Past year: ▼ 0%(6.38 – 7.58 USD)
Each one in plain English, with the numbers worked through for a shareholder.
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 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement covering resales by selling shareholders.
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.
18 Aug 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
17 Aug 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a free-writing prospectus - marketing material for an offering in progress.
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.
16 Aug 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
16 Aug 2021securities registration● Neutral
SOUTHWESTERN ENERGY CO amended its automatic shelf registration statement.
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.
2 Aug 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO Executive Vice President & CFO Carl Fredrick Giesler received 130,675 shares as part of the equity award.
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.
29 July 2021quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $1050.0 million and a net loss of $609.0 million for the period ended 2021-06-30.
29 July 2021quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $1050.0 million and a net loss of $609.0 million for the period ended 2021-06-30.
28 July 2021director interest notice● Neutral
Carl Fredrick Giesler became a SOUTHWESTERN ENERGY CO Executive Vice President & CFO and company insider (initial ownership filing).
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.
2 July 2021business combination● NeutralMajor
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).
2 July 2021business combination● Neutral
On July 2, 2021, Southwestern filed Indigo's audited 2020 and unaudited Q1 2021 financial statements plus pro forma combined statements, as required for the pending Indigo deal. The filing restates the terms: $400 million cash, 339,270,568 Southwestern shares, and assumption of $700 million of Indigo's 5.375% senior notes due 2029. The assumed notes are a new detail not in earlier context. Indigo's 2020 balance sheet shows total assets of $3.04 billion and long-term debt of $779 million.
9 June 2021debt financing● Neutral
On June 9, 2021, Southwestern signed Amendment No. 10 to its bank credit agreement with JPMorgan as agent. It waives the requirement that Indigo and its subsidiaries guarantee the facility and pledge collateral for it. This supports the pending Indigo acquisition and adds no new borrowing in this filing.
2 June 2021business combination● NeutralMajor
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).
2 June 2021business combination● NeutralMajor
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.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director S P Johnson IV received 37,175 shares as part of the equity award.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Denis Walsh III received a stock option grant for 37,175 shares.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Anne Taylor received a stock option grant for 37,175 shares.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Catherine A Kehr received 37,175 shares as part of the equity award.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Jon A Marshall received 37,175 shares as part of the equity award.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Gregory D Kerley received 37,175 shares as part of the equity award.
20 May 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director John D Gass received a stock option grant for 37,175 shares.
