Current Report Filing (8-k)
October 10 2017 - 3:59PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 10, 2017
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-08246
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71-0205415
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10000 Energy Drive
Spring, Texas 77389
(Address of principal executive office) (Zip Code)
(832)
796-1000
(Registrants telephone number, including area code)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On October 10, 2017, Southwestern Energy Company (the Company) announced the final results and expiration of the previously
announced tender offers (the Tender Offers) to purchase for cash (i) any and all of the Companys 4.05% senior notes due 2020 (the 2020 Notes) and (ii) up to an amount of the Companys 4.10% senior notes
due 2022 (the 2022 Notes) and the Companys 4.95% senior notes due 2025 (the 2025 Notes) equal to $800.0 million (the Threshold Amount) less the amount paid in settlement of tendered and accepted 2020
Notes, excluding accrued interest. Because the aggregate purchase price of the 2020 Notes exceeded the Threshold Amount, no 2022 Notes or 2025 Notes were accepted for purchase in the Tender Offers. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SOUTHWESTERN ENERGY COMPANY
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Dated: October 10, 2017
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By:
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/s/ Jennifer E. Stewart
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Name:
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Jennifer E. Stewart
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Title:
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Senior Vice President and
Chief Financial
Officer Interim
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Southwestern Energy Co. (NYSE:SWNC)
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