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Southwestern Energy Announces Consent Solicitations Related To Senior Notes

 

HOUSTON, Nov. 21, 2017 /PRNewswire/ -- Southwestern Energy Company (NYSE: SWN) (the "Company") today announced that it is soliciting consents (the "Consent Solicitations") from holders of its outstanding senior notes listed in the table below (the "Notes") to proposed amendments to the indentures (the "Indentures") relating to such Notes.

Title of Notes

CUSIP Number

Aggregate Principal
Amount Outstanding (U.S. $)

Consent Payment per U.S. $1,000
Principal Amount of Notes

4.10% Senior Notes due 2022

845467AF6;
845467AH2;
U84517AB4

$1,000,000,000

$5.00

4.95% Senior Notes due 2025(1)

845467AL3

$1,000,000,000

$5.00



(1)

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 6.70% for the 2025 Notes.

The Consent Solicitations are being made solely upon the terms and conditions described in the Company's Consent Solicitation Statement dated November 21, 2017 (the "Consent Solicitation Statement").  Full details on the terms and conditions of the Consent Solicitations are set forth in the Consent Solicitation Statement.

The Company is soliciting consents ("Consents") from the holders of the 4.10% Senior Notes due 2022 (the "2022 Notes") and the 4.95% Senior Notes due 2025 (the "2025 Notes") for certain proposed amendments that would, among other things, amend certain restrictive covenants contained in the Indentures governing the 2022 Notes and 2025 notes (the "Proposed Amendments"). These amendments would conform the provisions of the supplemental indentures for the Notes to the parallel provisions of the supplemental indentures governing all other series of senior notes, other than the Notes, issued by the Company and currently outstanding, including the Company's 4.05% Senior Notes due 2020 and its recently issued 7.500% Senior Notes due 2026 and 7.750% Senior Notes due 2027.

Adoption of the Proposed Amendments with respect to each of the 2022 Notes and 2025 Notes requires the consent of the holders of at least a majority of the outstanding principal amount of the 2022 Notes and 2025 notes, respectively (the "Requisite Consents"). In the event that the Company receives the Requisite Consents on or prior to the expiration date (as defined below), the Company will pay an aggregate cash payment equal to $5.00 per $1,000 principal amount of Notes for which the Requisite Consents are validly delivered and unrevoked (the "Consent Payment") to the holders who delivered such valid and unrevoked Consents on or prior to the expiration date. No accrued interest will be paid on the Consent Payment. If the Proposed Amendments become operative with respect to the 2022 Notes or 2025 Notes, holders of the 2022 Notes or 2025 notes, as applicable, that do not deliver valid and unrevoked Consents with respect to their 2022 Notes or 2025 Notes, as applicable, prior to the expiration date, or at all, will be bound by the Proposed Amendments, meaning that the 2022 Notes or 2025 Notes, as applicable, will no longer have the benefit of the existing terms of certain covenants contained in the applicable Indenture. In addition, such holders will not receive the Consent Payment.

The Consent Solicitations are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Consent Solicitation Statement, including the receipt of the Requisite Consents.

The Consent Solicitations will expire at 5:00 p.m., New York City time, on November 28, 2017, unless extended or earlier terminated by the Company for either or both series of Notes (the "expiration date").

The Company intends to fund the Consent Solicitations, including fees and expenses payable in connection with the Consent Solicitations, with cash on hand.

Citigroup Global Markets Inc. is the Lead Solicitation Agent, and Credit Agricole Securities (USA) Inc. and MUFG Securities Americas Inc. are the Solicitation Agents. D.F. King & Co., Inc. has been retained to serve as the Information, Tabulation and Paying Agent for the Consent Solicitations. Persons with questions regarding the Consent Solicitations should contact Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (New York) (212) 723-6106; Credit Agricole Securities (USA) Inc. at (toll free) (866) 807-6030 or (collect) (212) 261-7802; or MUFG Securities Americas Inc. at (toll free) (877) 744-4532 or (collect) (212) 405-7481. Requests for the Consent Solicitation Statement 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 Lead Solicitation Agent, the Solicitation Agents, the Information, Tabulation and Paying Agent, the trustees under the indentures governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should deliver Consents in response to the Consent Solicitations. Holders must make their own decision as to whether to participate in the Consent Solicitations, and, if so, the principal amount of Notes in respect of which to deliver Consents.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Consent Solicitations are being made only pursuant to the Consent Solicitation Statement and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Consent Solicitations are required to be made by a licensed broker or dealer, the Consent Solicitations will be deemed to be made on behalf of the Company by the Lead Solicitation Agent and the Solicitation Agents, 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

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