Southwestern Energy Company (NYSE: SWN) today announced the
Company will release fourth quarter financial results on February
22, 2024 after market close, which will be available on
Southwestern’s website at www.swn.com.
Due to the pending merger with Chesapeake Energy Corporation,
Southwestern will not host a conference call or webcast to discuss
fourth quarter 2023 results.
About Southwestern Energy
Southwestern Energy Company (NYSE: SWN) 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. For additional information, please visit www.swn.com and
www.swncrreport.com.
Cautionary Statement About Forward-Looking Statements
The information included herein and in any oral statements made
in connection herewith may be deemed to be forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical fact or present financial
information, included herein that address activities, outcomes and
other matters that Southwestern Energy Company (“Southwestern”) or
Chesapeake Energy Corporation (“Chesapeake”) expects, believes or
anticipates will or may occur in the future, including without
limitation, statements regarding the proposed transaction between
Southwestern and Chesapeake (the “proposed transaction”), the
expected closing of the proposed transaction and the timing thereof
and as adjusted descriptions of the post-transaction company and
its operations, strategies and plans, integration, debt levels and
leverage ratio, capital expenditures, cash flows and anticipated
uses thereof, synergies, opportunities and anticipated future
performance, expected accretion to earnings and free cash flow and
anticipated dividend payments and potential repurchases, are
forward-looking statements. Although we and Chesapeake believe the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance. We and Chesapeake have no obligation and make
no undertaking to publicly update or revise any forward-looking
statements, except as may be required by law.
Forward-looking statements include the items identified in the
preceding paragraph, information concerning possible or assumed
future results of operations and other statements in this report
identified by words such as “anticipate,” “intend,” “plan,”
“project,” “predict,” “estimate,” “continue,” “potential,”
“should,” “could,” “may,” “will,” “shall,” “become,” “objective,”
“guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,”
“budget,” “projection,” “goal,” “forecast,” “model,” “target,” or
similar words. Statements may be forward-looking even in the
absence of these particular words.
You should not place undue reliance on forward-looking
statements. They are subject to known and unknown risks,
uncertainties and other factors that may affect our operations,
markets, products, services and prices and cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. These forward-looking
statements are based on current beliefs of the management of
Southwestern and Chesapeake, based on currently available
information, as to the outcome and timing of future events. In
addition to any assumptions and other factors referred to
specifically in connection with forward-looking statements, risks,
uncertainties and factors that could cause actual results to differ
materially from those indicated in any forward-looking statement
include, but are not limited to: the risk that Southwestern’s and
Chesapeake’s businesses will not be integrated successfully; the
risk that cost savings, synergies and growth from the proposed
transaction may not be fully realized or may take longer to realize
than expected; the risk that the credit ratings of the combined
company or its subsidiaries may be different from what the
companies expect; the possibility that stockholders of Chesapeake
may not approve the issuance of new shares of Chesapeake common
stock in the proposed transaction or that stockholders of
Chesapeake or stockholders of Southwestern may not approve the
proposed transaction; the risk that a condition to closing of the
proposed transaction may not be satisfied, that either party may
terminate the merger agreement or that the closing of the proposed
transaction might be delayed or not occur at all; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the proposed transaction; the risk the parties do not receive
regulatory approval of the proposed transaction; the occurrence of
any other event, change or other circumstances that could give rise
to the termination of the merger agreement; the risk that changes
in Chesapeake’s capital structure and governance could have adverse
effects on the market value of its securities; the ability of
Southwestern and Chesapeake to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and
customers and on Southwestern’s and Chesapeake’s operating results
and business generally; the risk the proposed transaction could
distract management from ongoing business operations or cause
Southwestern and/or Chesapeake to incur substantial costs; the risk
of any litigation relating to the proposed transaction; the risk
that Chesapeake may be unable to reduce expenses or access
financing or liquidity; the impact of COVID-19 or other diseases;
the impact of adverse changes in interest rates and inflation; and
the risk of changes in governmental regulations or enforcement
practices, especially with respect to environmental, health and
safety matters. All such factors are difficult to predict and are
beyond our and Chesapeake’s control, including those detailed in
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K that are available on our website at
www.swn.com and on the website of the Securities and Exchange
Commission (the “SEC”) at www.sec.gov, and 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
Chesapeake’s website at www.chk.com and on the website of the
SEC.
Should one or more of the risks or uncertainties described above
or elsewhere in this report occur, or should underlying assumptions
prove incorrect, actual results and plans could differ materially
from those expressed in any forward-looking statements. We
specifically disclaim all responsibility to update publicly any
information contained in a forward-looking statement or any
forward-looking statement in its entirety and therefore disclaim
any resulting liability for potentially related damages.
All forward-looking statements attributable to us are expressly
qualified in their entirety by this cautionary statement.
Important Additional Information Regarding the Transaction
Will Be Filed with the SEC and Where to Find It
In connection with the proposed transaction between Southwestern
and Chesapeake, Chesapeake intends to file with the SEC a
Registration Statement on Form S-4 (the “Registration Statement”)
to register the shares of Chesapeake’s common stock to be issued in
connection with the proposed transaction. The Registration
Statement will include a document that serves as a prospectus of
Chesapeake and joint proxy statement of Southwestern and Chesapeake
(the “joint proxy statement/prospectus”), and each party will file
other documents regarding the proposed transaction with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT
DOCUMENTS FILED BY SOUTHWESTERN AND CHESAPEAKE WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOUTHWESTERN AND
CHESAPEAKE, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND
RELATED MATTERS.
After the Registration Statement has been declared effective, a
definitive joint proxy statement/prospectus will be mailed to
stockholders of Southwestern and stockholders of Chesapeake as of
the record date. Investors will be able to obtain free copies of
the Registration Statement and the joint proxy
statement/prospectus, as each may be amended from time to time, and
other relevant documents filed by Southwestern and Chesapeake with
the SEC (when they become available) through the website maintained
by the SEC at http://www.sec.gov. Copies of documents filed with
the SEC by Southwestern, including the joint proxy
statement/prospectus (when available), will be available free of
charge from Southwestern’s website at www.swn.com under the
“Investors” tab. Copies of documents filed with the SEC by
Chesapeake, including the joint proxy statement/prospectus (when
available), will be available free of charge from Chesapeake’s
website at www.chk.com under the “Investors” tab.
Participants in the Solicitation
Southwestern and certain of its directors, executive officers
and other members of management and employees, Chesapeake, and
certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from Southwestern’s stockholders and the
solicitation of proxies from Chesapeake’s stockholders, in each
case with respect to the proposed transaction. Information about
Southwestern’s directors and executive officers is available in
Southwestern’s Annual Report on Form 10-K for the 2022 fiscal year
filed with the SEC on February 23, 2023 and its definitive proxy
statement for the 2023 annual meeting of stockholders filed with
the SEC on April 5, 2023, and in the joint proxy
statement/prospectus (when available). Information about
Chesapeake’s directors and executive officers is available in its
Annual Report on Form 10-K for the 2022 fiscal year filed with the
SEC on February 22, 2023 and its definitive proxy statement for the
2023 annual meeting of stockholders filed with the SEC on April 28,
2023, and the joint proxy statement/prospectus (when available).
Other information regarding the participants in the solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the
Registration Statement, the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. Stockholders of
Southwestern, stockholders of Chesapeake, potential investors and
other readers should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240215619546/en/
Investor Contact Brittany Raiford Vice President,
Investor Relations (832) 796-7906 brittany_raiford@swn.com
Grafico Azioni Southwestern Energy (NYSE:SWN)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Southwestern Energy (NYSE:SWN)
Storico
Da Nov 2023 a Nov 2024
