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): September 11, 2017
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-08246 | 71-0205415 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation or organization) | File Number) | Identification No.) |
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
SECTION 7 Regulation FD
Item 7.01 | Regulation FD Disclosure. |
On September 11, 2017, Southwestern Energy Company (the Company) issued press releases announcing that it commenced and priced a registered underwritten public offering of $650 million aggregate principal amount of its senior notes due 2026 and $500 million aggregate principal amount of its senior notes due 2027 (the Notes Offering). The full text of the press releases are listed under Item 9.01 as Exhibits 99.1 and 99.2 and incorporated herein by reference.
On September 11, 2017, the Company also issued a press release announcing that it had commenced cash tender offers (the Tender Offers) to purchase any and all of its 4.05% senior notes due 2020 and up to a certain amount, subject to respective sub-caps and priorities, of its 4.10% senior notes due 2022 and its 4.95% senior notes due 2025. The Tender Offers are subject to the terms and conditions set forth in an Offer to Purchase dated September 11, 2017. The full text of the press release is listed under Item 9.01 as Exhibit 99.3 and incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Companys senior notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
The information in this Current Report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act 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.
SECTION 9 Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release issued by Southwestern Energy Company on September 11, 2017 relating to the commencement of the Notes Offering | |
99.2 | Press release issued by Southwestern Energy Company on September 11, 2017 relating to the pricing of the Notes Offering | |
99.3 | Press release issued by Southwestern Energy Company on September 11, 2017 relating to the Tender Offers |
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.
SOUTHWESTERN ENERGY COMPANY | ||||||
Dated: September 11, 2017 | By: | /s/ Jennifer E. Stewart | ||||
Name: | Jennifer E. Stewart | |||||
Title: | Senior Vice President and Chief Financial Officer - Interim |
EXHIBIT INDEX
Exhibit 99.1
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Corporate Office P.O. Box 12359 Spring, Texas 77391-2359 www.swn.com |
NEWS RELEASE
SOUTHWESTERN ENERGY COMMENCES PUBLIC OFFERING OF $1.15 BILLION OF SENIOR NOTES
Houston, Texas September 11, 2017...Southwestern Energy Company (NYSE: SWN) (the Company) today announced that it is commencing, subject to market conditions, a registered underwritten public offering (the Offering) of $1.15 billion aggregate principal amount of senior notes, consisting of a series of senior, unsecured notes due 2026 (the 2026 Notes) and a series of senior, unsecured notes due 2027 (the 2027 Notes and, together with the 2026 Notes, the Notes).
The Company intends to use approximately $327 million of the net proceeds from the Offering to repay in full and terminate its 2015 Amended and Restated Term Loan with various lenders and Bank of America, N.A., as administrative agent and lender, and the remaining net proceeds of the Offering, together with cash on hand, to fund the concurrently announced tender offers to purchase for cash, subject to certain conditions, (i) any and all of the Companys 4.05% Senior Notes due 2020 (the 2020 Notes) and (ii) subject to certain limits, up to $100 million of each of the Companys 4.10% Senior Notes due 2022 and 4.95% Senior Notes due 2025 subject to the applicable priority levels and caps (collectively, the Tender Offers). If the Tender Offers are not consummated, or the aggregate amount of securities tendered in the Tender Offers and accepted for payment is less than the net proceeds of the Offering dedicated for that purpose, the Company will use the remainder of the net proceeds for other repayments of indebtedness, subject to the terms of the Companys credit facilities.
J.P. Morgan Securites LLC; Citigroup Global Markets Inc.; MUFG Securities Americas Inc.; BofA Merrill Lynch; Credit Agricole Securities (USA) Inc.; Mizuho Securities USA LLC; RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the Offering. The Offering is being made under an automatic shelf registration statement on Form S-3 (Registration No. 333-208074) filed by the Company with the Securities and Exchange Commission (SEC) and only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement has been filed with the SEC to which this communication relates. Prospective investors should read the preliminary prospectus supplement and the accompanying prospectus included in the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. These documents are available at no charge by visiting EDGAR on the SEC website at http://www.sec.gov. When available, copies of the preliminary prospectus supplement, the prospectus supplement and the accompanying base
prospectus related to the Offering may be obtained from the following firm at the address set forth below:
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11711
1-866-803-9204
This news release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of, or any solicitation of an offer to buy, these securities in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities are being offered by means of a prospectus supplement and accompanying prospectus and only to such persons and in such jurisdictions as is permitted under applicable law. The Tender Offers are made subject to the terms of an 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 are deemed to be made on behalf of the Company by the dealer manager 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.
Contact:
Randall Barron
Vice President & Treasurer
(832) 796-4851
randall_barron@swn.com
Jennifer Stewart
Senior Vice President and Chief Financial Officer - Interim
(832) 796-7770
jennifer_stewart@swn.com
Forward-Looking Statements
This news release includes forward-looking statements as defined under federal law, including those related to the Offering and the proposed use of proceeds. There can be no assurance that such expectation or belief will result or be achieved. The Companys future actions and results 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 the Companys 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 the Companys business generally as set forth in its filings with the SEC. Unless legally required, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
###
Exhibit 99.2
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Corporate Office P.O. Box 12359 Spring, Texas 77391-2359 www.swn.com |
NEWS RELEASE
SOUTHWESTERN ENERGY ANNOUNCES PRICING OF PUBLIC OFFERING OF $1.15 BILLION OF SENIOR NOTES
Houston, Texas September 11, 2017...Southwestern Energy Company (NYSE: SWN) (the Company) today announced the pricing of its public offering (the Offering) of $1.15 billion aggregate principal amount of senior notes, consisting of a $650 million series of 7.500% senior, unsecured notes due 2026 (the 2026 Notes) and a $500 million series of 7.750% senior, unsecured notes due 2027 (the 2027 Notes and, together with the 2026 Notes, the Notes). The Notes will be sold to the public at a price of 100.000% of their face value for the 2026 Notes and 100.000% of their face value for the 2027 Notes. The expected settlement date for the Offering is September 25, 2017, subject to the satisfaction of customary closing conditions.
The Company expects to receive net proceeds from the Offering of approximately $1,133,000,000 after deducting the underwriting discounts and estimated offering expenses. The Company intends to use approximately $327 million of the net proceeds from the Offering to repay in full and terminate its 2015 Amended and Restated Term Loan with various lenders and Bank of America, N.A., as administrative agent and lender, and the remaining net proceeds of this Offering, together with cash on hand, to fund the previously announced tender offers to purchase for cash, subject to certain conditions, (i) any and all of the Companys 4.05% Senior Notes due 2020 (the 2020 Notes) and (ii) subject to certain limits, up to $100 million of each of the Companys 4.10% Senior Notes due 2022 and 4.95% Senior Notes due 2025 subject to the applicable priority levels and caps (collectively, the Tender Offers). If the Tender Offers are not consummated, or the aggregate amount of securities tendered in the Tender Offers and accepted for payment is less than the net proceeds of the Offering dedicated for that purpose, the Company will use the remainder of the net proceeds for other repayments of indebtedness, subject to the terms of the Companys credit facilities.
J.P. Morgan Securites LLC; Citigroup Global Markets Inc.; MUFG Securities Americas Inc.; BofA Merrill Lynch; Credit Agricole Securities (USA) Inc.; Mizuho Securities USA LLC; RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the Offering. The Offering is being made under an automatic shelf registration statement on Form S-3 (Registration No. 333-208074) filed by the Company with the Securities and Exchange Commission (SEC) and only by means of a prospectus supplement and accompanying prospectus. A prospectus supplement will be filed with the SEC to which this communication relates. Prospective investors should read the prospectus supplement and the accompanying prospectus included in the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. These documents are available at no charge by visiting EDGAR on
the SEC website at http://www.sec.gov. When available, copies of the preliminary prospectus supplement, the prospectus supplement and the accompanying base prospectus related to the Offering may be obtained from the following firm at the address set forth below:
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11711
1-866-803-9204
This news release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of, or any solicitation of an offer to buy, these securities in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities are being offered by means of a prospectus supplement and accompanying prospectus and only to such persons and in such jurisdictions as is permitted under applicable law. The Tender Offers are made subject to the terms of an 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 are deemed to be made on behalf of the Company by the dealer manager 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.
Contact:
Randall Barron
Vice President & Treasurer
(832) 796-4851
randall_barron@swn.com
Jennifer Stewart
Senior Vice President and Chief Financial Officer - Interim
(832) 796-7770
jennifer_stewart@swn.com
Forward-Looking Statements
This news release includes forward-looking statements as defined under federal law, including those related to the Offering, the proposed use of proceeds and expected settlement date. There can be no assurance that such expectation or belief will result or be achieved. The Companys future actions and results 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 the Companys 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 the Companys business generally as set forth in its filings with the SEC. Unless legally required, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
###
Exhibit 99.3
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Corporate Office P.O. Box 12359 Spring, Texas 77391-2359 www.swn.com |
NEWS RELEASE
SOUTHWESTERN ENERGY ANNOUNCES CASH TENDER OFFERS FOR SENIOR NOTES
Houston, Texas September 11, 2017...Southwestern Energy Company (NYSE: SWN) (the Company) today announced that it has commenced offers to purchase for cash (collectively, the Tender Offers and each a Tender Offer) its outstanding senior notes listed in the table below, upon the terms and conditions described in the Companys Offer to Purchase dated September 11, 2017 (the Offer to Purchase).
Aggregate Principal Amount Outstanding (U.S. $) |
Dollars per U.S. $1,000 Principal Amount of Notes |
|||||||||||||||||||||||||||
Title of Notes |
CUSIP Number |
Maximum Sub-Cap (U.S. $) |
Acceptance Priority Level |
Tender Offer Consideration (U.S. $) |
Early Tender Premium (U.S. $) |
Total Consideration(1)(2) (U.S. $) |
||||||||||||||||||||||
Any and All Tender Offer Notes: |
||||||||||||||||||||||||||||
4.05% Senior Notes due 2020(3) |
845467AK5 | $ | 850,000,000 | N/A | N/A | $ | 1,020.00 | $ | 50.00 | $ | 1,070.00 | |||||||||||||||||
Maximum Tender Offer Notes: |
||||||||||||||||||||||||||||
4.10% Senior Notes due 2022 |
|
845467AF6; 845867AH2; U84517AB4 |
|
$ | 1,000,000,000 | $ | 100,000,000 | (4) | 1 | $ | 910.00 | $ | 50.00 | $ | 960.00 | |||||||||||||
4.95% Senior Notes due 2025(3) |
845467AL3 | $ | 1,000,000,000 | $ | 100,000,000 | (4) | 2 | $ | 955.00 | $ | 50.00 | $ | 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, Moodys 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. |
(4) | The Maximum Aggregate Purchase Price, excluding Accrued Interest, for the Maximum Tender Offer Notes (subject to increase by the Company) will be the Threshold Amount ($800 million) less the aggregate purchase price paid for the 2020 Notes accepted for purchase in the Any and All Tender Offer, excluding Accrued Interest. |
Specifically, the Company is offering to purchase any and all 4.05% senior notes due 2020 (the 2020 Notes) and up to an amount subject to the respective Sub-Caps and priorities (as described below), excluding accrued interest, 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) of the 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). The Tender Offer for the 2020 Notes is referred to herein as the Any and All Tender Offer and the Tender Offers for the Maximum Tender Offer Notes are referred to as the Maximum Tender Offers.
The Company intends to purchase any and all 2020 Notes validly tendered and not validly withdrawn. Subject to the Maximum Aggregate Purchase Price and/or the Sub-Caps (as defined
below, subject to increase by the Company), the amount of a series of Maximum Tender Offer Notes that is purchased in the Maximum Tender Offers on the applicable settlement date will be based on the order of priority (the Acceptance Priority Level) for such series of Maximum Tender Offer Notes set forth in the table above, subject to the proration arrangements applicable to the Maximum Tender Offers. Subject to the Maximum Aggregate Purchase Price, the maximum aggregate purchase price (subject to increase by the Company, the 2022 Notes Sub-Cap) of the 2022 Notes to be paid by the Company will also be limited to $100 million and the maximum aggregate purchase price (subject to increase by the Company, the 2025 Notes Sub-Cap and together with the 2022 Notes Sub-Cap, the Sub-Caps) to paid by the Company for the 2025 Notes will also be limited to $100 million.
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on October 6, 2017, unless extended or terminated by the Company (the expiration date). No tenders submitted after the expiration date will be valid. Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be the applicable tender offer consideration set forth in the above table (with respect to each series of Notes, the Tender Offer Consideration). Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on September 22, 2017 (subject to extension, the early tender time) and accepted for purchase pursuant to the applicable Tender Offer will receive the total consideration that includes the early tender premium for such series of Notes set forth in the table above (the Early Tender Premium and, together with the applicable Tender Offer Consideration, the Total Consideration). Holders of Notes tendering their Notes after the early tender time will not be eligible to receive the Early Tender Premium. All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable settlement date.
Tendered 2020 Notes may be withdrawn from the Tender Offers prior to 5:00 p.m., New York City time, on September 22, 2017, unless extended by the Company. Holders of Notes who tender their Notes after the applicable withdrawal deadline, but prior to the expiration date, may not withdraw their tendered Notes. The Company reserves the right, but is under no obligation, to increase the Maximum Aggregate Purchase Price, the Threshold Amount or the Sub-Caps at any time, subject to applicable law. If the Company increases the Maximum Aggregate Purchase Price, the Threshold Amounts or the Sub-Caps, it does not expect to extend the withdrawal deadlines, subject to applicable law.
The Company reserves the right, but is under no obligation, at any point following the early tender time and before the expiration date, to accept for purchase any 2020 Notes validly tendered prior to the early tender time. The early settlement date will be limited to 2020 Notes tendered prior to the early tender time, will be determined at the Companys option and is currently expected to occur on September 25, 2017, subject to all conditions to the Any and All Tender Offer having been either satisfied or waived by the Company as of the early settlement date. The Company will purchase any remaining 2020 Notes and, subject to the Maximum Aggregate Purchase Price, the Threshold Amount, the Sub-Caps and proration, and 2022 Notes and 2025 Notes that have been validly tendered and accepted in the applicable Tender Offer prior to the expiration date promptly following the expiration date. The final settlement date is expected to occur on October 10, 2017, the first business day following the expiration date.
If an aggregate principal amount of 2020 Notes validly tendered prior to or subsequent to the early tender time such that the aggregate purchase price for such Notes equals or exceeds the Threshold Amount, holders who validly tender 2022 Notes or 2025 Notes will not have any of their Notes accepted for purchase. Acceptance for tenders of Notes of a series may be subject to proration if the aggregate principal amount of such series of Notes validly tendered would result in an aggregate purchase price that exceeds the applicable Sub-Cap.
As part of the Tender Offers, prior to the early tender time, the Company is also soliciting consents (the Consent Solicitation) from the holders of the 2020 Notes for certain proposed amendments that would, among other things, amend certain restrictive covenants contained in the indenture governing the 2020 Notes (the Proposed Amendments). Adoption of the Proposed Amendments with respect to the 2020 Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the 2020 Notes. Each holder tendering 2020 Notes prior to the early tender time will be deemed to have consented to the Proposed Amendments and holders of 2020 Notes may not deliver consents to the Proposed Amendments without tendering their 2020 Notes. If the Proposed Amendments become operative with respect to the 2020 Notes, Holders of the 2020 Notes that do not tender their 2020 Notes prior to the expiration date, or at all, will be bound by the Proposed Amendments, meaning that the 2020 Notes will no longer have the benefit of the existing terms of certain covenants contained in the Indenture. In addition, such Holders will not receive either the Tender Offer Consideration or the Early Tender Premium.
The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes of any series nor on the delivery of a number of consents required to amend the indenture with respect to the 2020 Notes. However, the Tender Offers and Consent Solicitation are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Companys concurrently announced offering of senior notes (the notes offering) resulting in gross proceeds of at least $1.15 billion to the Company.
The Company intends to fund the Tender Offers, including accrued and unpaid interest and fees and expenses payable in connection with the Tender Offers, with proceeds from the notes offering and cash on hand.
The purpose of the Tender Offers is to retire debt. If the Tender Offers are not consummated, or if the amount of Notes accepted for purchase in the Tender Offers results in the payment of less than the Maximum Aggregate Purchase Price, the Company may use the remaining amount of proceeds from the notes offering originally dedicated to the Tender Offers to repay or retire other outstanding debt.
J.P. Morgan Securities LLC is the Dealer Manager in the Tender Offers and Consent Solicitation. D.F. King & Co., Inc. 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 Securities LLC at (toll free) (866) 834-4666 or (collect) (212) 834-8553. Requests for the Offer to Purchase should be directed to D.F. King & Co., Inc. at (toll free) (866) 406-2283 or by email to swn@dfking.com.
None of the Company, the dealer manager, the Tender Agent and Information Agent, the trustees under the indentures governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitation. Holders must make their own decision as to whether to participate in the Tender Offers and Consent Solicitation, and, if so, the principal amount of Notes to tender.
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.
Contact:
Randall Barron
Vice President & Treasurer
(832) 796-4851
randall_barron@swn.com
Jennifer Stewart
Senior Vice President and Chief Financial Officer - Interim
(832) 796-7770
jennifer_stewart@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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