Southwestern Energy prices upsized offering of common stock

Southwestern Energy Co. (NYSE: SWN) priced its previously announced underwritten public offering of 86,000,000 shares of its common stock on June 29, 2016. The offering was upsized from the previously announced offering of 75,000,000 shares of Southwestern Energy's common stock. Total gross proceeds of the offering (before underwriter's discounts and commissions and estimated offering expenses) will be approximately $1.1 billion. The underwriter intends to offer the shares from time to time for sale in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. In addition, Southwestern Energy granted the respective underwriters a 30-day option to purchase up to 12,900,000 additional shares of its common stock.

The net proceeds from the offering will be used to repay $375.0 million of the $750.0 million term loan Southwestern Energy entered into in November 2015 under the Amended and Restated Term Loan Credit Agreement with various lenders and Bank of America NA, as administrative agent and lender, and the remaining net proceeds of the offering, together with cash on hand, to fund Southwestern Energy's tender offers to purchase for cash, subject to certain conditions, up to $750.0 million aggregate purchase price, excluding accrued interest, of its 3.30% senior notes due 2018, 7.50% senior notes due 2018 and 4.05% senior notes due 2020. If the Tender Offers are not consummated, or the aggregate amount of securities tendered in the Tender Offers and accepted for payment is less than the net proceeds of the common stock offering dedicated for that purpose, Southwestern Energy may use the remainder of those proceeds for general corporate purposes, including the repayment of additional indebtedness outstanding under the 2015 Term Loan, the completion of wells already drilled or the funding of other capital projects. The net proceeds from any exercise by the underwriters of their option to purchase additional shares of common stock will be used to fund a portion of the Tender Offers or for general corporate purposes as described above. The closing of the offering, which is expected to occur on July 5, 2016, is subject to customary closing conditions.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Mizuho Securities USA Inc. are acting as joint book-running managers for the offering.

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