Southwestern Energy Company (NYSE: SWN) (the “Company” or
“Southwestern”) today announced that, in connection with the
anticipated acquisition of Indigo Natural Resources LLC (“Indigo”)
by Southwestern, Southwestern has commenced an offer to eligible
holders to exchange (the “Exchange Offer”) any and all outstanding
5.375% Senior Notes due 2029 issued by Indigo (the “Indigo Notes”)
for (1) up to $700,000,000 aggregate principal amount of new 5.375%
Senior Notes due 2029 issued by Southwestern and guaranteed by
certain subsidiaries of the Company (the “New Southwestern Notes”)
and (2) cash.
The following table sets forth the Exchange Consideration and
Total Exchange Consideration for the Indigo Notes:
Title of Series/CUSIP
Maturity Date
Aggregate Principal Amount
Outstanding
Exchange
Consideration(1)
Total Exchange
Consideration(2)
5.375% Senior Notes due
2029/45569LAC5
February 1, 2029
$700,000,000
$970 principal amount of New
Southwestern 5.375% Notes due 2029
$1,000 principal amount of New
Southwestern 5.375% Notes due 2029 and $5.00 in cash
(1)
For each $1,000 principal amount of Indigo
Notes validly tendered after the Early Tender Date (as defined
herein) but at or prior to the Expiration Date, not validly
withdrawn and accepted for exchange.
(2)
For each $1,000 principal amount of Indigo
Notes validly tendered at or prior to the Early Tender Date, not
validly withdrawn and accepted for exchange.
In conjunction with the Exchange Offer, Southwestern is
soliciting consents (the “Consent Solicitation”) to adopt certain
proposed amendments to the indenture governing the Indigo Notes to
eliminate substantially all of the restrictive covenants and events
of default.
The Exchange Offer and Consent Solicitation are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
August 2, 2021 (the “Offering Memorandum and Consent Solicitation
Statement”).
The Exchange Offer and Consent Solicitation are subject to the
consummation of the transactions contemplated by the Agreement and
Plan of Merger, dated as of June 1, 2021 (the “Merger Agreement”),
by and among Southwestern, Ikon Acquisition Company, LLC, a
Delaware limited liability company and wholly owned subsidiary of
Southwestern, Indigo and Ibis Unitholder Representative, LLC, a
Delaware limited liability company, on the terms, and subject to
the conditions, which Southwestern will acquire all of the
outstanding membership interests of Indigo (the “Indigo
Merger”).
The Exchange Offer and Consent Solicitation are subject to
certain additional conditions, although Southwestern may waive any
such condition at any time with respect to the Exchange Offer. Any
waiver of a condition by Southwestern with respect to the Exchange
Offer will automatically waive such condition with respect to the
Consent Solicitation. Any amendment of the terms of the Exchange
Offer by Southwestern will automatically amend such terms with
respect to the Consent Solicitation. Southwestern may complete the
Exchange Offer even if valid consents sufficient to effect the
Proposed Amendments are not received because Southwestern may waive
any such condition at any time with respect to the Exchange
Offer.
Southwestern may modify or terminate the Exchange Offer and/or
may extend the Early Tender Date (as defined herein), the
Expiration Date (as defined herein) and/or the settlement date with
respect to the Exchange Offer, subject to applicable law. Any such
modification, termination or extension will automatically modify,
terminate or extend the Consent Solicitation, as applicable.
Holders who validly tender and do not validly withdraw their
Indigo Notes at or prior to 5:00 p.m., New York City time, on
August 13, 2021, unless extended (the “Early Tender Date”), will be
eligible to receive, on the settlement date, the applicable Total
Exchange Consideration as set forth in the table above for all such
Indigo Notes that are accepted. Holders who validly tender their
Indigo Notes after the Early Tender Date but no later than 5:00
p.m., New York City time, on September 1, 2021, unless extended
(the “Expiration Date”), will be eligible to receive, on the
settlement date, the applicable Exchange Consideration as set forth
in the table above, for all such Indigo Notes that are accepted.
The settlement date will be promptly after the Expiration Date and
is expected to be within two business days after the Expiration
Date.
Documents relating to the Exchange Offer and Consent
Solicitation will be distributed only to eligible holders of Indigo
Notes who certify that they are either (a) “Qualified Institutional
Buyers” as that term is defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), or (b) persons that
are outside of the “United States” and that (i) are not “U.S.
Persons,” as those terms are defined in Rule 902 under the
Securities Act, (ii) in the case of persons located in the European
Economic Area or the United Kingdom, are not “Retail Investors”,
(iii) in the case of persons located in the United Kingdom, are
“Relevant Persons” and (iv) are not located in Canada, provided
that in Southwestern’s discretion, subject to the provision of
certain documentation, Southwestern may allow the participation of
certain Holders located in Canada. The complete terms and
conditions of the Exchange Offer and Consent Solicitation are
described in the Offering Memorandum and Consent Solicitation
Statement, a copy of which may be obtained by contacting Ipreo LLC,
the exchange agent and information agent in connection with the
Exchange Offer and Consent Solicitation, at (888) 593-9546 (U.S.
toll-free) or (212) 849-3880 (banks and brokers) or
Ipreo-ExchangeOffer@ihsmarkit.com.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offer and Consent Solicitation are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New Southwestern Notes have not been and, except as may be
required pursuant to a related registration rights agreement, will
not be registered under the Securities Act or any state securities
laws. Therefore, the New Southwestern Notes may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and any applicable state securities laws.
About Southwestern
Southwestern Energy Company (NYSE: SWN) is a leading U.S.
producer of natural gas and natural gas liquids focused on
responsibly developing large-scale energy assets in the nation’s
most prolific shale gas basins. SWN’s returns-driven strategy
strives to create sustainable value for its stakeholders by
leveraging its scale, financial strength and operational execution.
For additional information, please visit www.swn.com and
www.swn.com/responsibility.
Forward-Looking Statements
Certain statements and information in this news release may
constitute “forward-looking statements.” Forward-looking statements
relate to future events, including, but not limited to the Exchange
Offer and Consent Solicitation. The words “believe,” “expect,”
“anticipate,” “plan,” “predict,” “intend,” “seek,” “foresee,”
“should,” “would,” “could,” “attempt,” “appears,” “forecast,”
“outlook,” “estimate,” “project,” “potential,” “may,” “will,”
“likely,” “guidance,” “goal,” “model,” “target,” “budget” and other
similar expressions are intended to identify forward-looking
statements, which are generally not historical in nature.
Statements may be forward looking even in the absence of these
particular words. Where, in any forward-looking statement,
Southwestern Energy 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. Management cautions you that
the forward-looking statements contained herein are not guarantees
of future performance, and we cannot assure you that such
statements will be realized or that the events and circumstances
they describe will occur. Factors that could cause actual results
to differ materially from those anticipated or implied in the
forward-looking statements herein include, but are not limited to:
the timing and extent of changes in market conditions and prices
for natural gas, oil and natural gas liquids, including regional
basis differentials and the impact of reduced demand for our
production and products in which our production is a component due
to governmental and societal actions taken in response to COVID-19
or other public health crises and any related company or
governmental policies and actions to protect the health and safety
of individuals or governmental policies or actions to maintain the
functioning of national or global economies and markets; our
ability to fund our planned capital investments; a change in our
credit rating, an increase in interest rates and any adverse
impacts from the discontinuation of the London Interbank Offered
Rate; the extent to which lower commodity prices impact our ability
to service or refinance our existing debt; the impact of volatility
in the financial markets or other global economic factors;
difficulties in appropriately allocating capital and resources
among our strategic opportunities; the timing and extent of our
success in discovering, developing, producing and estimating
reserves; our ability to maintain leases that may expire if
production is not established or profitably maintained; our ability
to transport our production to the most favorable markets or at
all; the impact of government regulation, including changes in law,
the ability to obtain and maintain permits, any increase in
severance or similar taxes, and legislation or regulation relating
to hydraulic fracturing, climate and over-the-counter derivatives;
the impact of the adverse outcome of any material litigation
against us or judicial decisions that affect us or our industry
generally; the effects of weather; increased competition; the
financial impact of accounting regulations and critical accounting
policies; the comparative cost of alternative fuels; credit risk
relating to the risk of loss as a result of non-performance by our
counterparties; and any other factors listed in the reports we have
filed and may file with the Securities and Exchange Commission (the
“SEC”) that are incorporated by reference herein. All written and
oral forward-looking statements attributable to us are expressly
qualified in their entirety by this cautionary statement.
Additional Information about the Indigo Merger and Where to
Find It
This communication relates to the Indigo Merger, and may be
deemed to be solicitation material in respect of the issuance of
the stock consideration for the Indigo Merger. The issuance of the
stock consideration for the Indigo Merger will be submitted to the
shareholders of Southwestern for their approval. In connection with
Southwestern’s stockholder vote on the issuance of the stock
consideration for the Indigo Merger, Southwestern filed a proxy
statement on Schedule 14A with the SEC on July 20, 2021. This
communication is not a substitute for the proxy statement that
Southwestern filed with the SEC or any other documents that
Southwestern may file with the SEC or send to its stockholders in
connection with the issuance of the stock consideration for the
Indigo Merger. Southwestern mailed a definitive proxy statement to
its stockholders on our about July 22, 2021 in connection with
Southwestern’s solicitation of proxies for the special meeting of
Southwestern’s stockholders to be held to approve the issuance of
the stock consideration for the Indigo Merger. This presentation
does not contain all the information that should be considered
concerning the Indigo Merger, including relevant risk factors that
may be included in the proxy statement. It is not intended to
provide the basis for any investment decision or any other decision
in respect to the issuance of the stock consideration for the
Indigo Merger. Southwestern’s stockholders and other interested
persons are urged to read Southwestern’s proxy statement and any
other relevant documents that are filed or furnished or will be
filed or will be furnished with the SEC, as well as any amendments
or supplements to these documents, carefully and in their entirety
before making any voting or investment decision with respect to the
issuance of the stock consideration for the Indigo Merger, as these
materials will contain important information about the Indigo
Merger, related matters and the parties to the Indigo Merger. A
copy of the definitive proxy statement was sent to all stockholders
of record of Southwestern seeking the required stockholder
approvals. Investors and stockholders can obtain free copies of the
proxy statement and other documents filed with the SEC by
Southwestern through the web site maintained by the SEC at
www.sec.gov. In addition, investors and stockholders can obtain
free copies of the proxy statement from Southwestern by accessing
Southwestern’s website at https://www.swn.com.
This communication is for informational purposes only and is
neither an offer to sell or purchase, nor the solicitation of an
offer to buy or sell any securities, nor is it a solicitation of
any vote, consent, or approval in any jurisdiction pursuant to or
in connection with the Indigo Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210802005367/en/
Investor Contacts Brittany Raiford Director, Investor
Relations (832) 796-7906 brittany_raiford@swn.com
Bernadette Butler Investor Relations Advisor (832) 796-6079
bernadette_butler@swn.com
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