Southwestern Energy Company (NYSE: SWN) (the “Company”) today
announced the early results of its previously announced cash tender
offers (the “Tender Offers”) to purchase for cash up to
$250,000,000 aggregate principal amount (the “Maximum Tender
Amount”) of its 4.95% Senior Notes due 2025 (the “2025 Notes”) and
its 7.75% Senior Notes due 2027 (the “2027 Notes” and, together
with the 2025 Notes, the “Notes”), subject to the terms and
conditions described in the Company’s Offer to Purchase dated
November 23, 2021 (the “Offer to Purchase”).
In addition, the Company announced an increase in the Maximum
Tender Amount from $250,000,000 to $300,000,000. The other terms of
the Tender Offers, including the proration provisions, the
acceptance priority levels and the sub cap for the 2027 Notes, as
described in the Offer to Purchase, are unchanged.
According to information received from Global Bondholder
Services Corporation (“GBSC”), the Tender Agent and Information
Agent for the Tender Offers, as of 5:00 p.m., New York City Time,
on November 7, 2021 (the “Early Tender Time”), the Company had
received validly tendered (and not validly withdrawn), Notes as set
forth in the table below.
Aggregate Principal Amount
Outstanding (U.S. $)
Principal Amount Tendered
(U.S. $)
Principal Amount Accepted
(U.S. $)
Acceptance Priority
Level
Title of Notes
CUSIP Number /ISIN
Total Consideration per U.S.
$1,000 Principal Amount of Notes (U.S. $)(1)(2)
4.95% Senior Notes due 2025(3)
845467AM3
$689,454,000
$400,795,000
$300,000,000
1
$1,105
7.75% Senior Notes due 2027
845467AN9
$440,007,000
$309,681,000
$0
2
$1,090
________________
(1)
Does not include accrued interest, which
will also be payable as provided in the Offer to Purchase.
(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. Following the closing of the Indigo Merger (as defined
below), S&P upgraded the Company’s bond rating to BB, which had
the effect of decreasing the interest rate on the 2025 Notes to
6.20%, beginning with coupon payments paid after January 2022. On
November 4, 2021 S&P placed the Company on CreditWatch Positive
for an upgrade to BB+ upon closing of the GEPH merger, assuming no
changes to their assumptions. This ratings upgrade, if received,
would result in a further reduction on the interest rate on the
2025 Notes to 5.95% beginning with coupon payments paid after
January 2022.
Because the increased Maximum Tender Amount is exceeded by the
aggregate principal amount of 2025 Notes tendered in the Tender
Offers, the Company will not purchase any tendered 2027 Notes. In
addition, all of the 2025 Notes validly tendered at or prior to
5:00 p.m., New York Time, December 29, 2021 (the “Expiration
Date”), including the 2025 Notes tendered as of the Early Tender
Time and any additional 2025 Notes validly tendered following the
Early Tender Time, will be subject to proration based on the total
principal amount of 2025 Notes validly tendered at or prior to the
Expiration Date.
RBC Capital Markets, LLC and Wells Fargo Securities, LLC are the
Lead Dealer Managers in the Tender Offers and BofA Securities,
Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and
MUFG Securities Americas Inc. are Co-Dealer Managers in the Tender
Offers. Global Bondholder Services Corporation has been retained to
serve as the Tender Agent and Information Agent for the Tender
Offers. Persons with questions regarding the Tender Offers should
contact RBC Capital Markets, LLC at (toll free) (877) 381-2099 or
(collect) (212) 618-7843 and Wells Fargo Securities, LLC at (toll
free) (866) 309-6316 or (collect) (704) 410-4756. 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.
None of the Company, the Dealer Managers, the Tender and
Information Agent, the trustees or any of their respective
affiliates (x) makes any recommendation that holders of Notes
tender or refrain from tendering all or any portion of the
principal amount of their Notes, and no one has been authorized by
any of them to make such a recommendation or (y) except as
expressly set forth herein with respect to the Company, the Dealer
Managers, the Tender and Information Agent or any of their
respective affiliates, makes any representations or warranties. The
trustees do not assume any responsibility for the accuracy or
completeness of the information concerning the Company, its
affiliates or the Notes contained herein or any failure by the
Company to disclose events that may have occurred and may affect
the significance or accuracy of that information. Holders of Notes
must make their own decision as to whether to tender their Notes,
and, if so, the principal amount of Notes as to which action is to
be taken.
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: closing the GEPH merger; 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/20211207006205/en/
Investor Contact Brittany Raiford Director, Investor
Relations (832) 796-7906 brittany_raiford@swn.com
Southwestern Energy (NYSE:SWN)
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