SOUTHWESTERN ENERGY COMPANY HOUSTON, July 20, 2016 /PRNewswire/ -- Southwestern Energy Company (NYSE: SWN) (the "Company") today announced early results of the previously announced cash tender offers (the "Tender Offers") to purchase its outstanding senior notes listed in the table below (collectively, the "Notes") for a maximum aggregate purchase price (excluding accrued interest) of up to $750.0 million (the "Aggregate Maximum 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 July 19, 2016 (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.
Title of CUSIP Number Aggregate Principal Amount Principal Amount Tendered Principal Amount Accepted Acceptance Priority Level Total Consideration per U.S. $1,000
Security Outstanding (U.S. $) Principal Amount of Notes (1)
(U.S. $) (U.S. $)
--- ------- -------
3.30% Senior
Notes due
2018 845467AJ8 $350,000,000 $312,009,000 $312,009,000 1 $1,050.00
------------ --------- ------------ ------------ ------------ --- ---------
7.50% Senior
Notes due
2018 845467AE9 $600,000,000 $484,032,000 $388,405,000 2 $1,087.50
------------ --------- ------------ ------------ ------------ --- ---------
4.05% Senior
Notes due
2020 845467AK5 $850,000,000 $262,092,000 None 3 $1,000.00
------------ --------- ------------ ------------ ---- --- ---------
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(1) Includes the Early Tender Premium (as defined below) but excludes
accrued and unpaid interest.
Subject to the satisfaction or waiver of all remaining conditions to the Tender Offers described in the Company's Offer to Purchase, dated June 29, 2016 (as amended on July 14, 2016 and July 15, 2016, the "Offer to Purchase") having been either satisfied or waived by the Company, the Company intends to accept for purchase all of the 3.30% Senior Notes due 2018 (the "3.30% 2018 Notes") and a prorated amount of the 7.50% Senior Notes due 2018 (the "7.50% 2018 Notes" and, together with the 3.30% 2018 Notes, the "2018 Notes") validly tendered (and not validly withdrawn) before the Early Tender Time, such that the aggregate purchase price for the 2018 Notes equals the Aggregate Maximum Purchase Price. These Notes will be purchased on the "Early Settlement Date," which is currently expected to occur on the date hereof.
Because the Tender Offers have been fully subscribed as of the Early Tender Time, holders who tender Notes after the Early Tender Time will not have any of their Notes accepted for purchase. Any Notes tendered after the Early Tender Time, together with certain of the 7.50% 2018 Notes and all of the 4.05% Senior Notes due 2020 tendered prior to the Early Tender Time, will be returned to the holders as described in the Offer to Purchase.
Payments for 2018 Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable Settlement Date (as such term is defined in the Offer to Purchase). Holders of 2018 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 $30.00 for each series of Notes as set forth in the Offer to Purchase.
As previously announced, the financing condition to which the Tender Offers were subject has been satisfied. 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.
Credit Suisse Securities (USA) LLC ("Credit Suisse") and Mitsubishi UFJ Securities (USA), Inc. ("MUFG") are the Lead Dealer Managers in the Tender Offers. Persons with questions regarding the Amended Tender Offers should contact Credit Suisse at (toll free) (800) 820-1653 or (collect) (212) 538-2147 or MUFG at (toll free) (877) 744-4532 or (collect) (212) 405-7481. Requests for the Offer to Purchase should be directed to D.F. King at (toll free) (866) 406-2283 or (collect) (212) 269-5550 or 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.
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
