Market Overview

Southwestern Energy Announces Cash Tender Offers and Consent Solicitations for Senior Notes

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Southwestern Energy Company (NYSE:SWN) (the "Company") today announced
that it has commenced offers to purchase for cash (collectively, the
"Tender Offers" and each a "Tender Offer") its outstanding senior notes
listed in the table below and Consent Solicitations (as defined below),
upon the terms and conditions described in the Company's Offer to
Purchase dated September 4, 2018 (the "Offer to Purchase").

        Aggregate
Principal
Amount Outstanding ($)
      Dollars per $1,000 Principal
Amount of Notes
Series of Notes  

CUSIP
Number

   

Sub-Cap ($)

 

Acceptance
Priority
Level

 

Tender Offer
Consideration
($)

 

Early
Tender
Premium
($)

 

Total
Consideration(1)(2)
($)

4.10% Senior Notes due 2022 845467AF6; 845467AH2/ U84517AB4 $1,000,000,000 N/A 1 $950.00   $50.00   $1,000.00
4.05% Senior Notes due 2020(3) 845467AK5 $91,557,000 N/A 2 $975.00 $50.00 $1,025.00
4.95% Senior Notes due 2025(3) 845467AL3 $1,000,000,000 N/A 3 $960.00 $50.00 $1,010.00
7.50% Senior Notes due 2026 845467AM1 $650,000,000 $50,000,000 4 $1,002.50 $50.00 $1,052.50
7.75% Senior Notes due 2027 845467AN9 $500,000,000 $50,000,000 5 $1,010.00 $50.00 $1,060.00
     
    (1)   Does not include accrued interest, which will also be payable to but
not including the applicable settlement date.
(2) Includes the applicable Early Tender Premium.
(3) In February and June 2016, Moody's and S&P downgraded certain senior
notes of the Company, increasing the interest rates by 175 basis
points effective July 2016. As a result of these downgrades, the
interest rate increased to 5.80% for the 2020 Notes and to 6.70% for
the 2025 Notes. In April and May 2018, S&P and Moody's upgraded
certain senior notes, decreasing the interest rates by 50 basis
points effective July 2018. The first coupon payment to the
bondholders at the lower interest rate will be paid in January 2019.
As a result of these upgrades, the interest rate decreased to 5.30%
for the 2020 Notes and to 6.20% for the 2025 Notes. The first coupon
payment to the bondholders at the lower interest rate will be paid
in January 2019.

The Company is offering to purchase up to a maximum aggregate purchase
price subject to the respective Sub-Caps (as defined below) and
priorities (as described below), excluding accrued interest, equal to
$900 million (subject to increase by the Company, the "Maximum Aggregate
Purchase Price") of the Company's 4.10% senior notes due 2022 (the "2022
Notes), 4.05% senior notes due 2020 (the "2020 Notes"), 4.95% senior
notes due 2025 (the "2025 Notes"), 7.50% senior notes due 2026 (the
"2026 Notes") and 7.75% senior notes due 2027 (the "2027 Notes" and,
together with the 2022 Notes, the 2020 Notes, the 2025 Notes and the
2026 Notes, the "Notes").

Subject to the Maximum Aggregate Purchase Price and the respective
Sub-Caps (subject to increase by the Company), the amount of a series of
Notes that is purchased in the Tender Offers on the settlement date will
be based on the order of priority (the "Acceptance Priority Level") for
such series of Notes as set forth in the table above, subject to the
proration arrangements applicable to the Tender Offers. Subject to the
Maximum Aggregate Purchase Price, the maximum aggregate purchase price
(subject to increase by the Company, the "2026 Notes Sub-Cap") to be
paid by the Company for the 2026 Notes, excluding accrued interest, will
be limited to $50 million and the maximum aggregate purchase price
(subject to increase by the Company, the "2027 Notes Sub-Cap" and
together with the 2026 Notes Sub-Cap, the "Sub-Caps") to be paid by the
Company for the 2027 Notes, excluding accrued interest, will also be
limited to $50 million.

The Tender Offers will expire at 11:59 p.m., New York City time, on
October 1, 2018, unless extended or terminated by the Company (the
"expiration date"). No tenders submitted after the expiration date will
be valid. Subject to the terms and conditions of the Tender Offers and
Consent Solicitations, the consideration for each $1,000 principal
amount of Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will be the applicable tender offer consideration for
such series of Notes set forth in the above table (with respect to each
series of Notes, the "Tender Offer Consideration"). Holders of Notes
that are validly tendered prior to 5:00 p.m., New York City time, on
September 17, 2018 (subject to extension, the "early tender time") and
accepted for purchase pursuant to the applicable Tender Offer will
receive the applicable Tender Offer Consideration and the applicable
early tender premium for such series of Notes as set forth in the table
above (the "Early Tender Premium" and, together with the applicable
Tender Offer Consideration, the "Total Consideration"). Holders of Notes
tendering their Notes after the early tender time will receive the
applicable Tender Offer Consideration but will not be eligible to
receive the Early Tender Premium. All holders of Notes validly tendered
and accepted for purchase pursuant to the Tender Offers will also
receive accrued and unpaid interest on such Notes from the last interest
payment date with respect to those Notes to, but not including, the
settlement date.

Notes that have been tendered may be withdrawn from the applicable
Tender Offer prior to 5:00 p.m., New York City time, on September 17,
2018 (subject to extension, the "withdrawal deadline"). Holders of Notes
tendered after the withdrawal deadline cannot withdraw their Notes or
revoke their consents under the Consent Solicitation unless the Company
is required to extend withdrawal rights under applicable law. The
Company reserves the right, but is under no obligation, to increase the
Maximum Aggregate Purchase Price or the Sub-Caps at any time, subject to
applicable law. If the Company increases the Maximum Aggregate Purchase
Price or the Sub-Caps, it does not expect to extend the applicable
withdrawal deadline, subject to applicable law.

Subject to the Maximum Aggregate Purchase Price, the Sub-Caps and
proration, the Company will purchase any Notes that have been validly
tendered and accepted in the applicable Tender Offer prior to the
expiration date promptly following the expiration date. The settlement
date is expected to occur on the second business day following the
expiration date.

If an aggregate principal amount of Notes validly tendered prior to the
early tender time is such that the aggregate purchase price for such
Notes equals or exceeds the Maximum Aggregate Purchase Price, excluding
accrued interest, the Company will not accept for purchase any Notes
tendered after the applicable early tender time and will, subject to the
applicable Sub-Caps, accept for purchase only the Notes tendered before
the early tender time pursuant to the Acceptance Priority Levels.
Acceptance for tenders of Notes of a series may be subject to proration
if the aggregate principal amount of such series of Notes validly
tendered would result in an aggregate purchase price that exceeds the
Maximum Aggregate Purchase Price or the applicable Sub-Cap.

As part of the Tender Offers, prior to the early tender time, the
Company is also soliciting consents (the "Consent Solicitations") from
the holders of the Notes for certain proposed amendments described in
the Offer to Purchase that would, among other things, remove certain
covenants and events of default contained in the indentures governing
the Notes (the "Proposed Amendments"). Adoption of the Proposed
Amendments with respect to each series of Notes requires the consent of
the holders of at least a majority of the outstanding principal amount
of such series of Notes (the "Requisite Consents"). Each holder
tendering Notes pursuant to the Tender Offers must also deliver a
consent to the Proposed Amendments pursuant to the related Consent
Solicitation and will be deemed to have delivered their consents by
virtue of such tender. Holders may not deliver consents without also
tendering their Notes prior to the expiration date. The Proposed
Amendments will not become operative until (i) Notes of the relevant
series satisfying the Requisite Consent for such series have been
validly tendered, and (ii) the Company consummates the Tender Offer with
respect to such series of Notes in accordance with its terms and in a
manner resulting in the purchase of all Notes of such series validly
tendered before the Early Tender Time, if the aggregate purchase price,
excluding Accrued Interest, of Notes validly tendered before the Early
Tender Time exceeds the Maximum Aggregate Purchase Price, or before the
Expiration Date. If the Proposed Amendments become operative with
respect to the Notes, holders of the Notes that do not tender their
Notes prior to the expiration date, or at all, will be bound by the
Proposed Amendments, meaning that the Notes will no longer have the
benefit of the existing terms of certain covenants contained in the
applicable Indenture. In addition, such holders will not receive either
the Tender Offer Consideration or the Early Tender Premium.

The Tender Offers are not conditioned upon the tender of any minimum
principal amount of Notes of any series nor on the delivery of a number
of consents required to amend the indenture with respect to each series
of Notes. However, the Tender Offers and Consent Solicitations are
subject to, and conditioned upon, the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the Company's
consummation of the sale under the Membership Interest Purchase
Agreement dated as of August 30, 2018, by and between the Company and
Flywheel Energy Operating, LLC of the Company's subsidiaries that own
and operate its Fayetteville Shale exploration and production and
related midstream gathering assets (the "Fayetteville Sale").

The Company intends to fund the Tender Offers, including accrued and
unpaid interest and fees and expenses payable in connection with the
Tender Offers, with proceeds from the Fayetteville Sale.

The purpose of the Tender Offers is to retire debt. If the Tender Offers
are not consummated, or if the amount of Notes accepted for purchase in
the Tender Offers results in the payment of less than the Maximum
Aggregate Purchase Price, the Company may use the remaining amount of
proceeds from the Fayetteville Sale originally dedicated to the Tender
Offers to repay or retire other outstanding debt. The purpose of the
Consent Solicitations is to obtain Requisite Consents to adopt the
Proposed Amendments with respect to the applicable indentures governing
the notes.

Citigroup Global Markets Inc. is the lead Dealer Manager and lead
Solicitation Agent in the Tender Offers and Consent Solicitations and
MUFG Securities Americas Inc., RBC Capital Markets, LLC, SG Americas
Securities, LLC and Wells Fargo Securities, LLC are Co-Dealer Managers
and Co-Solicitation Agents in the Tender Offers and Consent
Solicitations. Global Bondholder Services Corporation has been retained
to serve as the Tender Agent and Information Agent for the Tender Offers
and Consent Solicitations. Persons with questions regarding the Tender
Offers and Consent Solicitations should contact Citigroup Global Markets
Inc. at (toll free) (800) 558-3745 or (collect) (212) 723-6106. 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 and Solicitations Agents, the
Tender Agent and Information Agent, the trustees under the indentures
governing the Notes or any of their respective affiliates is making any
recommendation as to whether holders should tender any Notes in response
to the Tender Offers and Consent Solicitations. Holders must make their
own decision as to whether to participate in the Tender Offers and
Consent Solicitations, 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 Consent Solicitations 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, or one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.

About Southwestern Energy Company

Southwestern Energy Company (NYSE:SWN) is an independent energy company
whose wholly-owned subsidiaries are engaged in natural gas, natural gas
liquids and oil exploration, development, production, gathering and
marketing. Additional information about the Company is available at www.swn.com.

Forward-Looking Statement

This news release contains forward-looking statements. Forward-looking
statements relate to future events and anticipated results of
operations, business strategies, and other aspects of our operations or
operating results. In many cases you can identify forward-looking
statements by terminology such as "anticipate," "intend," "plan,"
"project," "estimate," "continue," "potential," "should," "could,"
"may," "will," "objective," "guidance," "outlook," "effort," "expect,"
"believe," "predict," "budget," "projection," "goal," "forecast,"
"target" or similar words. Statements may be forward looking even in the
absence of these particular words. 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 our 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 our business
generally as set forth in our filings with the Securities and Exchange
Commission. 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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