24 Feb 2022director interest notice● Neutral
SOUTHWESTERN ENERGY CO Vice President Richard Jason Kurtz exercised stock options for 15,270 shares and disposed of 30,540 shares.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
24 Feb 2022director interest notice● Neutral
SOUTHWESTERN ENERGY CO SVP and Division Head John P Kelly exercised stock options for 21,376 shares and disposed of 42,752 shares.
24 Feb 2022director interest notice● Neutral
SOUTHWESTERN ENERGY CO SVP - Operations Services William Q Dyson exercised stock options for 21,376 shares and disposed of 42,752 shares.
24 Feb 2022director interest notice● Neutral
SOUTHWESTERN ENERGY CO SVP and Division Head Andrew T Huggins exercised stock options for 19,086 shares and disposed of 38,172 shares.
24 Feb 2022director interest notice● Neutral
SOUTHWESTERN ENERGY CO Vice President and Controller Colin P O'beirne exercised stock options for 17,176 shares and disposed of 34,352 shares.
24 Feb 2022director interest notice● Neutral
SOUTHWESTERN ENERGY CO President and CEO William J Way exercised stock options for 206,110 shares and disposed of 412,220 shares.
10 Feb 2022substantial holder notice● Neutral
The Vanguard Group reported a SOUTHWESTERN ENERGY CO shareholding of 118,811,297 shares (11.71% of votes) in a periodic institutional filing.
8 Feb 2022substantial holder notice● Neutral
Dimensional Fund Advisors LP reported a SOUTHWESTERN ENERGY CO shareholding of 14,547,649 shares (1.40% of votes) in a periodic institutional filing.
7 Feb 2022substantial holder notice● Neutral
BlackRock, Inc reported a SOUTHWESTERN ENERGY CO shareholding of 155,044,357 shares (15.30% of votes) in a periodic institutional filing.
5 Jan 2022securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement covering resales by selling shareholders.
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.
13 Dec 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed the final prospectus for a registered offering.
13 Dec 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed the final prospectus for a registered offering.
10 Dec 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
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.
8 Dec 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
8 Dec 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO amended its automatic shelf registration statement.
8 Dec 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a free-writing prospectus - marketing material for an offering in progress.
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.
4 Nov 2021quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $1598.0 million and a net loss of $1857.0 million for the period ended 2021-09-30.
3 Nov 2021quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $1598.0 million and a net loss of $1857.0 million for the period ended 2021-09-30.
15 Oct 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed the final prospectus for a registered offering.
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.