8-K
filed October 1, 2024, 7:59 PM ET
ticker EXE
CIK 0000895126
M&A
confidence high
sentiment positive
materiality 0.95
EXPAND ENERGY Corp (EXE): M&A transaction — Expand Energy closes merger with Southwestern, assumes ~$3.74B in notes, ticker changes to EXE
EXPAND ENERGY Corp
- Merger completed Oct 1, 2024; each Southwestern share exchanged for 0.0867 Expand Energy share.
- Company renamed Expand Energy Corp; Nasdaq ticker changes from CHK to EXE effective Oct 2.
- Board expanded from 7 to 11; adds Catherine Kehr, John Gass, Chip Johnson, Shameek Konar.
- Benjamin Russ leaves EVP/GC role; Christopher Lacy appointed as new EVP/GC with $490K base salary.
- Assumed ~$3.74B aggregate principal of Southwestern senior notes (4.950%-8.375%, 2025-2032 maturities).
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Catherine A. Kehr was appointed as Director at EXPAND ENERGY Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
four new directors, Catherine A. Kehr, John D. Gass, S.P. “Chip” Johnson IV and Shameek Konar
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
S.P. "Chip" Johnson IV was appointed as Director at EXPAND ENERGY Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
four new directors, Catherine A. Kehr, John D. Gass, S.P. “Chip” Johnson IV and Shameek Konar
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Lacy was appointed as Executive Vice President, General Counsel and Corporate Secretary at EXPAND ENERGY Corp.
- Action
- appointed
- Role
- Executive Vice President, General Counsel and Corporate Secretary
Exact text from the filing
On October 1, 2024, the Board announced the appointment of Christopher Lacy as the Company’s Executive Vice President, General Counsel and Corporate Secretary, effective as of October 1, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John D. Gass was appointed as Director at EXPAND ENERGY Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
four new directors, Catherine A. Kehr, John D. Gass, S.P. “Chip” Johnson IV and Shameek Konar
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shameek Konar was appointed as Director at EXPAND ENERGY Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
four new directors, Catherine A. Kehr, John D. Gass, S.P. “Chip” Johnson IV and Shameek Konar
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Benjamin E. Russ departed as Executive Vice President – General Counsel and Corporate Secretary at EXPAND ENERGY Corp.
- Action
- will no longer serve
- Role
- Executive Vice President – General Counsel and Corporate Secretary
Exact text from the filing
Benjamin E. Russ will no longer serve as Executive Vice President – General Counsel and Corporate Secretary of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EXPAND ENERGY Corp: Bylaws amended and restated to update company name to Expand Energy Corporation and increase maximum board size (effective 2024-10-01).
- Change
- bylaw amendment
- Effective
- 2024-10-01
Exact text from the filing
Effective upon the effectiveness of the Name Change Amendment, the Second Amended and Restated Bylaws of the Company were amended and restated (as so amended and restated, the “Bylaws”) to (i) update the Company’s name to “Expand Energy Corporation” and (ii) increase the maximum size of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
EXPAND ENERGY Corp: Company name changed to Expand Energy Corporation via amendment to Second Amended and Restated Certificate of Incorporation (effective 2024-10-01).
- Change
- charter amendment
- Effective
- 2024-10-01
Exact text from the filing
On October 1, 2024, the Company filed an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Oklahoma in order to change its name to “Expand Energy Corporation” (the “Name Change Amendment”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
EXPAND ENERGY Corp underwent a change of control involving Southwestern Energy Company for 0.0867 of a share of Company Common Stock (closed 2024-10-01).
- Action
- change of control
- Counterparty
- Southwestern Energy Company
- Consideration
- 0.0867 of a share of Company Common Stock
- Closing
- 2024-10-01
Exact text from the filing
held by Southwestern as treasury shares, or by the Company, Merger Sub Inc. or Merger Sub LLC, and certain equity awards of Southwestern) was converted into the right to receive 0.0867 (the “Exchange Ratio”) of a share of the Company’s common stock, par value $0.01 per share (“Company Common Stock”). No fractional shares of Company Common Stock were issued in
View on SEC.gov
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