SOUTHWESTERN ENERGY COMPANY (NYSE:SWN) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 9.01Completion of Acquisition or Disposition of Assets.
On December 3, 2018, Southwestern Energy Company (the “Company”) completed the previously announced disposition to Flywheel Energy Operating, LLC (the “Buyer”) of 50% of the equity in the Company’s subsidiaries that own and operate its Fayetteville Shale exploration and production and related midstream gathering assets, as contemplated by the Membership Interest Purchase Agreement dated as of August 30, 2018, which was filed as Exhibit 2.1 to the Current Report of the Company on Form 8-K filed with the Securities and Exchange Commission on September 4, 2018, as amended as described in Item 9.01 of this Current Report (as so amended, the “Agreement”).The consideration under the Agreement was $1.865 billion, subject to customary adjustments mostly to take into account revenues and expenses that the Company has received for the period from the economic effective date of July 1, 2018, to the closing date, plus the assumption of various obligations.The above description of the disposition does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, including as amended.
Section5 –Corporate Governance and Management
Item 9.01Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
John E. “Jack” Bergeron, Jr., the Company’s Senior Vice President, SWN Advance, will be retiring January 2, 2019. Thefunctions reporting to Mr. Bergeron will be integrated into other existing parts of the Company’s organization. In connection with his retirement and separation, Mr. Bergeron will receive a cash payment of $1,227,366, which includes amounts in lieu of certain unvested restricted stock and restricted stock units.He also will be granting a general release and waiver of claims arising out of his employment and retirement and be subject to continuing confidentiality, nondisparagement and nonsolicitation obligations.Mr. Bergeron’s long-term incentive awards will vest or be forfeited in accordance with the terms of the Company’s 2013 Incentive Plan, as amended, except that options may be exercised for their original terms.
Section 8 –Other Events
Item 9.01Other Events.
On December 3, 2018, the Company entered into a Closing Agreement and First Amendment to Membership Interest Purchase Agreement (the “Amendment”) with the Buyer, a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated in this Current Report by this reference.
Section9 – Financial Statements and Exhibits
Item 9.01Financial Statements and Exhibits.
(b)Pro forma financial information
Unaudited pro forma information of the Company to give effect to the Fayetteville Shale sale is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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Unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 |
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Unaudited pro forma condensed consolidated statements of operation for the nine months ended September 30, 2018 and the year ended December 31, 2017 |
(d) Exhibits.
SOUTHWESTERN ENERGY CO ExhibitEX-2 2 exhibit21.htm CLOSING AGREEMENT AND FIRST AMENDMENT TO MIPA Flywheel Closing Agreement and First MIPA Amendment CLOSING AGREEMENT AND FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Closing Agreement and First Amendment to Membership Interest Purchase Agreement (this “Amendment”) is made and entered into this 3rd day of December,…To view the full exhibit click here
About SOUTHWESTERN ENERGY COMPANY (NYSE:SWN)
Southwestern Energy Company is an independent energy company engaged in natural gas and oil exploration, development and production. The Company operates through two segments: Exploration and Production (E&P) and Midstream Services. Its operations are focused on the development of unconventional natural gas reservoirs located in Pennsylvania, West Virginia and Arkansas. Its operations in northeast Pennsylvania are focused on the unconventional natural gas reservoir known as the Marcellus Shale. Its operations in West Virginia are also focused on the Utica and the Upper Devonian unconventional natural gas and oil reservoirs (Southwest Appalachia). Its operations in Arkansas are primarily focused on an unconventional natural gas reservoir known as the Fayetteville Shale. It has exploration and production activities in Colorado and Louisiana along with other areas. Through its affiliated midstream subsidiaries, it is engaged in natural gas gathering activities in Arkansas and Louisiana.
