Expand Energy Corporation Amends Expiration Date for Tender Offer for 5.500% Senior Notes due 2026
21 Novembre 2024 - 1:22PM
Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy”) announced
today that the expiration date for its previously announced cash
tender offer (the “Tender Offer”) for any and all of its
outstanding 5.500% Senior Notes due 2026 (the “2026 Notes”) has
been amended to 5:00 p.m., New York City time, on November 27,
2024, unless extended or earlier terminated (such time and date, as
the same may be extended, the “Expiration Time”).
The Tender Offer is being made pursuant to an
Offer to Purchase, dated November 20, 2024, as amended on November
21, 2024 (as may be further amended or supplemented from time
to time, the “Offer to Purchase”) and the related Notice of
Guaranteed Delivery. The Guaranteed Delivery Time (as defined in
the Offer to Purchase) has also been amended to 5:00 p.m., New York
City time, on December 2, 2024. Certain information regarding the
2026 Notes and the terms of the Tender Offer is summarized in the
table below.
Title of Security |
CUSIP Numbers / ISINs |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
5.500% Senior Notes due 2026 |
144A: 165167DF1 / US165167DF18 Reg S:U16450BA2 / USU16450BA27 |
$500,000,000 |
4.125% due January 31, 2025 |
FIT3 |
0 bps |
|
|
|
|
|
|
Tendered 2026 Notes may be withdrawn at any time
before the earlier of (i) the Expiration Time and (ii) if the
Tender Offer is extended, the 10th business day after the
commencement of the Tender Offer. In addition, tendered 2026 Notes
may be withdrawn at any time after the 60th business day after the
commencement of the Tender Offer if for any reason the Tender Offer
has not been consummated within 60 business days after
commencement. Holders of 2026 Notes must validly tender and not
validly withdraw their 2026 Notes (or comply with the procedures
for guaranteed delivery) before the Expiration Time to be eligible
to receive the consideration for their Notes.
The "Tender Offer Consideration" for each $1,000
principal amount of the 2026 Notes validly tendered, and not
validly withdrawn, and accepted for purchase pursuant to the Tender
Offer will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread for the 2026 Notes
specified above plus the yield based on the bid-side price of the
U.S. Treasury Reference Security specified above, as quoted on the
Bloomberg Bond Trader FIT3 series of pages, at 11:00 a.m. New York
City time, on November 27, 2024, the date on which the Tender Offer
is scheduled to expire.
In addition to the Tender Offer Consideration,
holders of 2026 Notes that are validly tendered and accepted for
purchase will also receive accrued and unpaid interest to, but not
including, the settlement date for the Tender Offer, which is
currently expected to be December 3, 2024.
J.P. Morgan Securities LLC and TD Securities
(USA) LLC are acting as dealer managers for the Tender Offer (the
“Dealer Managers”). For questions regarding the Tender Offer, the
Dealer Managers can be contacted as follows: J.P. Morgan Securities
LLC, Liability Management Group, at (866) 834-4666 (toll-free) or
(212) 834-4818 (collect) and TD Securities (USA) LLC at +1 (866)
584-2096 (toll-free), +1 (212) 827-2842 (collect), or
LM@tdsecurities.com.
Copies of the Offer to Purchase and Notice of
Guaranteed Delivery are available to holders of 2026 Notes from
D.F. King & Co., Inc., the information agent and the tender
agent for the Tender Offer. Requests for copies of the Offer to
Purchase and Notice of Guaranteed Delivery should be directed to
D.F. King & Co., Inc. toll-free at (800) 714-3310, email at
exe@dfking.com or at www.dfking.com/exe.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of any securities.
The Offer to Purchase has not been filed with
the U.S. Securities and Exchange Commission (the “SEC”), nor have
any such documents been filed with or reviewed by any federal or
state securities commission or regulatory authority of any country.
No authority has passed upon the accuracy or adequacy of the Offer
to Purchase or any related documents, and it is unlawful and may be
a criminal offense to make any representation to the contrary. The
Tender Offer is being made solely on the terms and conditions set
forth in the Offer to Purchase. Under no circumstances shall this
press release constitute an offer to buy or a solicitation of an
offer to sell the 2026 Notes or any other securities of Expand
Energy or any of its affiliates. The Tender Offer is not being made
to, nor will Expand Energy accept tenders of 2026 Notes from,
holders in any jurisdiction in which the Tender Offer or the
acceptance thereof would not be in compliance with the securities
of blue sky laws of such jurisdiction. No recommendation is made as
to whether holders should tender their 2026 Notes. Holders of 2026
Notes should carefully read the Offer to Purchase because it
contains important information, including the various terms and
conditions of the Tender Offer.
About Expand Energy
Expand Energy Corporation (NASDAQ: EXE) is the
largest independent natural gas producer in the United States,
powered by dedicated and innovative employees focused on disrupting
the industry’s traditional cost and market delivery model to
responsibly develop assets in the nation’s most prolific natural
gas basins. Expand Energy’s returns-driven strategy strives to
create sustainable value for its stakeholders by leveraging its
scale, financial strength and operational execution. Expand Energy
is committed to expanding America’s energy reach to fuel a more
affordable, reliable, lower carbon future.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements include, but are
not limited to the Tender Offer, as well as statements reflecting
expectations, intentions, assumptions or beliefs about future
events and other statements that do not relate strictly to
historical or current facts. Although Expand Energy’s management
believes the expectations reflected in such forward-looking
statements are reasonable, they are inherently subject to numerous
risks and uncertainties, most of which are difficult to predict and
many of which are beyond Expand Energy’s control. No assurance can
be given that such forward-looking statements will be correct or
achieved or that the assumptions are accurate or will not change
over time. Particular uncertainties that could cause Expand
Energy’s actual results to be materially different than those
expressed in such forward-looking statement include those risks and
uncertainties detailed in Expand Energy’s Annual Report on Form
10-K for the year ended December 31, 2023, Expand Energy’s
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2024, June 30, 2024, and September 30, 2024 and any other documents
that Expand Energy files with the SEC. For a discussion of these
risks, uncertainties and assumptions, investors are urged to refer
to Expand Energy’s documents filed with the SEC that are available
through Expand Energy’s website at www.expandenergy.com or through
EDGAR at www.sec.gov. We caution you not to place undue reliance on
the forward-looking statements contained in this release, which
speak only as of the date of the release, and we undertake no
obligation to update this information. We urge you to carefully
review and consider the disclosures in this release and our filings
with the SEC that attempt to advise interested parties of the risk
and factors that may affect our business.
INVESTOR CONTACT: |
MEDIA CONTACT: |
Chris Ayres(405) 935-8870ir@expandenergy.com |
Brooke Coe(405) 935-8878media@expandenergy.com |
Expand Energy (NASDAQ:EXE)
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