As filed with the Securities and Exchange Commission on November 30, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its Charter)
Delaware | 71-0205415 | |
(State or other jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
10000 Energy Drive
Spring, Texas 77389
(832) 796-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Southwestern Energy Company 401(k) Savings Plan
(Full Title of the Plan)
Chris Lacy
Senior Vice President, General Counsel and Secretary
10000 Energy Drive
Spring, Texas 77389
(832) 796-1000
(Name, address, including zip code, telephone number, including area code, of agent for service)
with a copy to:
Matthew R. Pacey, P.C.
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
(713) 836-3600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (Registration Statement) is being filed by Southwestern Energy Company (the Company) for the purpose of registering an additional 750,000 shares of the Companys common stock, par value $0.01 per share (Common Stock) for issuance under the Southwestern Energy Company 401(k) Savings Plan, as amended from time to time (the Plan). Pursuant to General Instruction E to Form S-8, the contents of the Companys Form S-8 Registration Statements previously filed with the Securities and Exchange Commission (the Commission) on June 9, 2005 (File No. 333-125714) as amended by Post-Effective Amendments No. 1 and No. 2 filed with the Commission on June 30, 2006, and January 31, 2007, respectively, November 13, 2012 (File No. 333-184885), February 26, 2016 (File No. 333-209752) and November 30, 2018 (File No. 333-228629) are herein incorporated by reference and made part of this Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed (or will be filed) by the Company with the Commission, are incorporated by reference in this Registration Statement:
(1) The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the Annual Report) filed with the Commission on February 23, 2023; Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2023 filed with the Commission on April 27, 2023; Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2023 filed with the Commission on August 3, 2023; and Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2023 filed with the Commission on November 2, 2023;
(2) The Companys Current Reports on Form 8-K filed with the Commission on January 27, 2023, February 27, 2023, March 22, 2023, May 22, 2023, and June 5, 2023 (Item 5.02 only);
(3) The description of the Companys company stock contained in the Registration Statement on Form 8-A dated October 23, 1981, as amended by Amendment No. 1 filed with the Companys Current Report on Form 8-K dated July 8, 1993 and Amendment No. 2 filed with the Companys Current Report on Form 8-K/A dated August 3, 2006 and set forth in Exhibit 4.1 to the Annual Report, including any amendment or report filed for the purpose of updating such description; and
(4) The Plans Annual Report on Form 11-K for the fiscal year ended December 31, 2022, as filed with the Commission on June 23, 2023.
In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Nothing in this Registration Statement shall be deemed to incorporate any information provided in these documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.
Item 8. Exhibits.
* | Filed herewith. |
Pursuant to the instruction to Item 8 of Form S-8, an opinion of counsel confirming compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA) is not included herein. In lieu thereof, pursuant to Item 8 of Form S-8, the Company has submitted the Plan and any amendment thereto to the Internal Revenue Service (IRS) in a timely manner and has made all changes required by the IRS in order to qualify such Plan.
Pursuant to the requirements of the Securities Act of 1933, Southwestern Energy Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spring, State of Texas, on this 30th day of November, 2023.
SOUTHWESTERN ENERGY COMPANY | ||
By: |
/s/ William J. Way | |
William J. Way | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Way, Carl F. Giesler, Jr., and Christopher W. Lacy or any of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the registrant in the capacities and on the 30th day of November, 2023.
[Signature Page Follows]
Signature | Title | |
/s/ William J. Way |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
William J. Way | ||
/s/ Carl F. Giesler, Jr. |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
Carl F. Giesler, Jr. | ||
/s/ Colin OBeirne |
Vice President, Controller (Principal Accounting Officer) | |
Colin OBeirne | ||
/s/ John D. Gass |
Director | |
John D. Gass | ||
/s/ Sylvester P. Johnson IV |
Director | |
Sylvester P. Johnson IV | ||
/s/ Catherine A. Kehr |
Director | |
Catherine A. Kehr | ||
/s/ Shameek Konar |
Director | |
Shameek Konar | ||
/s/ Greg D. Kerley |
Director | |
Greg D. Kerley | ||
/s/ Jon A. Marshall |
Director | |
Jon A. Marshall | ||
/s/ Patrick M. Prevost |
Director | |
Patrick M. Prevost | ||
/s/ Anne Taylor |
Director | |
Anne Taylor | ||
/s/ Denis J. Walsh III |
Director | |
Denis J. Walsh III |
Exhibit 5.1
609 Main Street
Houston, TX 77002
United States
+1 713 836 3600
www.kirkland.com
November 30, 2023
Southwestern Energy Company
10000 Energy Drive
Spring, Texas 77389
Re: | Southwestern Energy Company |
Registration Statement on Form S-8
We are issuing this opinion in our capacity as special counsel to Southwestern Energy Company, a Delaware corporation (the Company), in connection with the Companys registration under the Securities Act of 1933, as amended (the Act), of the offer and sale of an aggregate of up to 750,000 shares (the Shares) of the Companys Common Stock, par value $0.01 per share (Common Stock), pursuant to the Companys Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) on or about the date hereof, which Shares may be issued from time to time in accordance with the terms of the Southwestern Energy Company 401(k) Savings Plan (as amended from time to time, the Plan).
For purposes of this letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we have deemed necessary for purposes of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the Registration Statement, (iii) the Plan and (iv) the Registration Statement and the exhibits thereto.
For purposes of this letter, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of the officers and other representatives of the Company.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong London Los Angeles Munich New York Paris Salt Lake City Shanghai Washington, D.C.
Southwestern Energy Company
November 30, 2023
Page 2
For purposes of this letter, we have also assumed that the number of shares of Common Stock that the Company is authorized to issue pursuant to its charter exceeds the number of shares of Common Stock outstanding and the number of shares of Common Stock that the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than the issuances of the Shares by at least the number of Shares at all future times relevant to this opinion.
Subject to the assumptions, qualifications and limitations identified in this letter, we are of the opinion that (i) when the Registration Statement related to the Shares becomes effective under the Act, (ii) when the Shares have been duly issued in accordance with the terms of the Plan, (iii) when the Shares are duly countersigned by the Companys registrar and (iv) upon receipt by the Company of the consideration to be paid therefor, the Shares will be validly issued, fully paid and nonassessable.
Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinion expressed herein is rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or Blue Sky laws of the various states to the issuance of the Shares.
This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
Southwestern Energy Company
November 30, 2023
Page 3
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act of the rules and regulations of the Commission.
Very truly yours, |
/s/ Kirkland & Ellis LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Southwestern Energy Company of our report dated February 23, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Southwestern Energy Companys Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
November 30, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the inclusion in or incorporation by reference into the Registration Statement on Form S-8 (including any amendments or supplements thereto, related appendices, and financial statements) of Southwestern Energy Company of our audit letter, dated January 31, 2023, with respect to estimates of reserves and future net revenue to the combined interests of Southwestern Energy Company and its subsidiaries, as of December 31, 2022. We also hereby consent to all references to our firm or such reports included in or incorporated by reference into the Registration Statement.
NETHERLAND, SEWELL & ASSOCIATES, INC. | ||
By: | /s/ Richard B. Talley, Jr. | |
Richard B. Talley, Jr., P.E. | ||
Chief Executive Officer |
Houston, Texas
November 30, 2023
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 23, 2023, appearing in the Annual Report on Form 11-K of the Southwestern Energy Company 401(k) Savings Plan for the year ended December 31, 2022.
/s/ Weaver and Tidwell, L.L.P.
WEAVER AND TIDWELL, L.L.P.
Houston, Texas
November 30, 2023
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
SOUTHWESTERN ENERGY COMPANY
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration | |||||||
Equity | Common Stock, $0.01 par value per share | Rule 457 (c) and (h) | 750,000 | $6.59(2) | $4,942,500.00 | 0.00014760 | $729.52 | |||||||
Total Offering Amounts | $4,942,500.00 | | ||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $729.52 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate number of additional shares of common stock, $0.01 par value per share, of the Registrant (Common Stock) that may be issued to adjust the number of shares issued pursuant to the Southwestern Energy Company 401(k) Savings Plan (the Plan) by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of shares of the Registrants outstanding Common Stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. |
(2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on the average of the high and low prices of the Registrants Common Stock as reported on the New York Stock Exchange on November 29, 2023, which date is within five business days prior to the filing of this Registration Statement. |
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