Southwestern Energy begins cash tender offers, consent solicitation

Chicago, Aug. 16 – Southwestern Energy Co. started cash tender offers for two series of senior notes and a consent solicitation for one of the series, according to a press release.

The company is offering to purchase all of the $617,622,000 outstanding 7½% notes due 2026 (Cusip: 845467AM1) for $1,060 per $1,000 note and some of the $856,454,000 outstanding 4.95% senior notes due 2025 (Cusip: 845467AL3) for $1,095 per $1,000 note (subject to a $167 million cap for the series, upsized from $25 million on Monday after the company priced an upsized offering of new notes).

Due to a ratings downgrade by S&P Global Ratings, the actual coupon currently on the 2025 notes is 6.45%.

The considerations listed above include an early tender premium of $30 per note for noteholders who tender by the early deadline, 5 p.m. ET on Aug. 27. The early deadline is also the withdrawal deadline.

The deadline for the offers is 11:59 p.m. ET on Sept. 13.

Tenders for the 2025 notes may be prorated.

The company is also soliciting consents for the 2026 notes to eliminate certain of the restrictive covenants and certain events of default and reduce the optional redemption notice period under the indenture governing the notes. The company needs consents from noteholders representing a majority of the outstanding principal amount of notes.

Noteholders may not tender their notes without delivering consents, and vice versa.

Early settlement is expected for Aug. 31. Final settlement is planned for Sept. 15.

The tender offers and the consent solicitation are conditioned upon the company receiving proceeds from a substantially concurrent debt financing of at least $1 billion. c

The company expects that it will need approximately $684 million to pay the total consideration for the offers.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) and BofA Securities, Inc. (980 388-3646) are the lead dealer managers and lead solicitation agents.

Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are co-dealer managers and co-solicitation agents.

Global Bondholder Services Corp. (866 807-2200, contact@gbsc-usa.com) is the tender agent and information agent.

Southwestern Energy is a Houston-based natural gas and oil company.

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