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 26, 2024
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-08246 |
|
71-0205415 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
10000 Energy Drive
Spring, TX 77389
(Address of principal executive offices) (Zip Code)
(832) 796-1000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
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:
x
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, Par Value $0.01 |
|
SWN |
|
New York Stock Exchange |
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 8.01 Other Events.
On September 26, 2024, Southwestern Energy Company,
a Delaware corporation (NYSE: SWN) (“Southwestern”) and Chesapeake Energy Corporation, an Oklahoma corporation (NASDAQ:
CHK) (“Chesapeake”) issued a joint press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, in relation to the pending combination between Southwestern and Chesapeake, expired at 11:59 ET September 24,
2024. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipates,”
“believes,” “cause,” “continue,” “could,” “depend,” “develop,”
“estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,”
“impact,” “implement,” “increase,” “intends,” “lead,” “maintain,”
“may,” “might,” “plans,” “potential,” “possible,” “projected,”
“reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “will,”
“would” and other similar words or expressions. The absence of such words or expressions does not necessarily mean the statements
are not forward-looking. Forward-looking statements are not statements of historical fact and reflect the current views of Chesapeake
and Southwestern about future events. These forward-looking statements include, but are not limited to, statements regarding the proposed
transaction between Chesapeake and Southwestern, the expected closing of the proposed transaction and the timing thereof and the proforma
combined company and its operations, strategies and plans, synergies and anticipated future performance. Information adjusted for the
proposed transaction should not be considered a forecast of future results. Although we believe our forward-looking statements are reasonable,
statements made regarding future results are not guarantees of future performance and are subject to numerous assumptions, uncertainties
and risks that are difficult to predict. Forward-looking statements are based on current expectations, estimates and assumptions that
involve a number of risks and uncertainties that could cause actual results to differ materially from those projected.
Actual outcomes and results may differ
materially from the results stated or implied in the forward-looking statements included in this communication due to a number of factors,
including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the
definitive agreement; the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner
or at all; risks related to the disruption of management time from ongoing business operations due to the proposed transaction; the risk
that any announcements relating to the proposed transaction could have adverse effects on the market price of Chesapeake’s common
stock or Southwestern’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the
outcome of existing litigation and the risk of any further litigation relating to the proposed transaction; the risk that the proposed
transaction and its announcement could have an adverse effect on the ability of Chesapeake and Southwestern to retain and hire key personnel,
on the ability of Chesapeake to attract third-party customers and maintain its relationships with derivatives counterparties and on Chesapeake’s
operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of the companies,
which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company
may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve
those synergies or benefits and other important factors that could cause actual results to differ materially from those projected; the
volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves; the ability to replace
reserves; environmental risks, drilling and operating risks, including the potential liability for remedial actions or assessments under
existing or future environmental regulations and litigation; exploration and development risks; the effect of future regulatory or legislative
actions on the companies or the industry in which they operate, including the risk of new restrictions with respect to oil and natural
gas development activities; the risk that the credit ratings of the combined business may be different from what the companies expect;
the ability of management to execute its plans to meet its goals and other risks inherent in Chesapeake’s and Southwestern’s
businesses; public health crises, such as pandemics and epidemics, and any related government policies and actions; the potential disruption
or interruption of Chesapeake’s or Southwestern’s operations due to war, accidents, political events, civil unrest, severe
weather, cyber threats, terrorist acts, or other natural or human causes beyond Chesapeake’s or Southwestern’s control; and
the combined company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry.
Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking
statements. Such factors are difficult to predict and may be beyond Chesapeake’s or Southwestern’s control, and may also include
other risks and uncertainties including those detailed in Chesapeake’s annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K that are available on its website at http://investors.chk.com/ and on the Securities and Exchange Commission’s
(the “SEC”) website at http://www.sec.gov, and those detailed in Southwestern’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Southwestern’s website at https://ir. swn.com/CorporateProfile/default.aspx
and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management
at the time the statements are made. Chesapeake and Southwestern undertake no obligation to publicly correct or update the forward-looking
statements in this communication, in other documents, or on their respective websites to reflect new information, future events or otherwise,
except as required by applicable law. All such statements are expressly qualified by this cautionary statement. Readers are cautioned
not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
IMPORTANT ADDITIONAL INFORMATION AND WHERE
TO FIND IT
In connection with the proposed transaction,
Chesapeake filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC that also constitutes
a prospectus of Chesapeake common stock. The Registration Statement was declared effective on May 17, 2024, at which time Chesapeake filed
a final prospectus and Southwestern filed a definitive proxy statement. Chesapeake and Southwestern commenced mailing of the definitive
joint proxy statement/prospectus (the “Proxy Statement/Prospectus”) to their respective shareholders on or about May
17, 2024. Each party may also file other relevant documents regarding the proposed transaction with the SEC. This communication is not
a substitute for the Proxy Statement/Prospectus or for any other document that Southwestern or Chesapeake has filed or may file in the
future with the SEC in connection with the proposed transaction. INVESTORS ARE URGED TO CAREFULLY READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, SOUTHWESTERN, THE PROPOSED TRANSACTION,
THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors and security holders may obtain
free copies of the Form S-4 and the Proxy Statement/Prospectus, as well as other filings containing important information about Chesapeake
or Southwestern, without charge at the SEC’s Internet website (http://www.sec.gov). Copies of the documents filed with the SEC by
Chesapeake may be obtained free of charge on Chesapeake’s website at http://investors.chk.com/. Copies of the documents filed with
the SEC by Southwestern may be obtained free of charge on Southwestern’s website at https://ir.swn.com/CorporateProfile/default.aspx.
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 26, 2024 |
By: |
/s/ Chris Lacy |
| |
Name: |
Chris Lacy |
| |
Title: |
Senior Vice President, General Counsel & Secretary |
Exhibit 99.1
 |
NEWS RELEASE |
Chesapeake
Energy Corporation and Southwestern Energy Company Combination Expected to Close in the First Week of October
Hart-Scott-Rodino Act waiting period has expired
Company to be rebranded as Expand Energy and
trade on NASDAQ under “EXE” ticker symbol
OKLAHOMA
CITY/SPRING, September 26, 2024 – Chesapeake Energy Corporation (NASDAQ: CHK) and Southwestern Energy Company (NYSE:
SWN) today announced the waiting period in connection with the companies’ pending combination under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (“HSR Act”) has expired. The companies expect the merger to close in the first week of October.
Upon closing, the combined company
will be the largest natural gas producer in the U.S. and assume the name Expand Energy Corporation. It will commence public trading on
the NASDAQ under the ticker symbol “EXE” at the open of trading the day after closing.
“The world is short
energy,” said Nick Dell’Osso, Chesapeake’s President and Chief Executive Officer. “With a premium scaled
position across leading natural gas basins in the United States, a peer-leading returns program and a resilient financial
foundation, Expand Energy is uniquely positioned to compete on an international scale to expand America’s energy reach and
deliver opportunity for the world’s energy customers.”
About the Companies
Headquartered in Oklahoma City,
Chesapeake Energy Corporation is powered by dedicated and innovative employees who are focused on discovering and responsibly developing
leading positions in top U.S. oil and gas plays. With a goal to achieve net zero GHG emissions (Scope 1 and 2) by 2035, Chesapeake is
committed to safely answering the call for affordable, reliable, lower carbon energy.
Southwestern Energy Company is
a leading U.S. producer and marketer of natural gas and natural gas liquids focused on responsibly developing large-scale energy assets
in the nation's most prolific shale gas basins. SWN's returns-driven strategy strives to create sustainable value for its stakeholders
by leveraging its scale, financial strength, and operational execution.
Forward-Looking Statements
This press release contains
“forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified
by words such as “anticipates,” “believes,” “cause,” “continue,” “could,”
“depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,”
“guidance,” “have,” “impact,” “implement,” “increase,” “intends,”
“lead,” “maintain,” “may,” “might,” “plans,” “potential,” “possible,”
“projected,” “reduce,” “remain,” “result,” “scheduled,” “seek,”
“should,” “will,” “would” and other similar words or expressions. The absence of such words or expressions
does not necessarily mean the statements are not forward-looking. Forward-looking statements are not statements of historical fact and
reflect the current views of Chesapeake Energy Corporation (“Chesapeake”) and Southwestern Energy Company (“Southwestern”)
about future events. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between
Chesapeake and Southwestern, the expected closing of the proposed transaction and the timing thereof and the proforma combined company
and its operations, strategies and plans, synergies and anticipated future performance. Information adjusted for the proposed transaction
should not be considered a forecast of future results. Although we believe our forward-looking statements are reasonable, statements made
regarding future results are not guarantees of future performance and are subject to numerous assumptions, uncertainties and risks that
are difficult to predict. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number
of risks and uncertainties that could cause actual results to differ materially from those projected.
| |
|
|
| CHK INVESTOR CONTACT: |
CHK MEDIA CONTACT: |
SWN INVESTOR CONTACT: |
|
|
Chris Ayres
(405) 935-8870
ir@chk.com |
Brooke Coe
(405) 935-8878
media@chk.com |
Brittany Raiford
(832) 796-7906
brittany_raiford@swn.com |
|
Actual outcomes and results
may differ materially from the results stated or implied in the forward-looking statements included in this press release due to a number
of factors, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination
of the definitive agreement; the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely
manner or at all; risks related to the disruption of management time from ongoing business operations due to the proposed transaction;
the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Chesapeake’s
common stock or Southwestern’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction;
the outcome of existing litigation and the risk of any further litigation relating to the proposed transaction; the risk that the proposed
transaction and its announcement could have an adverse effect on the ability of Chesapeake and Southwestern to retain and hire key personnel,
on the ability of Chesapeake to attract third-party customers and maintain its relationships with derivatives counterparties and on Chesapeake’s
operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of the companies,
which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company
may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve
those synergies or benefits and other important factors that could cause actual results to differ materially from those projected; the
volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves; the ability to replace
reserves; environmental risks, drilling and operating risks, including the potential liability for remedial actions or assessments under
existing or future environmental regulations and litigation; exploration and development risks; the effect of future regulatory or legislative
actions on the companies or the industry in which they operate, including the risk of new restrictions with respect to oil and natural
gas development activities; the risk that the credit ratings of the combined business may be different from what the companies expect;
the ability of management to execute its plans to meet its goals and other risks inherent in Chesapeake’s and Southwestern’s
businesses; public health crises, such as pandemics and epidemics, and any related government policies and actions; the potential disruption
or interruption of Chesapeake’s or Southwestern’s operations due to war, accidents, political events, civil unrest, severe
weather, cyber threats, terrorist acts, or other natural or human causes beyond Chesapeake’s or Southwestern’s control; and
the combined company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry.
Other unpredictable or unknown factors not discussed in this press release could also have material adverse effects on forward-looking
statements. Such factors are difficult to predict and may be beyond Chesapeake’s or Southwestern’s control, and may also include
other risks and uncertainties including those detailed in Chesapeake’s annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K that are available on its website at http://investors.chk.com/ and on the SEC’s website at http://www.sec.gov,
and those detailed in Southwestern’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K
that are available on Southwestern’s website at https://ir. swn.com/CorporateProfile/default.aspx and on the SEC’s website
at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are
made. Chesapeake and Southwestern undertake no obligation to publicly correct or update the forward-looking statements in this press release,
in other documents, or on their respective websites to reflect new information, future events or otherwise, except as required by applicable
law. All such statements are expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
IMPORTANT ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In connection with the
proposed transaction, Chesapeake filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC that
also constitutes a prospectus of Chesapeake common stock. The Registration Statement was declared effective on May 17, 2024, at which
time Chesapeake filed a final prospectus and Southwestern filed a definitive proxy statement. Chesapeake and Southwestern commenced mailing
of the definitive joint proxy statement/prospectus (the “Proxy Statement/Prospectus”) to their respective shareholders on
or about May 17, 2024. Each party may also file other relevant documents regarding the proposed transaction with the SEC. This communication
is not a substitute for the Proxy Statement/Prospectus or for any other document that Southwestern or Chesapeake has filed or may file
in the future with the SEC in connection with the proposed transaction. INVESTORS ARE URGED TO CAREFULLY READ THE FORM S-4, THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, SOUTHWESTERN,
THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors and security
holders may obtain free copies of the Form S-4 and the Proxy Statement/Prospectus, as well as other filings containing important information
about Chesapeake or Southwestern, without charge at the SEC’s Internet website (http://www.sec.gov). Copies of the documents filed
with the SEC by Chesapeake may be obtained free of charge on Chesapeake’s website at http://investors.chk.com/. Copies of the documents
filed with the SEC by Southwestern may be obtained free of charge on Southwestern’s website at https://ir.swn.com/CorporateProfile/default.aspx.
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