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Section 1: 8-K (8-K)

8-K

 

 

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 17, 2018

 

 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-08246   71-0205415

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

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.  ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

Supplemental Indenture

On September 17, 2018, Southwestern Energy Company (the “Company”) entered into (i) a third supplemental indenture (the “Supplemental Indenture”) to the indenture dated as of March 5, 2012 (the “2022 Notes Indenture”), by and between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Company’s 4.10% Senior Notes due 2022 (the “2022 Notes”).

The Supplemental Indenture was entered into to effectuate certain amendments to the 2022 Notes Indenture in connection with the consummation of the Company’s consent solicitations, as further described under Item 7.01 of this Current Report on Form 8-K. The Supplemental Indenture, among other things, amends the 2022 Notes Indenture by eliminating the limitation on liens and limitation on sale and leaseback transactions covenants in their entirety, and eliminating certain events of default.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1, and is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure

On September 18, 2018, the Company announced the early results of the previously announced (i) cash tender offers for its 2022 Notes, 4.05% Senior Notes due 2020 (the “2020 Notes”), 4.95% Senior Notes due 2025 (the “2025 Notes”), 7.50% Senior Notes due 2026 (the “2026 Notes”) and 7.75% Senior Notes due 2027 (the “2027 Notes” and, collectively with the 2022 Notes, the 2020 Notes, the 2025 Notes and the 2026 Notes, the “Notes”) and (ii) solicitation of consents from holders of the Notes to amend the indentures governing the Notes to, among other things, modify the reporting covenant (with respect to the indenture governing the 2020 Notes and the 2025 Notes only), eliminate the limitation on liens and limitation on sale and leaseback transactions covenants in their entirety, and eliminate certain events of default.

The Company received the requisite number of consents to amend the 2022 Notes Indenture and entered into the Supplemental Indenture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.


Item 9.01

Financial Statements and Exhibits.

EXHIBIT INDEX

 

Exhibit
No.
  

Description

4.1    Third Supplemental Indenture, dated as of September 17, 2018, between Southwestern Energy Company and The Bank of New York Mellon Trust Company, N.A., as trustee
99.1    Press Release of Southwestern Energy Company, dated September 18, 2018 relating to the early results of its tender offers and consent solicitations

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 18, 2018     By:   /s/ Julian Bott
    Name:   Julian Bott
    Title:   Executive Vice President and Chief Financial Officer
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Section 2: EX-4.1 (EX-4.1)

EX-4.1

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE (“Third Supplemental Indenture”), dated as of September 17, 2018, among (i) SOUTHWESTERN ENERGY COMPANY, a Delaware corporation (the “Company”), (ii) A.W. REALTY COMPANY, LLC, a Texas limited liability company, ANGELINA GATHERING COMPANY L.L.C., a Texas limited liability company, SWN DRILLING COMPANY, LLC, a Texas limited liability company, SWN E & P SERVICES, LLC, a Texas limited liability company, SWN ENERGY SERVICES COMPANY, LLC, a Texas limited liability company, SWN INTERNATIONAL, LLC, a Delaware limited liability company, SWN MIDSTREAM SERVICES, LLC, a Texas limited liability company, SWN PRODUCER SERVICES, LLC, a Texas limited liability company, SWN PRODUCTION COMPANY, LLC, a Texas limited liability company, SWN WATER RESOURCES COMPANY, LLC, a Texas limited liability company and SWN WELL SERVICES, LLC, a Texas limited liability company (each Person in this clause (ii), a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each, a subsidiary of the Company, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of March 5, 2012, a first supplemental indenture (the “First Supplemental Indenture”), dated November 29, 2017 and a second supplemental indenture (the “Second Supplemental Indenture”), dated April 26, 2018 (the Base Indenture as modified by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) providing for the issuance of 4.10% Senior Notes due 2022 (the “Notes”);

WHEREAS, Section 10.2(b) of the Base Indenture provides that under certain circumstances each of the Guaranteeing Subsidiaries may be released and relieved of any obligations under its Note Guarantees (as defined in the Base Indenture);

WHEREAS, the Company has solicited consents from the holders of the Notes (the “Consent Solicitation”) pursuant to the Offer to Purchase and Consent Solicitation Statement, dated September 4, 2018 (the “Offer to Purchase”), to certain proposed amendments (the “Proposed Amendments”) to the Indenture with respect to the Notes as described in the Offer to Purchase and set forth in Section 3 of this Third Supplemental Indenture;

WHEREAS, pursuant to Section 9.2 of the Base Indenture, the Company, each Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Third Supplemental Indenture with the consent of the holders of at least a majority of the outstanding principal amount of the series of Notes in order to amend the Indenture as set forth in Section 3 of this Third Supplemental Indenture;

WHEREAS, the Company has received and caused to be delivered to the Trustee evidence of the consents from holders of a majority in outstanding principal amount of the Notes (excluding any Notes owned by the Company or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company);


WHEREAS, all acts and requirements necessary to make this Third Supplemental Indenture a legal, valid and binding obligation of the Company have been done; and

WHEREAS, the Company has requested and hereby requests that the Trustee join with the Company and the Guaranteeing Subsidiaries in the execution of this Third Supplemental Indenture and the Company has provided the Trustee with a Board Resolution authorizing the execution of and approving this Third Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture.

2. Release of Certain Guaranteeing Subsidiaries. Pursuant to Section 10.2(b)(i) of the Base Indenture and subject to Section 14(b), each of Desoto Gathering Company, LLC, a Texas limited liability company and SWN Production (Arkansas), LLC, a Texas limited liability company (collectively, the “Released Subsidiaries”) is hereby released and relieved of any obligations under its Note Guarantee.

3. Certain Amendments to the Indenture and the Notes. Upon the occurrence of the Tender Offer Completion Event (as defined below), the following amendments shall apply with respect to the Notes:

(a) Section 3.7. Limitation on Liens of the Base Indenture is hereby deleted in its entirety and replaced with the following:

Section 3.7. Reserved. [Reserved].

(b) Section 3.8. Limitation on Sale and Leaseback Transactions of the Base Indenture is hereby deleted in its entirety and replaced with the following:

Section 3.8. Reserved. [Reserved].

(c) Subsection (c) of Section 6.1. Events of Default of the Base Indenture is hereby amended and restated as follows:

“(c) a default for 90 days after notice to the Company by the Trustee, or by the Holders of 25% in aggregate principal amount of the Outstanding Notes, in the performance of the Company’s obligations under (i) Section 3.5 or Section 3.9 of this Indenture or (ii) the Trust Indenture Act.”

 

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(d) Section 1.1 of the Base Indenture is hereby amended by deleting the definition of each term that is used in the Base Indenture only in the sections or subsections thereof that are deleted pursuant to this Section 3.

(e) Any and all references in the Indenture to the sections in the Base Indenture that are deleted or amended pursuant to this Section 3 shall be deleted or amended in their entirety.

(f) Any provision contained in the Notes that relates to the sections in the Base Indenture that are deleted or amended pursuant to this Section 3 shall likewise be deleted or amended so that any such provision contained in such Note will conform to and be consistent with the Indenture, as amended by this Third Supplemental Indenture.

4. Trust Indenture Act Controls. If any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision of the Indenture or this Third Supplemental Indenture that is required to be included in the Indenture or this Third Supplemental Indenture by the Trust Indenture Act of 1939, as amended, as in effect on the date of the Indenture (in the case of the Indenture) or on the date of this Third Supplemental Indenture (in the case of this Third Supplemental Indenture), the provision required by the Trust Indenture Act shall control.

5. No Recourse Against Others. An incorporator, director, officer, employee, stockholder or controlling person, as such, of the Company or any Guaranteeing Subsidiary shall not have any liability for any obligations of the Company under the Notes, the Indenture or this Third Supplemental Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability.

6. Successors. All agreements of the Company and the Guaranteeing Subsidiaries in this Third Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors.

7. Severability. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8. Governing Law.

(a) THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AND THE HOLDERS OF THE NOTES BY THEIR ACCEPTANCE THEREOF EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE, OR THE NOTES OR ANY TRANSACTION RELATED HERETO OR THERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

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(b) The Company and each Guaranteeing Subsidiary hereby:

(i) agrees that any suit, action or proceeding against it arising out of or relating to this Third Supplemental Indenture, the Indenture or the Notes, as the case may be, may be instituted in any federal or state court sitting in The City of New York;

(ii) waives to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum;

(iii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding;

(iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment; and

(v) agrees that service of process by mail to the addresses specified herein shall constitute personal service of such process on it in any such suit, action or proceeding.

(c) Nothing in this Section 8(b) shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

9. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows:

(a) if to the Company: to the address for the Company specified in or pursuant to the Indenture; and

(b) if to the Trustee: to the address for the Trustee specified in or pursuant to the Indenture.

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

10. Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. One signed copy is enough to prove this Third Supplemental Indenture. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.

 

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11. Headings. The headings of the Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

12. Trustee. The Trustee shall not be responsible and makes no representation as to the validity, sufficiency or adequacy of this Third Supplemental Indenture, and it shall not be responsible for the recitals or statements in this Third Supplemental Indenture or in any document issued in connection with the Notes, the Indenture or this Third Supplemental Indenture, all of which are made solely by the Company and the Guaranteeing Subsidiaries other than the Trustee’s certificate of authentication, and the Trustee assumes no responsibility for their correctness.

13. Patriot Act. The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act, the Trustee (like all financial institutions) is required to obtain, verify and record information that identifies each Person or legal entity that opens an account. The parties hereto agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

14. Effect and Effectiveness.

(a) This Third Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this Third Supplemental Indenture shall be read, taken and construed as one and the same instrument. All provisions included in this Third Supplemental Indenture supersede any conflicting provisions included in the Indenture unless not permitted by law. The Trustee accepts the trusts created by the Indenture, as supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this Third Supplemental Indenture.

(b) This Third Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Guaranteeing Subsidiaries and the Trustee; provided, however, that (i) the release of the Released Subsidiaries provided for in Section 2 hereof shall not become operative until the Company consummates the sale of the Released Subsidiaries under the Membership Interest Purchase Agreement dated as of August 30, 2018, by and between the Company and Flywheel Energy Operating, LLC, and (ii) the amendments provided for in Section 3 hereof shall not become operative until (the “Tender Offer Completion Event”) (A) the Company consummates the offer to purchase the Notes in accordance with its terms and in a manner resulting in the purchase of all Notes validly tendered before 5:00 p.m., New York City time, on September 17, 2018, and (B) each holder of Notes that has tendered its Notes pursuant to such offer to purchase shall have received payment for any and all Notes accepted for purchase pursuant to such offer to purchase.

 

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(c) Pursuant to Section 9.2(c) of the Base Indenture, the Company shall furnish the Trustee for distribution to the Holders of Notes with a written notice that sets forth the date when the amendments provided for in Section 3 hereof shall have become operative, along with a brief description of such amendments. Unless and until the Trustee receives such written notice, the Trustee can presume that the amendments have not become operative.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 17, 2018

 

A.W. REALTY COMPANY, LLC

ANGELINA GATHERING COMPANY, L.L.C.

SWN DRILLING COMPANY, LLC

SWN E & P SERVICES, LLC

SWN ENERGY SERVICES COMPANY, LLC

SWN INTERNATIONAL, LLC

SWN MIDSTREAM SERVICES, LLC

SWN PRODUCER SERVICES, LLC

SWN PRODUCTION COMPANY, LLC

SWN WATER RESOURCES COMPANY, LLC

SWN WELL SERVICES, LLC

By:   /s/ Randall Barron
Name:   Randall Barron
Title:   Vice President & Treasurer
SOUTHWESTERN ENERGY COMPANY
By:   /s/ Randall Barron
Name:   Randall Barron
Title:   Vice President & Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:   /s/ Karen Yu
Name:   Karen Yu
Title:   Vice President

[Signature Page to Third Supplemental Indenture]

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Section 3: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

LOGO

NEWS RELEASE

SOUTHWESTERN ENERGY ANNOUNCES EARLY RESULTS AND UPSIZING OF CASH

TENDER OFFERS AND CONSENT SOLICITATIONS FOR SENIOR NOTES

SPRING, Texas – September 18, 2018...Southwestern Energy Company (NYSE: SWN) (the “Company”) today announced the early results and increase in the size of its previously announced offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) up to a maximum aggregate purchase price (subject to the respective sub-caps and Acceptance Priority Levels as set forth in the table below), excluding accrued interest, equal to $900 million of the Company’s 4.10% senior notes due 2022 (the “2022 Notes”), 4.05% senior notes due 2020 (the “2020 Notes”), 4.95% senior notes due 2025 (the “2025 Notes”), 7.50% senior notes due 2026 (the “2026 Notes”) and 7.75% senior notes due 2027 (the “2027 Notes” and, together with the 2022 Notes, the 2020 Notes, the 2025 Notes and the 2026 Notes, the “Notes”) and related Consent Solicitations (as defined below), upon the terms and conditions described in the Company’s Offer to Purchase and Consent Solicitation Statement dated September 4, 2018 (the “Offer to Purchase”). The maximum aggregate purchase price of the Tender Offers, excluding accrued interest, has been increased to $901,728,320, the amount sufficient to allow the purchase of $900 million aggregate principal amount of Notes of the series described below.

According to information received from Global Bondholder Services Corporation (“GBSC”), the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations, as of 5:00 p.m., New York City time, on September 17, 2018 (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.

 

Series of Notes

  CUSIP / ISIN
Number
    Aggregate
Principal
Amount

Outstanding ($)
    Sub-Cap ($)     Acceptance
Priority Level
  Principal Amount
Tendered ($)
    Total
Consideration
per $1,000
Principal
Amount of
Notes ($)(1)(2)
    Final
Proration
Factor
 

4.10% Senior Notes due 2022

   

845467AF6;
845467AH2/
U84517AB4
 
 
 
  $ 1,000,000,000       N/A     1   $ 787,210,000     $ 1,000.00       100.0

4.05% Senior Notes due 2020(3)

    845467AK5     $ 91,557,000       N/A     2   $ 40,028,000     $ 1,025.00       100.0

4.95% Senior Notes due 2025(3)

    845467AL3     $ 1,000,000,000       N/A     3   $ 218,600,000     $ 1,010.00       33.4 %(4) 

7.50% Senior Notes due 2026

    845467AM1     $ 650,000,000     $ 50,000,000     4   $ 76,373,000     $ 1,052.50       0

7.75% Senior Notes due 2027

    845467AN9     $ 500,000,000     $ 50,000,000     5   $ 95,268,000     $ 1,060.00       0

 

(1)

Does not include accrued interest, which will also be payable as provided herein.

(2)

Includes the Early Tender Premium (as defined below).

(3)

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 these downgrades, the interest rate increased to 5.80% for the 2020 Notes and to 6.70% for the


  2025 Notes. In April and May 2018, S&P and Moody’s upgraded certain senior notes, decreasing the interest rates by 50 basis points effective July 2018. The first coupon payment to the bondholders at the lower interest rate will be paid in January 2019. As a result of these upgrades, the interest rate decreased to 5.30% for the 2020 Notes and to 6.20% for the 2025 Notes. The first coupon payment to the bondholders at the lower interest rate will be paid in January 2019.
(4)

Rounded to the nearest tenth of a percentage point for presentation purposes.

Because the purchase of all Notes validly tendered in the Tender Offers would cause the Company to purchase an aggregate principal amount of Notes that would result in an aggregate purchase price, excluding accrued interest, in excess of $901,728,320, subject to the satisfaction or waiver of all conditions to the Tender Offers described in the Offer to Purchase, the Company intends to accept for purchase (a) all tendered 2022 Notes and 2020 Notes (b) only $72,762,000 principal amount of 2025 Notes, and (c) none of the 2026 Notes and 2027 Notes. If accepted, the Company intends to pay holders of 2025 Notes tendered on or prior to the Early Tender Time on a pro rata basis according to the proration procedures described in the Offer to Purchase.

Notes that have been validly tendered on or prior to the Early Tender Time cannot be withdrawn, except as may be required by applicable law. Because the Tender Offers were oversubscribed at the Early Tender Time, holders of Notes who tender after the Early Tender Time will not have any of their Notes accepted for purchase. Any tendered Notes that are not accepted for purchase will be returned or credited without expense to the holder’s account.

Holders of Notes that were validly tendered prior to the Early Tender Time and that are accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Total Consideration for each series of Notes as set forth in the table above, which includes the early tender premium of $50.00 per $1,000 principal amount of Notes (the “Early Tender Premium”), together with accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the settlement date.

As part of the Tender Offers, the Company also solicited consents (the “Consent Solicitations”) from the holders of Notes to certain proposed amendments described in the Offer to Purchase to remove certain restrictive covenants and events of default contained in the indentures governing the Notes (the “Proposed Amendments”). As of the Early Tender Time, holders of $787,210,000 aggregate principal amount of the 2022 Notes, representing approximately 78.72% of the outstanding 2022 Notes had validly tendered their 2022 Notes and were deemed to have delivered their consents to the Proposed Amendments with respect to such series by virtue of such tender. As a result, the number of consents required to approve the Proposed Amendments with respect to the 2022 Notes have been received, and such Proposed Amendments are expected to become effective on or promptly following the date hereof upon the execution of a supplemental indenture to the indenture governing the 2022 Notes. The Proposed Amendments with respect to the 2022 Notes will not become operative until the Company consummates the Tender Offer with respect to the 2022 Notes in accordance with its terms and in a manner resulting in the purchase of all 2022 Notes validly tendered prior to the Early Tender Time. The consents required to approve the Proposed Amendments with respect to the 2020 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes were not obtained by the Company and therefore the indentures governing such Notes will not be amended and will remain in effect in their present form.

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 each series of Notes. However, the Tender Offers and Consent Solicitations are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to


Purchase, including the Company’s consummation of the sale under the Membership Interest Purchase Agreement dated as of August 30, 2018, by and between the Company and Flywheel Energy Operating, LLC, the Company’s subsidiary that owns and operates its Fayetteville Shale exploration and production and related midstream gathering assets (the “Fayetteville Sale”).

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 Fayetteville Sale.

The Tender Offers will each expire at 11:59 p.m., New York City time, on October 1, 2018, unless extended or terminated by the Company (the “Expiration Date”).

Citigroup Global Markets Inc. is the Lead Dealer Manager and Lead Solicitation Agent in the Tender Offers and Consent Solicitations and MUFG Securities Americas Inc., RBC Capital Markets, LLC, SG Americas Securities, LLC and Wells Fargo Securities, LLC are Co-Dealer Managers and Co-Solicitation Agents in the Tender Offers and Consent Solicitations. GBSC has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitations should contact Citigroup Global Markets Inc. at (toll free) (800) 558-3745 or (collect) (212) 723-6106. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (toll free) (866) 807-2200 or by email to [email protected].

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 and Consent Solicitations 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.

About Southwestern Energy Company

Southwestern Energy Company (NYSE: SWN) is an independent energy company whose wholly-owned subsidiaries are engaged in natural gas, natural gas liquids and oil exploration, development, production, gathering and marketing. Additional information about the Company is available at www.swn.com.

Contact:

Randall Barron

Vice President & Treasurer

(832) 796-4851

[email protected]

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, or the consummation of the Fayetteville Sale; 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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