Southwestern Energy Company (NYSE: SWN) (the “Company”) today
announced an increase in the Maximum Aggregate Principal Amount (as
defined below) of its previously announced offer to purchase for
cash up to the Maximum Principal Amount of the Company’s 4.95%
Senior Notes due 2025 (the “2025 Notes”), subject to the terms and
conditions described in the Company’s Offer to Purchase dated
August 16, 2021 (the “Offer to Purchase”). The Maximum Aggregate
Principal Amount has been increased from $25,000,000 to
$167,000,000. The terms of the previously announced Tender Offer
for any and all of the Company’s 7.50% Senior Notes due 2026 and
the related Consent Solicitation, each as described in the Offer to
Purchase, are unchanged.
Aggregate Principal Amount
Outstanding (U.S. $)
Dollars per U.S. $1,000
Principal Amount of Notes
Title of Notes
CUSIP Number/ISIN
Tender Offer Consideration(1)
(U.S. $)
Early Tender Premium (U.S.
$)
Total Consideration(1,2) (U.S.
$)
7.50% Senior Notes due 2026
845467AM1
$617,622,000
$1,030
$30
$1,060
4.95% Senior Notes due 2025(3,4)
845467AL3
$856,454,000
$1,065
$30
$1,095
________________
(1)
Does not include accrued interest, which
will also be payable as provided herein.
(2)
Includes the Early Tender Premium.
(3)
On April 7, 2020, S&P downgraded the
Company’s bond rating to BB-, which had the effect of increasing
the interest rate on the 2025 Notes to 6.45% following the July 23,
2020 interest payment date. The first coupon payment to the holders
of the 2025 Notes at the higher interest rate was paid in January
2021.
(4)
The Maximum Aggregate Principal Amount for
the 2025 Notes will be $167,000,000, excluding accrued
interest.
Acceptance of tenders (if any) of the 2025 Notes will be subject
to proration if the aggregate principal amount, for all such 2025
Notes validly tendered (and not validly withdrawn) is greater than
the Maximum Aggregate Principal Amount.
Citigroup Global Markets Inc. and BofA Securities, Inc. are the
Lead Dealer Managers and Lead Solicitation Agents in the Tender
Offers (as defined in the Offer to Purchase) and the related
consent solicitation and Credit Agricole Securities (USA) Inc.,
MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells
Fargo Securities, LLC are Co-Dealer Managers and Co-Solicitation
Agents in the Tender Offers and the related consent solicitation.
Global Bondholder Services Corporation has been retained to serve
as the Tender and Information Agent for the Tender Offers and the
related consent solicitation. Persons with questions regarding the
Tender Offers and the related consent solicitation should contact
Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or
(collect) (212) 723-6106 and BofA Securities, Inc. at (collect)
(980) 388-3646. Requests for the Offer to Purchase should be
directed to Global Bondholder Services Corporation at (toll free)
(866) 807-2200 or by email to contact@gbsc-usa.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 and the related consent solicitation 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 (as defined in
the Offer to Purchase), or one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
About Southwestern Energy
Southwestern Energy Company 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.
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 Tender
Offers and the related 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 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. 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210816005736/en/
Investor Contact 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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