| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 8, 2021, Southwestern Energy Company (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, the subsidiary guarantors party thereto (the “Guarantors”), and J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), with respect to the offer and sale (the “Notes Offering”) of $1,150,000,000 aggregate principal amount of 4.750% senior notes due 2032 (the “Notes”). The Notes will be guaranteed by the Guarantors. The Notes will be sold in a registered offering under the Company’s registration statement on Form S-3, as amended (File No. 333-238633). The Notes Offering is expected to close on December 22, 2021, subject to customary closing conditions. The Company intends to use the net proceeds of the Notes Offering, along with net proceeds associated with its proposed term loan credit agreement, borrowings under its revolving credit agreement and cash on hand to fund the cash portion of the Company’s acquisition of GEP Haynesville, LLC, to fund the cash tender offers (the “Tender Offers”) for up to $250,000,000 aggregate principal amount, upsized to $300,000,000, (the “Maximum Tender Amount”), of its 4.95% Senior Notes due 2025 (the “2025 Notes”) and its 7.75% Senior Notes due 2027 (the “2027 Notes), subject to the terms and conditions described in the Offer to Purchase dated November 23, 2021 and to pay a portion of the outstanding balance of its revolving credit agreement.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Guarantors. It also provides for customary indemnification by each of the Company, the Guarantors and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.
The foregoing summary of the material terms of the Underwriting Agreement and the transaction contemplated thereby is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms and is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
