Southwestern Energy’s $900 Million Tender Offer

December 4, 2018

Cleary Gottlieb represented Citigroup as lead dealer manager and lead solicitation agent and MUFG, RBC, Societe Generale, and Wells Fargo as co-dealer managers and co-solicitation agents, in Southwestern Energy’s tender offer.

The transaction consisted of an offer to purchase its 4.1% senior notes due 2022, 4.05% senior notes due 2020, 4.95% senior notes due 2025, 7.5% senior notes due 2026, and 7.75% senior notes due 2027, for up to a maximum aggregate purchase price, excluding accrued and unpaid interest, equal to $902 million.

Southwestern Energy also solicited consents to amend the indentures governing these notes to remove certain covenants and events of default. The tender offer and consent solicitation contemplated an early tender period ending on September 17, 2018, expired on December 3, 2018, and settled on December 4, 2018.

Southwestern Energy is an independent energy company operating exclusively in the United States that is primarily engaged in natural gas, oil, and NGL exploration, development, and production, and focused on creating and capturing additional value through our natural gas gathering and marketing businesses.