8-KLeadership ChangesOther Events

EXPAND ENERGY Corp 8-K Report, Executive Changes (Sep 27, 2016)

Filed September 27, 2016For Securities:EXEEXEELEXEEWEXEEZ

Summary

Expand Energy Corp. (EXE) filed an 8-K on September 27, 2016, announcing significant changes to its Board of Directors and providing updates on its divestiture of the Barnett Shale assets and the results of its recent tender offers. Two independent directors, Vincent J. Intrieri and John J. Lipinski, have resigned from the Board. Their departures were stated to be without disagreement regarding company matters. This board refreshment may signal a shift in strategic direction or governance focus for the company. Furthermore, the company provided an update on its sale of substantially all of its Barnett Shale operating interests. Initially agreed to be sold to Saddle Barnett Resources, the transaction's counterparty has now shifted to an affiliate of Total S.A. The terms of the sale remain largely unchanged, with nominal cash consideration and the assumption of responsibility for restructuring existing gathering and transportation agreements by the buyer. The deal is expected to close in Q4 2016, subject to certain conditions, including Total's satisfaction with these agreements. The company also reported successful completion of its tender offers for both non-convertible and convertible senior notes, repurchasing a significant aggregate principal amount of debt.

Key Highlights

  • 1Two independent directors, Vincent J. Intrieri and John J. Lipinski, resigned from the Board of Directors.
  • 2Director resignations were not due to any disagreements with the company's operations, policies, or practices.
  • 3The sale of the Barnett Shale operating area to Saddle Barnett Resources has been restructured, with an affiliate of Total S.A. now the counterparty.
  • 4The terms of the Barnett Shale asset sale remain substantially identical, with Total S.A. assuming responsibility for gathering and transportation agreements.
  • 5The Barnett Shale transaction is expected to close in the fourth quarter of 2016, contingent on Total's satisfaction with certain agreements.
  • 6Expand Energy Corp. successfully completed tender offers for its non-convertible and convertible senior notes.
  • 7Approximately $897.7 million in principal of non-convertible notes and $708.0 million in principal of convertible notes were accepted for purchase.

Frequently Asked Questions

Vincent J. Intrieri and John J. Lipinski resigned from the Board of Directors. The company stated that their decisions were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Expand Energy Corp. is selling substantially all of its interests in the Barnett Shale operating area. The buyer has changed from Saddle Barnett Resources to an affiliate of Total S.A., but the terms remain largely the same. The transaction involves nominal cash consideration and the buyer taking over the responsibility of restructuring existing gathering and transportation agreements. The deal is anticipated to close in Q4 2016, subject to Total's satisfaction with these restructured agreements.

Expand Energy Corp. successfully repurchased a significant portion of its outstanding debt through two concurrent tender offers. Approximately $897.7 million aggregate principal amount of non-convertible notes and $708.0 million aggregate principal amount of convertible notes were accepted for purchase. This indicates a substantial reduction in the company's outstanding debt obligations.

The involvement of a major energy player like Total S.A. as the counterparty could bring more financial stability and expertise to the transaction. However, the condition that Total must be satisfied with new or amended gathering and transportation agreements places significant control with Total, and the agreement does not obligate Total to use efforts to satisfy this condition, which introduces some uncertainty regarding the closing of the transaction.