Southwestern Energy Company (NYSE: SWN) (the “Company”) today
announced the extension of its previously announced cash tender
offers (the “Tender Offers”) to purchase for cash up to
$300,000,000 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”).
The Tender Offers extended expiration date is 5:00 p.m., New
York City time, on December 30, 2021 (the “Extended Expiration
Date”).
The terms and conditions of the Tender Offers otherwise remain
unchanged and are set forth in the Offer to Purchase.
According to information received from Global Bondholder
Services Corporation, the Tender Agent and Information Agent for
the Tender Offers, as of 5:00 p.m., New York City Time, on December
29, 2021, the Company received $401,547,000 aggregate principal
amount of 2025 Notes validly tendered (and not validly
withdrawn).
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 the
Extended Expiration Date, including the 2025 Notes tendered as of
5:00 p.m. New York City Time on December 7, 2021 (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
Extended 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 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. 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/20211229005424/en/
Investor Contact Brittany Raiford Director, Investor
Relations (832) 796-7906 brittany_raiford@swn.com
Southwestern Energy (NYSE:SWN)
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