Hart-Scott-Rodino Act waiting period has
expired
Company to be rebranded as Expand Energy and
trade on NASDAQ under “EXE” ticker symbol
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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240926900603/en/
CHK INVESTOR CONTACT: Chris Ayres (405) 935-8870
ir@chk.com
CHK MEDIA CONTACT: Brooke Coe (405) 935-8878
media@chk.com
SWN INVESTOR CONTACT: Brittany Raiford (832) 796-7906
brittany_raiford@swn.com
SWN MEDIA CONTACT: Andrew Siegel/Jed Repko Joele Frank
Wilkinson Brimmer Katcher (212) 355-4449
Southwestern Energy (NYSE:SWN)
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De Nov 2024 a Dic 2024
Southwestern Energy (NYSE:SWN)
Gráfica de Acción Histórica
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