11 Oct 2024listing compliance notice▼ BadMajor
SOUTHWESTERN ENERGY CO deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Oct 2024listing compliance notice● NeutralMajor
SOUTHWESTERN ENERGY CO's exchange filed to remove a class of its securities from listing.
1 Oct 2024business combination● NeutralMajor
The Chesapeake merger signed Jan 10, 2024 closed on Oct 1, 2024: each Southwestern share was converted into 0.0867 Chesapeake shares (cash for fractions), and Southwestern was merged into Chesapeake, which renamed itself Expand Energy (ticker EXE from Oct 2). Southwestern's stock stopped trading after Sept 30, 2024 and the NYSE filed to delist it; its JPMorgan credit agreement was terminated and paid off in full. Stock options were cancelled with no payment, while restricted stock and director units converted to Chesapeake shares at the same ratio and 2022 Plan awards became Chesapeake restricted stock units.
7 June 2024business combination● Neutral
The S-4 became effective May 17, 2024 and the joint proxy was mailed around then. Since the deal was signed, Southwestern has received seven shareholder demand letters and one books-and-records demand, and three complaints were filed in New York Supreme Court over alleged omissions in the proxy. Southwestern calls the claims without merit but is adding disclosures anyway to head off delay, including more detail on talks with other potential counterparties (Company B and Company C) and a $3.0 million contingent BofA Securities advisory fee.
20 May 2024business combination● NeutralMajor
This is the definitive joint proxy statement/prospectus asking Southwestern and Chesapeake shareholders to vote on the merger. It repeats the terms: 0.0867 Chesapeake share per Southwestern share, with Southwestern surviving briefly and then merging into a Chesapeake subsidiary. The Chesapeake special meeting is set for June 18, 2024 (record date April 22, 2024); the Southwestern meeting details are cut off in the text shown.
5 Apr 2024business combination▼ BadMajor
On April 4, 2024 the FTC sent both Southwestern and Chesapeake a Second Request for more information, which extends the antitrust waiting period until 30 days after both have substantially complied. The companies now expect the merger to close in the second half of 2024. This is a regulatory delay to the pending Chesapeake deal; the filing does not say the deal is blocked.
11 Jan 2024business combination● NeutralMajor
The filing gives the terms of the Chesapeake deal announced earlier: signed Jan 10, 2024, each Southwestern share would convert into 0.0867 of a Chesapeake share (cash for fractions), and Southwestern would become a wholly owned Chesapeake subsidiary. It needs both companies' shareholder approvals, US antitrust (HSR) clearance, an effective Chesapeake S-4 and Nasdaq listing of the new shares. Unexercised Southwestern stock options are cancelled with no payment; most share awards convert into Chesapeake shares.
11 Jan 2024business combination● NeutralMajor
On Jan 11, 2024, Southwestern and Chesapeake Energy announced they had signed a merger agreement. The text shown is only the cover filing and legal notices, with the terms (exchange ratio, price) in the press release exhibit, which is not shown here. It says Chesapeake will file an S-4 and that stockholders of both companies must approve the deal and regulators must clear it. This starts a new thread that could end Southwestern's existence as a separate listed company, but the filing shown does not state what shareholders would receive.
30 Dec 2022material agreement termination▲ Good
On Dec 30, 2022, Southwestern paid off its $550M Dec 2021 term loan in full, about $546M principal plus interest and fees, using about $305M of cash and about $250M borrowed on its revolver. The liens and guarantees tied to that loan ended. This closes the term loan raised to fund the GEP purchase. The filing does not say anything further about what this means.
12 Apr 2022debt financing▲ GoodMajor
On April 8, 2022, Southwestern replaced its 2018 revolving credit agreement with an amended and restated one: a $3.5B borrowing base, elected commitments still $2.0B, and a five-year term from April 8, 2022. The company's press release describes this as extending maturity by three years to April 2027. The facility is still secured and guaranteed for now, but the guarantees and collateral can be released if the company gets an investment-grade rating from S&P or Moody's and meets other conditions. This continues the post-GEP refinancing and follows the Dec 2021 term loan. The filing does not say that a rating upgrade has happened.
5 Jan 2022asset acquisition disposition▲ GoodMajor
On Dec 31, 2021, Southwestern closed its acquisition of GEP Haynesville, paying $1,165M in cash to redeem the preferred units plus about $103.5M in cash and 99,337,748 new shares to the unit holders. GEP is now a wholly owned subsidiary and a guarantor of Southwestern's credit agreements and its notes. This resolves the GEP deal thread. The 2025 notes tender expired with $401.547M tendered, and the $300M cap was bought pro rata on Dec 31, with no 2027 notes bought. The 4.100% 2022 notes were called for redemption on Jan 24, 2022. The 99.3M shares are subject to a registration rights agreement, and the holder of about 90% of them is locked up (none sold for 6 months, but up to 25% can be sold from day 31).
22 Dec 2021debt financing● NeutralMajor
On Dec 22, 2021, Southwestern closed $1.15B of 4.750% senior notes due Feb 1, 2032 (about $1,135M net) and signed a new $550M secured term loan maturing June 22, 2027 (SOFR plus 2.50%). The money is meant for the cash part of the GEP Haynesville purchase, the $300M tender of 2025 notes, and paying down the revolver. The notes must be redeemed at par if the GEP deal is not done by Jan 31, 2022, and the term loan must be prepaid if it is not done by March 31, 2022. This resolves the funding question for GEP, but the deal itself has not closed.
15 Dec 2021material agreement● Neutral
On Dec 13, 2021, former Indigo holders sold 63,976,376 Southwestern shares at $5.13 each (about $328.2M gross) in an underwritten sale through J.P. Morgan, closed Dec 15. Southwestern sold no shares and gets no proceeds. This is the first use of the Indigo resale shelf; the shares already existed, so it adds no new shares, but it does put shares from the Indigo deal on the market.
9 Dec 2021material agreement● NeutralMajor
On Dec 8, 2021, Southwestern agreed to sell $1.15B of 4.750% senior notes due 2032 to underwriters led by J.P. Morgan. The filing says proceeds, with a proposed term loan, revolver borrowings and cash, will fund the cash part of the GEP Haynesville purchase, the 2025 notes tender, and part of the revolver balance. The tender for 4.95% 2025 notes was upsized from $250M to $300M; $400.795M was tendered by the early deadline, so tenders will be prorated and no 7.75% 2027 notes will be bought. This answers the open question of how GEP is funded and continues the 2025 notes tender thread.
3 Dec 2021business combination● Neutral
On Dec 3, 2021, Southwestern furnished GEP Haynesville's audited 2019-2020 financial statements and unaudited statements to Sept 30, 2021, saying they are also being given to financing sources for the acquisition. The visible 2020 figures: GEP revenue $369.6M, net loss $79.2M, long-term debt $226.0M, and Series B preferred units of $1,057.9M. This adds background on the pending GEP deal but no new terms.
29 Nov 2021business combination● Neutral
On Nov 29, 2021, Southwestern furnished financial data for itself, GEP Haynesville, Indigo and Montage, saying it was provided in connection with the proposed financing for the GEP acquisition. For the nine months to Sept 30, 2021, Southwestern had revenue of $3,720 million and a net loss of $2,386 million; GEP had revenue of $500 million and a net loss of $120 million (Adjusted EBITDAX $342 million, a non-GAAP measure). Southwestern's Q3 loss of $1,857 million includes a $2,011 million loss on unsettled derivatives. This is the first sign of how the GEP deal is being financed, though the financing terms are not in the text shown.
18 Nov 2021material agreement● Neutral
This is an amendment to the Nov 5 GEP Haynesville merger filing, filed only to add two exhibits that were left out by mistake: the form of registration rights agreement and the form of lockup agreement. The deal terms are repeated unchanged ($1.165 billion preferred redemption, $160 million cash, 99,337,748 shares). No new substance.
15 Nov 2021debt financing● Neutral
On Nov 12, 2021, Southwestern and its lenders (JPMorgan as agent) signed Amendment No. 11 to the April 2018 credit agreement. The filing says it allows additional secured and/or unsecured debt, including in connection with the GEP Haynesville acquisition. The filing gives no amounts or the actual financing plan, so how the deal will be funded is still not shown.
5 Nov 2021business combination● NeutralMajor
The Nov 5 filing gives the formal terms of the GEP Haynesville purchase announced Nov 4. Southwestern will redeem GEP's preferred units for $1.165 billion in cash, and pay holders of the common units $160 million in cash plus 99,337,748 Southwestern shares (valued at $525 million by a 30-day average price to Nov 2). Closing needs customary conditions including US antitrust (HSR) clearance, and either side can terminate if it has not closed by Jan 31, 2022. Holders getting about 90% of the shares will be locked up: no sales for 30 days after closing, then up to 25% of their shares. Southwestern must file a resale registration for these shares. This adds detail to the pending GEP deal, and the cash components ($1.165B + $160M) total $1.325B, matching the earlier cash figure.
4 Nov 2021business combination● NeutralMajor
On Nov 4, 2021, Southwestern announced an agreement to buy GEP Haynesville, LLC for about $1.85 billion: $1.325 billion cash and about $525 million in Southwestern shares (approximately 99 million shares). Closing is expected by year-end 2021, subject to customary conditions. The company says GEP adds about 700 MMcf per day of production and 700 locations, and expects ~$25 million of annual synergies (company statements). This is a second Haynesville purchase two months after Indigo, adding more share issuance on top of the Indigo shares.
12 Oct 2021business combination● Neutral
On Oct 12, 2021, Southwestern amended its S-4 for the registered exchange of its 5.375% notes due 2029, raising the amount from $697.493M to $698.528M. The guarantor list now shows SWN Production (Louisiana), LLC in place of Indigo Natural Resources LLC, with the same tax ID as Indigo's earlier entry (inference: Indigo was renamed). The exchange offer remains unfinished, with no expiration date set. It continues the notes registration process.
7 Sept 2021business combination● Neutral
On Sept 3, 2021 (filed in this record Sept 7), Southwestern filed a Form S-4 to register new 5.375% senior notes due 2029 (up to $697.493M) to be swapped for the unregistered notes issued in the Indigo exchange. Indigo Natural Resources is listed as a guarantor. Southwestern receives no proceeds; this is the registration step promised in the Sept 3 agreement, not new borrowing.
3 Sept 2021material agreement● NeutralMajor
On Sept 3, 2021, Southwestern completed its exchange of Indigo's 5.375% notes: $697.572M of Indigo notes were tendered and swapped for $697.493M of new Southwestern 5.375% notes due 2029 plus about $3.475M cash, leaving $2.428M of Indigo notes outstanding. Indigo is now a guarantor of Southwestern's notes and credit agreement. Southwestern also agreed to register the new notes with the SEC (extra interest is owed if not effective by Sept 3, 2022) and filed a resale prospectus supplement covering 337,827,171 shares received by former Indigo holders, with Southwestern receiving no proceeds. This resolves the open Indigo notes exchange thread and continues the resale shelf thread from the Indigo closing.
1 Sept 2021asset acquisition disposition▲ GoodMajor
On Sept 1, 2021, Southwestern completed its acquisition of Indigo Natural Resources for $400 million in cash and 339,270,568 Southwestern shares (as adjusted under the merger agreement). Shareholders had approved the share issuance and the increase in authorized shares from 1.25 billion to 2.5 billion at the Aug 27 meeting, and the increase was filed Sept 1. The company says Indigo adds Haynesville production and drilling inventory and raised its 2021 free cash flow guidance to $425-$475 million. Holders of about 95% of Indigo's interests are locked up: no sales for 30 days, then up to 25% of their shares. The Indigo deal is resolved; the Indigo 5.375% notes exchange offer was in progress.
30 Aug 2021debt financing● NeutralMajor
On Aug 30, 2021, Southwestern closed the $1.2 billion 5.375% notes due 2030 (maturing March 15, 2030; net proceeds about $1.184 billion). By the Aug 27 early deadline, holders of $420.7 million (about 68.12%) of the 7.500% 2026 notes had tendered, as had $362.2 million of the 4.950% 2025 notes, which exceeded the $167 million cap, so that offer was prorated. Southwestern has called all remaining 2026 notes for redemption on Sept 14, 2021 at 105.625% of principal. This follows the Aug 16 financing launch.
17 Aug 2021material agreement● NeutralMajor
On Aug 16, 2021, Southwestern agreed to sell $1.2 billion of 5.375% senior notes due 2030 (net proceeds about $1.184 billion), expected to close Aug 30. It plans to use the money to buy back its 7.500% notes due 2026 and up to $167 million of its 4.950% notes due 2025, redeem any remaining 2026 notes, repay credit agreement borrowings, and use any remainder for other debt or general purposes. The launch press release had said $1.0 billion; the final deal was upsized to $1.2 billion.
17 Aug 2021business combination● Neutral
On Aug 17, 2021, Southwestern added extra detail to its Indigo proxy statement (Goldman Sachs valuation work) because eight shareholder lawsuits were filed over the proxy's disclosures. The company calls the suits meritless and says it is adding the detail only to avoid the expense of litigation. This updates the earlier count of six complaints to eight, ahead of the Aug 27 vote.
10 Aug 2021business combination● Neutral
On August 10, 2021, Southwestern filed updated Indigo financial statements for the six months to June 30, 2021, plus updated pro forma combined figures, ahead of the August 27 vote. The terms are unchanged: $400 million cash, 339,270,568 shares, and assumption of $700 million of 5.375% notes due 2029. Indigo's statements show a six-month net loss of $956 million, including a $623 million loss on asset sales, and total assets down to $2.21 billion from $3.04 billion at year-end 2020. The filing is signed by Carl F. Giesler, Jr. as Executive Vice President, Chief Financial Officer, replacing the interim CFO who signed on July 2.
30 July 2021business combination● Neutral
On July 30, 2021, Southwestern filed additional proxy materials. The text provided contains only the cover page with no fee, and no substantive content is shown here, so nothing new about the Indigo deal can be drawn from it.
20 July 2021business combination● NeutralMajor
On July 20, 2021, Southwestern filed the final proxy statement setting the special meeting for August 27, 2021 at 9 a.m. Central, with a July 12, 2021 record date. Shareholders vote on the Indigo share issuance, the increase in authorized shares from 1.25 billion to 2.5 billion, and a possible adjournment, all with unanimous board backing. This fills in the dates left blank in the July 2 preliminary version, and the merger cannot close without approval of the share issuance.