HOUSTON, Sept. 25, 2017 /PRNewswire/ -- Southwestern
Energy Company (NYSE: SWN) (the "Company") today announced early
results of the previously announced cash tender offers (the "Tender
Offers") to purchase (i) any and all of the Company's 4.05% senior
notes due 2020 (the "2020 Notes") and (ii) an amount of the
Company's 4.10% senior notes due 2022 (the "2022 Notes) and 4.95%
senior notes due 2025 (the "2025 Notes" and, together with the 2022
Notes, the "Maximum Tender Offer Notes," and collectively with the
2020 Notes and 2022 Notes, the "Notes") up to an amount equal to
$800 million (subject to increase by
the Company, the "Threshold Amount") less the aggregate purchase
price paid for the 2020 Notes accepted for purchase, excluding
accrued interest (as it may be increased by the Company, the
"Maximum Aggregate Purchase Price").
According to information received from D.F. King & Co., Inc. ("D.F. King"), the Tender Agent and Information
Agent for the Tender Offers, as of 5:00
p.m., New York City time,
on September 22, 2017 (that date and
time, the "Early Tender Time"), the Company had received valid
tenders from holders of the Notes as outlined in the table
below.
|
|
Aggregate
Principal Amount Outstanding
(U.S.
$)
|
Principal Amount
Tendered
(U.S.
$)
|
Principal Amount
Accepted(U.S.
$)
|
Acceptance
Priority Level
|
Total Consideration
per U.S. $1,000 Principal Amount of Notes(1)(2) (U.S.
$)
|
Title of
Notes
|
CUSIP
Number
|
Any and All Tender
Offer Notes:
|
|
|
|
|
|
|
4.05% Senior Notes
due 2020(3)
|
845467AK5
|
$850,000,000
|
$757,617,000
|
$757,617,000
|
N/A
|
$1,070.00
|
|
|
|
|
|
|
|
Maximum Tender
Offer Notes:
|
|
|
|
|
|
|
4.10% Senior Notes
due 2022
|
845467AF6; 845467AH2;
U84517AB4
|
$1,000,000,000
|
$263,339,000
|
None
|
1
|
$960.00
|
4.95% Senior Notes
due 2025(3)
|
845467AL3
|
$1,000,000,000
|
$161,837,000
|
None
|
2
|
$1,005.00
|
________________
|
(1)
|
Does not include
Accrued Interest, which will also be payable to but not including
the applicable settlement date.
|
(2)
|
Includes the Early
Tender Premium.
|
(3)
|
In February and June
2016, Moody's and S&P downgraded certain senior notes of the
Company, increasing the interest rates by 175 basis points
effective July 2016. As a result of downgrades, the interest rate
increased to 5.80% for the 2020 Notes and to 6.70% for the 2025
Notes.
|
Subject to the satisfaction or waiver of all remaining
conditions to the Tender Offers described in the Company's Offer to
Purchase, dated September 11, 2017
(the "Offer to Purchase"), having been either satisfied or waived
by the Company, the Company intends to accept for purchase any and
all of the 2020 Notes, subject to certain limits, validly tendered
(and not validly withdrawn) before the Early Tender Time. The 2020
Notes will be purchased on the "Early Settlement Date," which is
currently expected to occur on the date hereof.
Because the aggregate purchase price of the 2020 Notes expected
to be purchased on the Early Settlement Date exceeds the Threshold
Amount, no 2022 Notes or 2025 Notes will be accepted for purchase
in the Tender Offers. Any 2022 Notes or 2025 Notes tendered prior
to the Early Tender Time, together with all of the 2022 Notes and
2025 Notes tendered after the Early Tender Time, will be returned
to the holders as described in the Offer to Purchase.
Concurrent with the Tender Offers, the Company also solicited
consent from the holders of the 2020 Notes for proposed amendments
(the "Proposed Amendments") to the terms of the 2020 Notes that
would, among other things, amend certain restrictive covenants
contained in the indenture governing the 2020 Notes. As of
the Early Tender Time, holders of $757,617,000 aggregate principal amount of the
2020 Notes, representing 89% of the outstanding 2020 Notes, had
validly tendered their 2020 Notes and were deemed to have delivered
their consents to the Proposed Amendments by virtue of such tender.
As a result, the number of consents required to approve the
Proposed Amendments was received and the Proposed Amendments are
expected to become effective on the date hereof.
Holders of 2020 Notes that were validly tendered (and not
validly withdrawn) prior to the Early Tender Time and accepted for
purchase pursuant to the Tender Offers will receive the applicable
Total Consideration (as set forth in the table above) for such
series, which includes the early tender premium of $50.00 for each series of Notes as set forth in
the Offer to Purchase, together with accrued and unpaid
interest from and including the last interest payment date for the
2020 Notes up to, but not including, the Early Settlement
Date).
The financing condition described in the Offer to Purchase, and
to which the Tender Offers is subject, is expected to be satisfied
on the date hereof.
The Tender Offers will each expire at 12:00 midnight,
New York City time, at the end of
the day on October 6, 2017 (such date
and time, as it may be extended, the "Expiration Date"). Holders of
2020 Notes validly tendered after the Early Tender Time and on or
before the Expiration Date and accepted for purchase pursuant to
the Tender Offers will receive the applicable Tender Offer
Consideration, but no Early Tender Premium, as described in the
Offer to Purchase, plus Accrued Interest (as defined in the Offer
to Purchase). The Tender Offers are subject to the remaining
conditions described in the Offer to Purchase. Full details of the
terms and conditions of the Tender Offers are set forth in the
Offer to Purchase, which is available from D.F. King.
J.P. Morgan Securities LLC ("J.P. Morgan") is the Lead Dealer
Manager in the Tender Offers and Consent Solicitation. D.F. King has been retained to serve as the
Tender Agent and Information Agent for the Tender Offers and
Consent Solicitation. Persons with questions regarding the Tender
Offers and Consent Solicitation should contact J.P. Morgan at (toll
free) (866) 834-4666 or (collect) (212) 834-8553. Requests for the
Offer to Purchase should be directed to D.F. King at (toll free) (866) 406-2283 or by
email to swn@dfking.com.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law. In any jurisdiction in which the Tender Offers are
required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of the Company by the
Dealer Managers, or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Southwestern Energy Company is an independent energy company
whose wholly owned subsidiaries are engaged in natural gas and oil
exploration, development and production, natural gas gathering and
marketing. Additional information on the company can be found on
the Internet at http://www.swn.com.
Forward-Looking Statements
This news release contains forward-looking statements.
Forward-looking statements relate to future events and anticipated
results of operations, business strategies, and other aspects of
our operations or operating results. In many cases you can identify
forward-looking statements by terminology such as "anticipate,"
"intend," "plan," "project," "estimate," "continue," "potential,"
"should," "could," "may," "will," "objective," "guidance,"
"outlook," "effort," "expect," "believe," "predict," "budget,"
"projection," "goal," "forecast," "target" or similar words.
Statements may be forward looking even in the absence of these
particular words. Where, in any forward-looking statement, the
company expresses an expectation or belief as to future results,
such expectation or belief is expressed in good faith and believed
to have a reasonable basis. However, there can be no assurance that
such expectation or belief will result or be achieved. The actual
results of operations can and will be affected by a variety of
risks and other matters including, but not limited to, changes in
commodity prices; changes in expected levels of natural gas and oil
reserves or production; operating hazards, drilling risks,
unsuccessful exploratory activities; limited access to capital or
significantly higher cost of capital related to illiquidity or
uncertainty in the domestic or international financial markets;
international monetary conditions; unexpected cost increases;
potential liability for remedial actions under existing or future
environmental regulations; potential liability resulting from
pending or future litigation; and general domestic and
international economic and political conditions; as well as changes
in tax, environmental and other laws applicable to our business.
Other factors that could cause actual results to differ materially
from those described in the forward-looking statements include
other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with
the Securities and Exchange Commission. Unless legally required,
Southwestern Energy Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SOURCE Southwestern Energy Company