Southwestern Energy Company (NYSE: SWN) today announced the
Company will release second quarter financial results on August 1,
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
second quarter 2024 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, 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 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 under the “Investors” tab 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 https://investors.chk.com/
and on the SEC’s website.
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 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 “joint 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 joint 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
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.
Investors will be able to obtain free copies of 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 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, 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, will be available free of charge from
Chesapeake’s website at https://investors.chk.com/.
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/20240719920500/en/
Investor Contact Brittany Raiford Vice President,
Investor Relations (832) 796-7906 brittany_raiford@swn.com
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