10 Feb 2021substantial holder notice● Neutral
The Vanguard Group reported a SOUTHWESTERN ENERGY CO shareholding of 72,528,442 shares (10.78% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
26 Jan 2021substantial holder notice● Neutral
BlackRock, Inc reported a SOUTHWESTERN ENERGY CO shareholding of 100,016,916 shares (14.90% of votes) in a periodic institutional filing.
12 Jan 2021director interest notice● Neutral
Michael E Hancock became a SOUTHWESTERN ENERGY CO Vice President and Interim CFO and company insider (initial ownership filing).
5 Jan 2021director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Catherine A Kehr received 10,067 shares as part of the equity award.
20 Nov 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO amended an already-effective registration statement.
13 Nov 2020asset acquisition disposition▲ GoodMajor
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.
5 Nov 2020business combination● Neutral
Southwestern and Montage added extra disclosures to the merger proxy statement/prospectus after six lawsuits were filed by purported Montage stockholders; two of the six also name Southwestern. Both companies call the suits meritless and say the added details (on the sale process, Barclays' analyses and fees) are meant only to avoid the cost of litigation. The filing states the S-4 was declared effective Oct 6, 2020, and the Montage vote is still ahead. The filing does not change the merger terms.
29 Oct 2020quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $527.0 million and a net loss of $593.0 million for the period ended 2020-09-30.
29 Oct 2020quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $527.0 million and a net loss of $593.0 million for the period ended 2020-09-30.
8 Oct 2020debt financing● NeutralMajor
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.
6 Oct 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed the final prospectus for a registered offering.
5 Oct 2020director interest notice● Neutral
SOUTHWESTERN ENERGY CO director Catherine A Kehr received 13,216 shares as part of the equity award.
2 Oct 2020business combination● Neutral
Southwestern filed Amendment No. 1 to its merger registration statement, now setting the Montage shareholder vote for Nov 12, 2020, with a record date of Oct 5, 2020. Approval needs a majority of Montage's outstanding shares, and the 90%/10% ownership split and 1.8656 exchange ratio are unchanged. This moves the merger forward; the S-4 is still not declared effective in this filing.
16 Sept 2020business combination● NeutralMajor
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.
27 Aug 2020debt financing● NeutralMajor
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.
27 Aug 2020director interest notice● Neutral
SOUTHWESTERN ENERGY CO director S P Johnson IV received 51,439 shares as part of the equity award.
25 Aug 2020director interest notice● Neutral
S P Johnson IV became a SOUTHWESTERN ENERGY CO director and company insider (initial ownership filing).
20 Aug 2020debt financing● NeutralMajor
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.
20 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
18 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO amended its automatic shelf registration statement.
18 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
18 Aug 2020material agreement▼ BadMajor
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).
18 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a free-writing prospectus - marketing material for an offering in progress.
18 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
12 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a free-writing prospectus - marketing material for an offering in progress.
12 Aug 2020material agreement● Neutral
This amendment to the Aug 12, 2020 Montage filing only adds the full Merger Agreement as an exhibit. It makes no other changes and adds no new terms or figures.
12 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a free-writing prospectus - marketing material for an offering in progress.
12 Aug 2020securities registration● Neutral
SOUTHWESTERN ENERGY CO filed a prospectus supplement for an offering off its existing shelf.
12 Aug 2020business combination● NeutralMajor
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).
30 July 2020quarterly activities report▼ Bad
SOUTHWESTERN ENERGY CO reported quarterly revenue of $410.0 million and a net loss of $880.0 million for the period ended 2020-06-30.