Summary
EXPAND ENERGY Corp (EXE) disclosed in its May 12, 2016, 8-K filing that it has engaged in unregistered sales of equity securities through privately negotiated purchase and exchange agreements. The company has issued approximately 28.1 million shares of its common stock, representing about 4.1% of its outstanding shares, in exchange for retiring various senior notes totaling $153 million in principal amount. These transactions were conducted under Section 3(a)(9) of the Securities Act, indicating the exchanges were with existing securityholders without the involvement of external intermediaries or commissions.
Key Highlights
- 1EXPAND ENERGY Corp issued ~28.1 million shares of common stock, representing approximately 4.1% of outstanding shares.
- 2The shares were issued through privately negotiated exchange agreements, not through public offerings.
- 3These stock issuances were in exchange for retiring $153 million in aggregate principal amount of various senior notes.
- 4The transactions were completed between May 5, 2016, and May 11, 2016.
- 5The exchanges were conducted under Section 3(a)(9) of the Securities Act, meaning they were with existing securityholders and without commissions.
- 6The specific notes exchanged include 2.5% Contingent Convertible Senior Notes due 2037, 6.5% Senior Notes due 2017, 2.25% Contingent Convertible Senior Notes due 2038, and Floating Rate Senior Notes due 2019.