Southwestern Energy Prices Offering of 55,000,000 Shares of Common Stock
August 13 2020 - 10:05PM
Business Wire
Southwestern Energy Company (“Southwestern Energy”) (NYSE: SWN)
priced its previously announced underwritten public offering of
55,000,000 shares of its common stock (the “offering”) at a price
to the public of $2.50 per share, before underwriting discounts and
commissions. The total gross proceeds of the offering (before
underwriter's discounts and commissions and estimated offering
expenses) are expected to be approximately $137.5 million. In
addition, Southwestern Energy granted the respective underwriters a
30-day option to purchase up to 8,250,000 additional shares of its
common stock.
Southwestern Energy intends to use the net proceeds from the
offering to partially redeem Montage Resource Corporation’s
(“Montage”) issued and outstanding senior notes that it will assume
upon the closing of its recently announced merger with Montage (the
“Merger”). If the Merger is not consummated, Southwestern Energy
intends to use the net proceeds from this offering for general
corporate purposes, including the repayment of debt. Until
Southwestern Energy applies the net proceeds from this offering for
the purposes described above, it may invest such proceeds in
short-term, liquid investments or to reduce the balance under its
credit agreement. The net proceeds from any exercise by the
underwriters of their option to purchase additional shares of
common stock from us will be used to redeem additional Montage
notes after the consummation of the Merger or for general corporate
purposes, including the repayment of debt. The closing of the
offering, which is expected to occur on August 18, 2020, is subject
to customary closing conditions.
Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan are
acting as representatives of the underwriters and joint
book-running managers for the offering. BofA Securities, BMO
Capital Markets, RBC Capital Markets and Wells Fargo Securities are
also serving as joint book-running managers for the offering.
The offering is being made under an effective automatic shelf
registration statement on Form S-3 (Registration No. 333-238633)
filed by Southwestern Energy with the Securities and Exchange
Commission (“SEC”) and only by means of a prospectus supplement and
accompanying base prospectus. A preliminary prospectus supplement
has been filed with the SEC to which this communication relates.
Prospective investors should read the preliminary prospectus
supplement and the accompanying base prospectus included in the
registration statement and other documents Southwestern Energy has
filed with the SEC for more complete information about Southwestern
Energy and the offering. These documents are available at no charge
by visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, a copy of the base prospectus and the preliminary
prospectus supplement may be obtained, when available, from:
Citigroup c/o Broadridge Financial Solutions 1155 Long Island
Avenue Edgewood, NY 11717 Telephone: 800-831-9146
Goldman Sachs & Co. LLC Attention: Prospectus Department 200
West Street New York, NY 10282 Telephone: 866-471-2526 Facsimile:
212-902-9316 Email: Prospectus-ny@ny.email.gs.com
J.P. Morgan Securities LLC c/o Broadridge Financial Solutions
Attention: Prospectus Department 1155 Long Island Avenue Edgewood,
NY 11717 Telephone: 866-803-9204
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of 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.
About Southwestern Energy
Southwestern Energy Company is an independent energy company
engaged in natural gas, natural gas liquids and oil exploration,
development, production and marketing.
Forward Looking Statement
This news release contains forward-looking statements.
Forward-looking statements relate to future events, including, but
not limited to, anticipated results of operations, business
strategies, other aspects of Southwestern Energy’s operations or
operating results, the proposed offering, the use of proceeds of
the offering and the consummation of the Merger. In many cases you
can identify forward-looking statements by terminology such as
words “believe,” “expect,” “anticipate,” “plan,” “intend,”
“foresee,” “predict,” “budget,” “should,” “would,” “could,”
“attempt,” “appears,” “forecast,” “outlook,” “estimate,”
“continue,” “project,” “projection,” “goal,” “model,” “target,”
“potential,” “may,” “will,” “objective,” “guidance,” “outlook,”
“effort,” “are likely” and other similar expressions. 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
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 the company’s filings with the
SEC. 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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version on businesswire.com: https://www.businesswire.com/news/home/20200813005849/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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