SOUTHWESTERN ENERGY COMPANY (NYSE:SWN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The description of the Amendment (as defined below) in Item 1.01 is incorporated into this item by reference.
SECTION2 – Financial Information
| Item 1.01 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
On September11, 2017, Southwestern Energy Company (the “Company”) entered into Amendment No.1 (the “Amendment”) to the $1,191million secured term loan facility and $743million unsecured revolving facility (such facilities, the “Credit Agreement” and the unsecured revolving credit facility, the “Revolver”) entered into in June 2016. to the Amendment, the Credit Agreement will be amended to reflect the following:
(i) increase the minimum interest coverage ratio to 2.00x commencing with the fiscal quarter ended June30, 2017 and continued over the life of the Credit Agreement;
(ii) modify the minimum liquidity covenant such that either (1)if leverage is less than 4.00x or if the Revolver has been terminated, there is no minimum liquidity covenant, or (2)the Company can elect to replace the minimum liquidity covenant with a maximum leverage ratio of no more than 6.00x for the fiscal quarter ended June30, 2017, and stepping down to 5.50x for the fiscal quarters ending September30, 2017 and December31, 2017, 5.00x for the fiscal quarters ending March31, 2018 and June30, 2018 and 4.50x thereafter;
(iii) modifying the mandatory prepayment and commitment reduction provisions in order to permit the Company to retain the first $500.0million of net cash proceeds from asset sales that would have otherwise been required to prepay amounts outstanding under the Revolver and/or reduce commitments under the Revolver; and
(iv) provide the Company with up to one year to apply the proceeds from the first senior notes offering consummated after the entry into the Amendment to the repayment of certain indebtedness of the Company.
The effectiveness of the Amendment is contingent on the Company’s Amended and Restated Term Loan Credit Agreement with various lenders and Bank of America, N.A., as administrative agent and lender (the “2015 Term Facility”) being repaid in full. As of June30, 2017, $327million remained outstanding under the 2015 Term Facility.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference into this Item 1.01.
| Item 1.01 | Financial Statements and Exhibits. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Amendment No.1, dated September11, 2017, to the Credit Agreement, by and among Southwestern Energy Company, each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent |
SOUTHWESTERN ENERGY CO ExhibitEX-10.1 2 d429384dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 11,…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.
