SOUTHWESTERN ENERGY CO

SOUTHWESTERN ENERGY CO deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

SOUTHWESTERN ENERGY CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

debt financing

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).

asset acquisition disposition

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.

debt financing

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.

material agreement

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.

business combination

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.

business combination

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.

material agreement

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.

asset acquisition disposition

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.

debt financing

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.

material agreement

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.

business combination

On July 2, 2021, Southwestern filed a preliminary proxy statement for a special shareholder meeting on the Indigo deal. Shareholders will vote on issuing the 339,270,568 shares (about 50% of voting power as of June 1, 2021), on raising authorized shares from 1.25 billion to 2.5 billion, and on adjourning if needed. The board unanimously recommends voting for all three; the meeting date was still blank. The share issuance is large relative to the existing share count, so existing holders would own a smaller share of the company if it closes (an inference from the 50% figure).

business combination

On June 1, 2021, Southwestern agreed to acquire Indigo Natural Resources LLC for $400 million in cash plus 339,270,568 new Southwestern shares (valued at $1.6 billion on a 30-day average price to May 28, 2021). Closing needs a majority vote of Southwestern shareholders on the share issuance and expiry of the antitrust waiting period. Either side can terminate if it has not closed within 180 days, and Southwestern owes $81 million in certain circumstances such as a change of board recommendation. Indigo's holders get registration rights and lock-ups. For existing shareholders, the share issuance is large and would dilute them if completed (an inference from the share count; the filing gives no total share figure).

business combination

On June 2, 2021, Southwestern announced by press release a merger agreement to buy Indigo Natural Resources LLC, and furnished an investor presentation and an employee email. This filing carries only the announcement and legal notices; the terms are in the companion 8-K filed the same day. It starts a new acquisition thread that needs a vote of Southwestern shareholders.

business combination

Southwestern completed its acquisition of Montage on Nov 13, 2020, by merging Montage into itself. Each Montage share became 1.8656 Southwestern shares, with cash for fractions. This resolves the main open thread from August, and Southwestern's shareholders keep their shares but are now diluted by the new issuance (the S-4 estimated about 90%/10% ownership). Montage's financial statements and pro forma figures are to be filed later by amendment.

asset acquisition disposition

On Oct 8, 2020, Southwestern amended its bank credit agreement again (Amendment No. 8). The borrowing base and lender commitments stay at $1.8 billion, cash is capped at $200 million while loans are outstanding, and the interest rate on loans rises by 0.25 percentage points. Once the Montage merger closes, the borrowing base and commitments rise to $2.0 billion, and Montage's letters of credit move under this facility. This continues the merger financing and the credit facility terms are tighter on cost and cash.

debt financing

Southwestern filed the registration statement (Form S-4) for the shares it will issue in the Montage merger, up to 70,885,662 shares at 1.8656 per Montage share. It estimates Southwestern holders will own about 90% and Montage holders about 10% of the combined company on a fully diluted basis, and existing holders keep their shares. Montage holders must approve the deal at a special meeting; the date was left blank in this draft. This continues the merger process begun in August.

business combination

Southwestern closed its $350 million offering of 8.375% senior notes due Sept 15, 2028 on Aug 27, 2020, raising about $345 million net. The money is meant, with the share sale proceeds and credit facility borrowings, to redeem Montage's notes Southwestern will assume at the merger close. The notes must be redeemed at par plus accrued interest if the merger does not close by Feb 12, 2021 or Southwestern decides it cannot or is unlikely to close. Interest is 8.375%, paid March 15 and September 15, starting March 15, 2021. This completes the notes sale announced on Aug 18.

debt financing

Southwestern agreed on Aug 18, 2020 to sell $350 million of 8.375% senior notes due 2028 (about $345 million net, expected to close Aug 27), and amended its bank credit agreement (Amendment No. 7). The notes money, the $152 million share sale and credit-facility borrowings are meant to pay off Montage's senior notes that Southwestern will take on when the merger closes. The credit amendment lets Southwestern assume and redeem those notes, and adds an early maturity trigger 91 days before Montage's notes come due (currently July 15, 2023) unless at least $450 million of them have been redeemed, refinanced or extended. This resolves the open need for a credit agreement amendment, and adds new debt.

debt financing

Southwestern closed a public sale of 63,250,000 new common shares at $2.50 each (including the underwriters' full extra allotment of 8,250,000), raising about $152 million net. It plans to use the money to partly pay off Montage's senior notes that it will take on when the Montage merger closes; if the merger fails, the money goes to general corporate purposes including debt repayment. The new shares add to the share count, which dilutes existing holders (an inference).

material agreement

Southwestern agreed to acquire Montage Resources Corporation in an all-stock merger, giving 1.8656 Southwestern shares for each Montage share; the implied value is $213 million based on the Aug 11, 2020 closing share price. Closing needs approval from a majority of Montage holders, antitrust clearance and an effective S-4 registration, and either side can end the deal if it is not complete by Feb 12, 2021. EnCap, which holds about 39% of Montage, agreed to vote in favour. Existing Southwestern shareholders would be issued new shares to Montage holders (an inference: this dilutes their percentage ownership).

business combination

On December 3, 2018 Southwestern completed the sale of 100% of its Fayetteville Shale production and gathering subsidiaries to Flywheel Energy Operating for $1.865 billion, subject to customary adjustments, plus the buyer's assumption of various obligations. Separately, Senior VP Jack Bergeron will retire January 2, 2019 with a $1,227,366 cash payment.

asset acquisition disposition

Southwestern announced early results of cash tender offers (upsized to $900 million of principal) for its 2020, 2022, 2025, 2026 and 2027 notes, to be funded from the Fayetteville sale to Flywheel and conditioned on it closing. It plans to buy all tendered 2022 notes ($787.2 million) and 2020 notes ($40.0 million), $72.8 million of the 2025 notes, and none of the 2026 or 2027 notes. Holders of the 2022 notes consented to remove the liens and sale-and-leaseback restrictions; other series did not give enough consents. This continues the debt reduction tied to the Fayetteville sale.

material agreement

On August 30, 2018 Southwestern agreed to sell its Fayetteville Shale production and gathering subsidiaries to Flywheel Energy Operating for $1.865 billion, with an economic effective date of July 1, 2018. The buyer takes on about $564 million of future commitments, though Southwestern remains responsible for up to about $126 million of unused pipeline capacity costs through 2020. Closing depends on conditions, including antitrust and FERC steps, and must happen by December 31, 2018; the buyer paid a $150 million deposit.

material agreement

On April 26, 2018 Southwestern signed a new secured credit agreement with JPMorgan as agent: $2.0 billion of commitments, a $3.2 billion initial borrowing base, maturing April 26, 2023 (or Dec 14, 2021 if at least $700 million of the 2022 notes has not been refinanced or redeemed by then). It ended its two earlier credit agreements and repaid the $1,191 million term loan using cash and $360 million of initial borrowings. Subsidiaries that guarantee the new facility also became guarantors of the 2022, 2025, 2026 and 2027 notes.

debt financing

SOUTHWESTERN ENERGY CO deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

SOUTHWESTERN ENERGY CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

Southwestern closed its sale of $650 million of 7.500% notes due 2026 and $500 million of 7.750% notes due 2027, raising about $1,133 million net. The proceeds repaid and ended the term loan (the loan the Sept 11 credit amendment depended on), and the rest, with cash on hand, funds the tender offers announced earlier. It also amended the liens covenant on its 4.050% 2020 notes after receiving enough holder consents, and announced early tender results (figures not shown in the visible text).

debt financing

On September 11, 2017 Southwestern agreed to sell $650 million of 7.500% senior notes due 2026 and $500 million of 7.750% senior notes due 2027, expected to close September 25, 2017, with net proceeds of about $1,133 million. About $327 million is to repay and end the 2015 term loan, which is what triggers the credit amendment filed the same day. The rest, with cash on hand, funds tender offers for all its 4.05% 2020 notes and up to $100 million each of its 4.10% 2022 and 4.95% 2025 notes.

material agreement

On September 11, 2017 Southwestern amended its June 2016 secured term loan and revolver, raising the minimum interest coverage ratio to 2.00x, giving the option of a maximum leverage test in place of minimum liquidity, and letting it keep the first $500 million of asset-sale proceeds. The amendment only takes effect once the 2015 term loan is repaid in full; $327 million remained outstanding on June 30, 2017.

debt financing

Southwestern sold 98,900,000 new common shares at $13.00 each (closed July 5, 2016), raising about $1,247 million after costs. This is the first equity issuance in the record and dilutes existing shareholders. The company says it will repay $375 million of the 2015 term loan, which extends that loan's maturity to December 14, 2020, and use the remainder for tender offers for up to $750 million of its 3.30% 2018, 7.50% 2018 and 4.05% 2020 notes, and for general corporate purposes.

material agreement

On June 27, 2016 Southwestern restructured its bank debt: a new $1.934 billion credit agreement (a $1.191 billion secured term loan, fully drawn, and a $743 million revolver, both due December 14, 2020), an amended $750 million unsecured term loan, and the old revolver cut to $66 million. The new term loan is secured by substantially all assets owned directly by the company, and the facilities add minimum interest coverage and collateral coverage tests. The press release says the extension of the $750 million term loan to December 2020 depends on paying at least $375 million by June 30, 2017. This replaces the $2.0 billion revolver arrangement from the earlier context.

debt financing

On November 17, 2015 Southwestern took out a $750 million unsecured three-year term loan from Bank of America and other lenders, borrowed in full that day. The press release says the money was used to pay down its existing credit facility and commercial paper, moving existing debt rather than adding new debt. The same filing notes a new automatic shelf registration replacing the one that expired November 13, 2015; the company says it was not filed for any specific offering.

debt financing

Southwestern sold $2.2 billion of senior notes (3.300% due 2018, 4.050% due 2020, 4.950% due 2025), closing January 23, 2015 with net proceeds of about $2,179 million. The money repaid all of the $4.5 billion bridge loan from the Chesapeake deal and will repay part of the revolving credit facility, replacing short-term borrowing with longer-term debt.

debt financing

Nasdaq certified SOUTHWESTERN ENERGY CO's securities for listing, clearing them to begin trading.

listing compliance notice

The Chesapeake acquisition closed December 22, 2014 after a settlement cut the price by about $400 million to roughly $4.975 billion, funded by a $4.5 billion 364-day bridge loan and a $500 million two-year term loan, both fully drawn. Southwestern also agreed to buy about 30,000 acres from Statoil for about $365 million (after adjustment), closing expected in Q1 2015 and funded from the revolving credit facility, and plans to repay the bridge and term loans from asset sales and future debt and equity issuance; shareholders should note possible equity issuance is flagged only as a plan.

asset acquisition disposition

On October 14, 2014 Southwestern agreed to buy about 413,000 net acres in West Virginia and southwest Pennsylvania from Chesapeake for about $5.375 billion, expected to close by year-end, with a 5% deposit already paid. It has a $5.0 billion bridge loan commitment from Bank of America and plans to raise permanent debt and equity financing, far larger than its earlier 2013-14 acreage purchases.

debt financing

On December 16, 2013 Southwestern signed a new unsecured $2.0 billion credit facility maturing December 14, 2018 (two one-year extensions possible, expandable by up to $500 million), led by JPMorgan Chase. It replaces the $1.5 billion facility that was due to expire in February 2016, with no prepayment penalties on the old one.

debt financing