The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit 2.3 to this Current Report on Form 8-K, and incorporated herein by reference.
Supplemental Indentures
Following the closing of the Merger, GEPH became a guarantor of Southwestern’s credit agreements. In addition, Southwestern entered into supplemental indentures to the indentures governing Southwestern’s 4.100% Senior Notes due 2022 (the “2022 Notes”), 4.950% Senior Notes due 2025 (the “2025 Notes”), 7.750% Senior Notes due 2027 (the “2027 Notes”), 8.375% Senior Notes due 2028, 5.375% Senior Notes due 2029, 5.375% Senior Notes due 2030 and 4.750% Senior Notes due 2032 (collectively, the “Notes”) to add GEPH as a guarantor of those Notes.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the supplemental indentures, each of which is incorporated herein by reference into and is attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the “Introductory Note” of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
In accordance with the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Southwestern acquired all of the outstanding units of GEPH in exchange for the consideration described below. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub merged with and into GEPH, with GEPH continuing as the surviving company (the “Merger”) and a wholly-owned subsidiary of Southwestern.
Under the terms and conditions of the Merger Agreement, on December 31, 2021, each issued and outstanding Preferred Unit (as defined in the Merger Agreement) was redeemed in full for an aggregate amount in cash for all Preferred Units equal to $1,165,000,000, without interest. The aggregate consideration paid to the holders of Company Units (as defined in the Merger Agreement) in the transaction consisted of approximately $103,500,000 in cash and 99,337,748 shares of Southwestern common stock (the “Stock Consideration”), as adjusted pursuant to the Merger Agreement.
The description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to Southwestern’s Current Report on Form 8-K filed with the Commission on November 5, 2021 and incorporated herein by reference.
Item 8.01 Other Events.
Southwestern issued a notice of redemption to holders of its 2022 Notes to redeem all issued and outstanding 2022 Notes on January 24, 2022 in accordance with the indenture governing the 2022 Notes.
On December 30, 2021, the previously announced cash tender offers (the “Tender Offers”) by Southwestern to purchase for cash up to $300,000,000 aggregate principal amount (the “Maximum Tender Amount”) of its 2025 Notes and its 2027 Notes expired. As of the expiration time, $401,547,000 aggregate principal amount of 2025 Notes had been validly tendered. Because the increased Maximum Tender Amount was exceeded by the aggregate principal amount of 2025 Notes tendered in the Tender Offers, the Company did not purchase any tendered 2027 Notes. On December 31, 2021, the Company purchased the Maximum Tender Amount of the 2025 Notes, with such amount being prorated across all 2025 Notes, validly tendered.
On December 31, 2021, Southwestern issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
