HOUSTON, Sept. 11, 2017 /PRNewswire/ -- Southwestern
Energy Company (NYSE: SWN) (the "Company") today announced the
pricing of its public offering (the "Offering") of $1.15 billion aggregate principal amount of
senior notes, consisting of a $650
million series of 7.500% senior, unsecured notes due 2026
(the "2026 Notes") and a $500 million
series of 7.750% senior, unsecured notes due 2027 (the "2027 Notes"
and, together with the 2026 Notes, the "Notes"). The Notes will be
sold to the public at a price of 100.000% of their face value for
the 2026 Notes and 100.000% of their face value for the 2027
Notes. The expected settlement date for the Offering is
September 25, 2017, subject to the
satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the Offering of
approximately $1,133,000,000 after
deducting the underwriting discounts and estimated offering
expenses. The Company intends to use approximately $327 million of the net proceeds from the
Offering to repay in full and terminate its 2015 Amended and
Restated Term Loan with various lenders and Bank of America, N.A.,
as administrative agent and lender, and the remaining net proceeds
of this Offering, together with cash on hand, to fund the
previously announced tender offers to purchase for cash, subject to
certain conditions, (i) any and all of the Company's 4.05% Senior
Notes due 2020 (the "2020 Notes") and (ii) subject to certain
limits, up to $100 million of each of
the Company's 4.10% Senior Notes due 2022 and 4.95% Senior Notes
due 2025 subject to the applicable priority levels and caps
(collectively, the "Tender Offers"). If the Tender Offers are not
consummated, or the aggregate amount of securities tendered in the
Tender Offers and accepted for payment is less than the net
proceeds of the Offering dedicated for that purpose, the Company
will use the remainder of the net proceeds for other repayments of
indebtedness, subject to the terms of the Company's credit
facilities.
J.P. Morgan Securites LLC; Citigroup Global Markets Inc.; MUFG
Securities Americas Inc.; BofA Merrill Lynch; Credit Agricole
Securities (USA) Inc.; Mizuho
Securities USA LLC; RBC Capital
Markets, LLC and Wells Fargo Securities, LLC are acting as joint
book-running managers for the Offering. The Offering is being made
under an automatic shelf registration statement on Form S-3
(Registration No. 333-208074) filed by the Company with the
Securities and Exchange Commission ("SEC") and only by means of a
prospectus supplement and accompanying prospectus. A prospectus
supplement will be filed with the SEC to which this communication
relates. Prospective investors should read the prospectus
supplement and the accompanying prospectus included in the
registration statement and other documents the Company has filed
with the SEC for more complete information about the Company and
the Offering. These documents are available at no charge by
visiting EDGAR on the SEC website at http://www.sec.gov. When
available, copies of the preliminary prospectus supplement, the
prospectus supplement and the accompanying base prospectus related
to the Offering may be obtained from the following firm at the
address set forth below:
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11711
1-866-803-9204
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, nor
shall there be any sale of, or any solicitation of an offer to buy,
these securities in any state or jurisdiction in which such offer,
solicitation or sale of these securities would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The securities are being offered by means of
a prospectus supplement and accompanying prospectus and only to
such persons and in such jurisdictions as is permitted under
applicable law. The Tender Offers are made subject to the terms of
an 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 are deemed to be made on behalf of the Company by the
dealer manager 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.
Forward-Looking Statements
This news release includes forward-looking statements as defined
under federal law, including those related to the Offering, the
proposed use of proceeds and expected settlement date. There can be
no assurance that such expectation or belief will result or be
achieved. The Company's future actions and results 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 the
Company's 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 the Company's business generally as
set forth in its filings with the SEC. Unless legally required, the
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