior notes due 2025 (the "2025 Notes" and,
together with the 2022 Notes, the "Maximum Tender Offer Notes, and
collectively with the 2020 Notes and 2022 Notes, the "Notes"). The
Tender Offer for the 2020 Notes is referred to herein as the "Any
and All Tender Offer" and the Tender Offers for the Maximum Tender
Offer Notes are referred to as the "Maximum Tender Offers".
The Company intends to purchase any and all 2020 Notes validly
tendered and not validly withdrawn. Subject to the Maximum
Aggregate Purchase Price and/or the Sub-Caps (as defined below,
subject to increase by the Company), the amount of a series of
Maximum Tender Offer Notes that is purchased in the Maximum Tender
Offers on the applicable settlement date will be based on the order
of priority (the "Acceptance Priority Level") for such series of
Maximum Tender Offer Notes set forth in the table above, subject to
the proration arrangements applicable to the Maximum Tender Offers.
Subject to the Maximum Aggregate Purchase Price, the maximum
aggregate purchase price (subject to increase by the Company, the
"2022 Notes Sub-Cap") of the 2022 Notes to be paid by the Company
will also be limited to $100 million
and the maximum aggregate purchase price (subject to increase by
the Company, the "2025 Notes Sub-Cap" and together with the 2022
Notes Sub-Cap, the "Sub-Caps") to paid by the Company for the 2025
Notes will also be limited to $100
million.
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on
October 6, 2017, unless extended or
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 (with respect to each series of Notes, the
"Tender Offer Consideration"). Holders of Notes that are validly
tendered prior to 5:00 p.m.,
New York City time, on
September 22, 2017 (subject to
extension, the "early tender time") and accepted for purchase
pursuant to the applicable Tender Offer will receive the total
consideration that includes the early tender premium for such
series of Notes set forth in the table above (the "Early Tender
Premium" and, together with the applicable Tender Offer
Consideration, the "Total Consideration"). Holders of Notes
tendering their Notes after the early tender time 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 2020 Notes may be withdrawn from the Tender Offers
prior to 5:00 p.m., New York City time, on September 22, 2017, unless extended by the
Company. Holders of Notes who tender their Notes after the
applicable 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 Maximum
Aggregate Purchase Price, the Threshold Amount or the Sub-Caps at
any time, subject to applicable law. If the Company increases the
Maximum Aggregate Purchase Price, the Threshold Amounts or the
Sub-Caps, it does not expect to extend the withdrawal deadlines,
subject to applicable law.
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 2020 Notes validly tendered prior
to the early tender time. The early settlement date will be limited
to 2020 Notes tendered prior to the early tender time, will be
determined at the Company's option and is currently expected to
occur on September 25, 2017, subject
to all conditions to the Any and All Tender Offer having been
either satisfied or waived by the Company as of the early
settlement date. The Company will purchase any remaining 2020 Notes
and, subject to the Maximum Aggregate Purchase Price, the Threshold
Amount, the Sub-Caps and proration, and 2022 Notes and 2025 Notes
that have been validly tendered and accepted in the applicable
Tender Offer prior to the expiration date promptly following the
expiration date. The final settlement date is expected to occur on
October 10, 2017, the first business
day following the expiration date.
If an aggregate principal amount of 2020 Notes validly tendered
prior to or subsequent to the early tender time such that the
aggregate purchase price for such Notes equals or exceeds the
Threshold Amount, holders who validly tender 2022 Notes or 2025
Notes will not have any of their Notes accepted for purchase.
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 applicable Sub-Cap.
As part of the Tender Offers, prior to the early tender time,
the Company is also soliciting consents (the "Consent
Solicitation") from the holders of the 2020 Notes for certain
proposed amendments that would, among other things, amend certain
restrictive covenants contained in the indenture governing the 2020
Notes (the "Proposed Amendments"). Adoption of the Proposed
Amendments with respect to the 2020 Notes requires the consent of
the holders of at least a majority of the outstanding principal
amount of the 2020 Notes. Each holder tendering 2020 Notes
prior to the early tender time will be deemed to have consented to
the Proposed Amendments and holders of 2020 Notes may not deliver
consents to the Proposed Amendments without tendering their 2020
Notes. If the Proposed Amendments become operative with respect to
the 2020 Notes, Holders of the 2020 Notes that do not tender their
2020 Notes prior to the expiration date, or at all, will be bound
by the Proposed Amendments, meaning that the 2020 Notes will no
longer have the benefit of the existing terms of certain covenants
contained in the Indenture. In addition, such Holders will not
receive either the Tender Offer Consideration or the Early Tender
Premium.
The Tender Offers are not conditioned upon the tender of any
minimum principal amount of Notes of any series nor on the delivery
of a number of consents required to amend the indenture with
respect to the 2020 Notes. However, the Tender Offers and Consent
Solicitation 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 senior
notes (the "notes offering") resulting in gross proceeds of at
least $1.15 billion 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 notes 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 Maximum Aggregate Purchase Price, the Company may
use the remaining amount of proceeds from the notes offering
originally dedicated to the Tender Offers to repay or retire other
outstanding debt.
J.P. Morgan Securities LLC is the Dealer Manager in the Tender
Offers and Consent Solicitation. D.F.
King & Co., Inc. has been retained to serve as the
Tender Agent and Information Agent for the Tender Offers and
Consent Solicitation. Persons with questions regarding the Tender
Offers and Consent Solicitation should contact J.P. Morgan
Securities LLC at (toll free) (866) 834-4666 or (collect) (212)
834-8553. Requests for the Offer to Purchase should be directed to
D.F. King & Co., Inc. at (toll
free) (866) 406-2283 or by email to swn@dfking.com.
None of the Company, the dealer manager, the Tender Agent and
Information Agent, the trustees under the indentures governing the
Notes or any of their respective affiliates is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offers and Consent Solicitation. Holders
must make their own decision as to whether to participate in the
Tender Offers and Consent Solicitation, and, if so, the principal
amount of Notes to tender.
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.
Forward-Looking Statements
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