8-K
filed October 1, 2024, 7:59 PM ET
CIK 0000007332
M&A
confidence high
sentiment positive
materiality 0.90
SOUTHWESTERN ENERGY CO: M&A transaction — Chesapeake and Southwestern complete merger, rebrand as Expand Energy (EXE); SWN delisted
SOUTHWESTERN ENERGY CO
- Merged company rebranded as Expand Energy; stock begins trading as EXE on Nasdaq Oct 2.
- Each SWN share converted into 0.0867 CHK shares; SWN delisted from NYSE.
- Former SWN CEO William Way and others receive severance of 2.99x base + bonus, plus full equity vesting.
- Four former SWN directors (Kehr, Gass, Konar, Johnson IV) appointed to Expand Energy board.
- Expand Energy to report Q3 2024 results Oct 29; conference call Oct 30.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John P. Kelly departed as other_named_officer at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
Exact text from the filing
2.0 (for John P. Kelly and Colin P. O’Beirne)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chris Lacy departed as Senior Vice President, General Counsel and Secretary at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
- Role
- Senior Vice President, General Counsel and Secretary
Exact text from the filing
Chris Lacy, who was Senior Vice President, General Counsel and Secretary of Southwestern prior to the Effective Time, was appointed as Chesapeake’s Executive Vice President, General Counsel and Corporate Secretary, as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William J. Way departed as other_named_officer at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
Exact text from the filing
2.99 (for William J. Way, Carl F. Giesler, Jr. and Clayton A. Carrell)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Colin P. O'Beirne departed as other_named_officer at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
Exact text from the filing
2.0 (for John P. Kelly and Colin P. O’Beirne)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Clayton A. Carrell departed as other_named_officer at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
Exact text from the filing
2.99 (for William J. Way, Carl F. Giesler, Jr. and Clayton A. Carrell)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
S. P. 'Chip' Johnson IV departed as Director at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
all of the directors and officers of Southwestern, other than the General Counsel, ceased serving in such capacities, immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carl F. Giesler, Jr. departed as other_named_officer at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
Exact text from the filing
2.99 (for William J. Way, Carl F. Giesler, Jr. and Clayton A. Carrell)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shameek Konar departed as Director at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
all of the directors and officers of Southwestern, other than the General Counsel, ceased serving in such capacities, immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John D. Gass departed as Director at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
all of the directors and officers of Southwestern, other than the General Counsel, ceased serving in such capacities, immediately prior to the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Catherine A. Kehr departed as Director at SOUTHWESTERN ENERGY CO.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
all of the directors and officers of Southwestern, other than the General Counsel, ceased serving in such capacities, immediately prior to the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SOUTHWESTERN ENERGY CO underwent a change of control involving Chesapeake Energy Corporation for 0.0867 shares of Chesapeake Common Stock per share of Southwestern Common Stock (closed 2024-10-01).
- Action
- change of control
- Counterparty
- Chesapeake Energy Corporation
- Consideration
- 0.0867 shares of Chesapeake Common Stock per share of Southwestern Common Stock
- Closing
- 2024-10-01
Exact text from the filing
par value $0.01 per share (the “ Southwestern Common Stock ”) issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive 0.0867 (the “ Exchange Ratio ”) shares of Chesapeake Common Stock, with cash paid in lieu of the issuance of any fractional shares, in each case, as provided in the Merger Agreement. In
View on SEC.gov
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