Filed
by Southwestern Energy Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject
Company: Southwestern Energy Company
SEC File No.: 001-08246
Date: May 7, 2024
On May
7, 2024, Bill Way, President and Chief Executive Officer of Southwestern Energy Company (“Southwestern”) sent an email to
Southwestern employees, which contained the following:
Dear Colleagues,
Today, an
S-4 form was filed with the SEC, updating the market on the pending merger with Chesapeake. The filing contained the Executive
Officers for the new company, as well as the members of the Board of Directors.
As previously
announced, Nick Dell’Osso will serve as President and CEO. In addition, the following individuals will serve as Executive
Officers of NewCo:
| 1. | Chris
Lacy will serve as Executive Vice President, General Counsel and Corporate Secretary |
| 2. | Mohit
Singh will serve as Executive Vice President and Chief Financial Officer |
| 3. | Josh
Viets will serve as Executive Vice President and Chief Operation Officer |
Mike Wichterich from Chesapeake will serve as Chairman of the Board
of Directors. Joining the Board for NewCo will be John Gass, Catherine Kehr, Shameek Konar and Anne Taylor from Southwestern and Nick
Dell’Osso, Timothy Duncan, Benjamin Duster, Sarah Emerson, Matt Gallagher and Brian Steck from Chesapeake.
The broader
NewCo leadership team, which will be comprised of leaders from both Chesapeake and Southwestern, will be announced in the coming weeks.
Thank
you again for all you are doing to deliver on our business objectives safely and efficiently while also progressing integration
planning for NewCo. We look forward to working together with Chesapeake to build a stronger company that will play a leadership role
in accelerating America’s energy reach.
Please let me know if you have any questions.
Thanks,
Bill
CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This
communication includes certain statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact or present financial information,
included in this communication that address activities, outcomes and other matters that Southwestern or 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, including an expected accretion to earnings and free cash flow and dividend payments, 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 communication 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 shareholders of Chesapeake may not approve the issuance of new
shares of Chesapeake Common Stock in the proposed transaction or that shareholders of Chesapeake or shareholders 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 under
the “Investors” tab and on the website of 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 http://investors.chk.com/ and on the website of the SEC.
Should
one or more of the risks or uncertainties described above or elsewhere in this communication 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 Has Been Filed with the SEC and Where to Find It
In
connection with the proposed transaction between Southwestern and Chesapeake, Chesapeake has filed with the SEC a 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 a joint
proxy statement of each 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 FILEDBY 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 shareholders
of Southwestern and shareholders 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 shareholders and the solicitation of proxies from Chesapeake’s shareholders, 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 2023 fiscal year filed with the SEC on February 22, 2024 and its amendment to its Annual Report on
Form 10-K for the 2023 fiscal year (when available), 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 2023 fiscal year filed with
the SEC on February 21, 2024 and its definitive proxy statement for the 2024 annual meeting of shareholders (when available), 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. Shareholders of Southwestern, shareholders 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
Exhibit
99.A
| NewCo’s Named Executive Officers:
Nick Dell’Osso, Jr.
NewCo President and Chief Executive Officer
Mr. Dell’Osso was appointed President and Chief Executive Officer in October 2021.
He previously served as Executive Vice President and Chief Financial Officer since
November 2010. Prior to that time, he served as Vice President – Finance and Chief
Financial Officer of Chesapeake’s wholly owned midstream subsidiary Chesapeake
Midstream Development, L.P. from August 2008 to November 2010.
Before joining Chesapeake, Mr. Dell’Osso was an energy investment banker with Jefferies & Co. from 2006 to 2008
and Banc of America Securities from 2004 to 2006.
He graduated from Boston College in 1998 and earned his M.B.A. from the University of Texas at Austin in 2003.
Chris Lacy
NewCo Executive Vice President, General Counsel and Corporate Secretary
Mr. Lacy is Senior Vice President, General Counsel and Secretary of Southwestern
Energy. He joined the company in 2014 as chief litigation counsel and has held
various roles of progressively increasing responsibility. Before joining Southwestern
Energy, Chris was with Dewey & LeBouef, LLP and Ahmad, Zavitsanos, Anaipakos,
Alavi & Mensing P.C. and has nearly 20 years of experience representing clients in
the energy industry.
Chris earned his bachelor’s degree in Communication from the University of Texas and his juris doctorate degree
from the University of Houston Law Center where he graduated summa cum laude and served as a Notes and
Comments editor for the Houston Law Review.
Mohit Singh
NewCo Executive Vice President and Chief Financial Officer
Mr. Singh was appointed Executive Vice President and Chief Financial Officer in
December 2021. For the last six years, Mr. Singh has served on the executive
leadership team at BPX Energy, the United States onshore subsidiary of BP. He
most recently led the M&A, corporate land and reserves functions, having previously
served as Head of Business Development and Exploration and as Senior Vice
President – North Business Unit. Prior to joining BPX, Mr. Singh worked as an investment banker focused on
oil and gas transactions for RBC Capital Markets and Goldman Sachs.
A chemical engineer by training, he began his career at Shell Exploration & Production Company where he held
business planning, reservoir engineering and research engineering roles of increasing importance.
Mr. Singh earned a PhD in Chemical Engineering from the University of Houston, an MBA from the University of
Texas and a BTech in Chemical Engineering from the Indian Institute of Technology. |
| Josh Viets
NewCo Executive Vice President and Chief Operating Officer
Mr. Viets was appointed Executive Vice President and Chief Operating Officer in
February 2022. He most recently served as the Vice President, Delaware Basin in
the Permian Basin Business Unit for ConocoPhillips.
Mr. Viets began his career with ConocoPhillips in 2002, working in a variety of tech-nical and leadership roles in the U.S. and the United Kingdom. He has held leadership positions in operations,
engineering, subsurface and asset management. Earlier in his career, he worked as a reservoir and production
engineer supporting a diverse set of assets across the ConocoPhillips portfolio.
Mr. Viets earned a Bachelor of Science in Petroleum Engineering from Colorado School of Mines in 2001. |
Exhibit 99.B
| NewCo’s Board of Directors:
Michael A. Wichterich
Chairman of the Board
Mr. Wichterich has served as Chair of Chesapeake’s Board of Directors since October
2021. He previously served as Chair of the Board of Directors since February 2021,
and as the Company’s Interim Chief Executive Officer from April to October 2021.
Mr. Wichterich is Founder and Chief Executive Officer of Three Rivers Operating
Company LLC, a private exploration and production company with a focus in the
Permian Basin. Prior to founding Three Rivers Operating, Mr. Wichterich served as the Chief Financial Officer of
Texas American Resources, New Braunfels Utilities and Mariner Energy (NYSE: ME). Additionally, Mr. Wichterich
began his career with PricewaterhouseCoopers in its energy auditing practices. Mr. Wichterich also serves as
a board member of Grizzly Energy, Bruin E&P Operating and Extraction Oil and Gas (Nasdaq: XOG). He earned
a B.B.A. from the University of Texas.
Nick Dell’Osso, Jr.
Mr. Dell’Osso was appointed President and Chief Executive Officer in October 2021.
He previously served as Executive Vice President and Chief Financial Officer since
November 2010. Prior to that time, he served as Vice President – Finance and Chief
Financial Officer of Chesapeake’s wholly owned midstream subsidiary Chesapeake
Midstream Development, L.P. from August 2008 to November 2010.
Before joining Chesapeake, Mr. Dell’Osso was an energy investment banker with Jefferies & Co. from 2006 to 2008
and Banc of America Securities from 2004 to 2006.
He graduated from Boston College in 1998 and earned his M.B.A. from the University of Texas at Austin in 2003.
Timothy S. Duncan
Mr. Duncan has served as a member of Chesapeake Energy Corporation’s Board
of Directors since February 2021. Mr. Duncan is the President and Chief Executive
Officer and a founder of Talos Energy Inc. (NYSE: TALO), where he has also served
as a director since April 2012. Prior to Talos Energy, he was the Senior Vice President
of Business Development and a founder of Phoenix Exploration Company LP. Mr.
Duncan is an active member of the Society of Petroleum Engineers, the Independent
Petroleum Association of America, and the National Ocean Industries Association (NOIA). Mr. Duncan currently
serves as the Chairman of NOIA and he served as Vice Chairman in 2020. Additionally, he serves on the board of
the American Cancer Society CEOs Against Cancer Houston Chapter. Mr. Duncan also serves on various academ-ically-focused boards, including the College of Engineering Dean’s Advisory Council and the Foundation Board at
Mississippi State University. Mr. Duncan earned a B.S. in petroleum engineering from Mississippi State University
and an M.B.A. from the Bauer Executive Program at the University of Houston. |
| Benjamin C. Duster, IV
Mr. Duster has served as a member of Chesapeake Energy Corporation’s Board of
Directors since February 2021. He also serves as a member of the Board of Directors
of Weatherford International, plc. (Nasdaq: WFRD). Mr. Duster’s extensive experience
also includes service on the boards of Alaska Communications Systems Group, Inc.
(Nasdaq: ALSK), Netia, S.A. (Warsaw Stock Exchange: NET), RCN Corporation
(Nasdaq: RCN) and Multi-Fineline Electronics (Nasdaq: MFLX). Mr. Duster is Founder
and CEO of Cormorant IV Corporation, LLC, a consulting firm specializing in operational turnarounds and organi-zational transformations. He is a 30-year veteran of Wall Street with extensive experience in M&A and Strategic
Advisory Services in both developed and emerging markets. He earned a B.A. in Economics, with honors, from Yale
University, a J.D. from Harvard Law School and an M.B.A. from Harvard Business School.
Sarah A. Emerson
Ms. Emerson has served as a member of Chesapeake Energy Corporation’s Board
of Directors since February 2021. Ms. Emerson is currently the President of Energy
Security Analysis, Inc. (ESAI) and the Managing Principal at ESAI Energy, LLC, which
conducts research, forecasting and consulting on markets related to global petroleum,
natural gas, NGLs, alternative fuels and vehicle technologies. She joined ESAI upon
the launch of its petroleum consulting practice in 1986. Ms. Emerson also serves as
a Senior Associate at the Center for Strategic and International Studies, and she has been a Senior Fellow at the
Kennedy School at Harvard University. Additionally, she serves on the Advisory Council for the College of Arts and
Sciences at Cornell University. Ms. Emerson earned her M.A. from the Johns Hopkins Nitze School of Advanced
International Studies and her B.A. from Cornell University.
Matt M. Gallagher
Mr. Gallagher has served as a member of Chesapeake Energy Corporation’s Board of
Directors since February 2021. Mr. Gallagher most recently served as President and
Chief Executive Officer of Parsley Energy Inc. (NYSE: PE). He joined Parsley in 2010 to
build its Engineering and Geoscience Department and was named Vice President and
Chief Operating Officer in 2014. He was promoted to President and Chief Operating
Officer in 2017 before being appointed President and Chief Executive Officer in 2019.
Prior to joining Parsley, Mr. Gallagher spent five years at Pioneer Natural Resources (NYSE: PXD). Mr. Gallagher also
serves on the Board of Pioneer. He is currently President and Chief Executive Officer of Greenlake Energy Ventures
and is a Venture Partner at NGP Energy Capital. He earned a B.S. in Petroleum Engineering from the Colorado
School of Mines. |
| John D. Gass
Mr. Gass began his career in 1974 in Chevron’s Gulf of Mexico business unit in New
Orleans, and over the next 38 years held positions of increasing responsibility, including
heading the company’s exploration and production operations in southern Africa and
in Australia and Papua New Guinea. Mr. Gass served as a director of Sasol Chevron
Holdings Ltd and GS Caltex. Mr. Gass also served as a director of Weatherford Interna-tional, Ltd. from 2013 through 2019 and a director of Suncor Energy Inc. from 2014
through 2022.
Catherine A. Kehr
Ms. Kehr retired in 2006 as a Senior Vice President and Director of Capital Research
Company, a division of The Capital Group Companies, one of the world’s largest
investment management organizations and manager of the American Funds. In this
role, Ms. Kehr was responsible for investment analysis and a portfolio manager of
global energy equities. Prior to that, Ms. Kehr was an investment analyst and portfolio
manager with responsibility for global energy high yield debt. Prior to her tenure with
The Capital Group Companies, she held various managerial positions at Atlantic Richfield Company and Payden and
Rygel. In 2002, the Reuters Survey ranked Ms. Kehr among the top 10 individual U.S. fund managers. Ms. Kehr was
a director of California Resources Corporation from February 2015 through May 2017.
Shameek Konar
Mr. Konar served as Chief Executive Officer of Pilot Company (Pilot), one of the lead-ing suppliers of fuel (~1 million barrels a day) to retail and wholesale customers and
the largest operator of travel centers in North America, from 2021 through May 2023.
He also served as Chief Strategy Officer of Pilot from 2017 through 2020. During Mr.
Konar’s tenure at Pilot, he was instrumental in growing Pilot’s energy business through
the execution of several strategic acquisitions and building internal capabilities for
procuring, transporting and supplying fuel. Prior to joining Pilot, Mr. Konar served as Chief Investment Officer, Global
Head of Business Development, of Castleton Commodities International (CCI) from 2015 to 2017. From 2012 to
2015, he served as the Chief Investment Officer and member of the Management Committee of Mercuria Energy
Group (Mercuria). During Mr. Konar’s tenure at both CCI and Mercuria, he oversaw mergers, acquisitions and
operations of physical assets, including oil and gas production, ports, power plants and mines, across each firm’s
commodities merchant platforms globally. Prior to that, Mr. Konar served as Managing Director and Co-Head Global
Commodities and Principal Investing of Goldman Sachs Group (Goldman) from 2009 to 2012, where he focused on
growing Goldman’s physical natural gas and crude oil businesses. From 2003 to 2009, he worked at Constellation
Energy Group and held several positions of increasing responsibility, including as Senior Vice President of Corporate
Strategy and Development and served on the Executive Management Committee of the company. Mr. Konar began
his career in consulting, serving energy companies and working on various energy policy issues in 1995, having
worked at PA Consulting and subsequently Accenture.
Mr. Konar earned a Ph.D. in economics and finance from Vanderbilt University in Nashville and a Bachelor of Arts in
economics and mathematics from St. Stephen’s College in India. Mr. Konar sits on the advisory board of the Haslam |
| School of Business at the University of Tennessee and is a member of the board of directors of The Conservation
Fund, a non-profit organization and the Knoxville Zoo. From 2017 to 2022, he served as a director of One Map
Minerals, a privately held company focusing on the ownership of oil and gas mineral interests.
Brian Steck
Mr. Steck has served as a member of Chesapeake Energy Corporation’s Board of
Directors since February 2021. Mr. Steck is the Co-Founder and Chief Executive Office
of WhiteOwl Energy, LLC. Until August 2020, Mr. Steck served as a Partner at Mangrove
Partners, where he had worked since 2011. Previously, Mr. Steck was Head of U.S.
Equities at Tisbury Capital, and earlier in his career he spent ten years at UBS (NYSE:
UBS) and its predecessors, where he was Global Co-Head of Equity Hedge Fund
Coverage. Mr. Steck previously served on the Board of Directors of Civitas Resources, Inc. (NYSE: CIVI) and its
predecessor, Bonanza Creek Energy, Inc. (NYSE: BCEI), California Resources Corporation (NYSE: CRC) and Penn
Virginia Corporation (Nasdaq: PVAC) (now known as Ranger Oil Corporation). Mr. Steck received a B.S., with the
highest honors, from the University of Illinois at Urbana-Champaign.
Anne Taylor
Ms. Taylor retired in June 2018 from Deloitte, which she joined in 1987. She held
numerous top executive positions with that firm, including Vice Chairman and
Managing Partner of the Houston office, U.S. Chief Strategy Officer, and Global
Leader for e-business. She also was a member of the U.S. Board of Directors, where
she served on the U.S. and Global Nominating Committees, the CEO Evaluation
Committee, and chaired the Strategic Investment Committee. She also served on
the board of Deloitte Consulting LLP.
Ms. Taylor received Bachelor of Science and Master of Science degrees in Engineering from the University of Utah.
She also attended Princeton University for doctorate studies in civil engineering, where she focused on transportation
and mobility. Ms. Taylor currently serves as a director of Group 1 Automotive, Inc. and Chord Energy Corporation,
both publicly traded companies, and as immediate past chairman of the board of Central Houston, Inc., a nonprofit
organization. Ms. Taylor previously served as a director of Whiting Petroleum from 2020 to 2022. She previously
served as an executive board member of the Greater Houston Partnership and United Way of Greater Houston. |
Grafico Azioni Southwestern Energy (NYSE:SWN)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Southwestern Energy (NYSE:SWN)
Storico
Da Feb 2024 a Feb 2025
