8-KOther EventsExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Corporate Update (Sep 28, 2017)

Filed September 28, 2017For Securities:EXEEXEELEXEEWEXEEZ

Summary

EXPAND ENERGY Corp (EXE) announced on September 28, 2017, a significant debt issuance through a private placement totaling $850,000,000 in aggregate principal amount of new senior notes. This includes $300,000,000 of additional 8.00% Senior Notes due 2025 and $550,000,000 of new 8.00% Senior Notes due 2027. These notes are being issued as additional tranches of previously issued debt, indicating a strategy to manage and extend the company's debt maturity profile. The issuance is being conducted under Rule 144A and Regulation S, suggesting it is targeted at institutional investors. The primary use of the net proceeds, estimated at approximately $842,000,000, is to fund the company's ongoing tender offers for several existing senior note series with earlier maturity dates. This move suggests a proactive approach to refinancing and potentially reducing near-term debt obligations. If the tender offers are not fully consummated or if proceeds exceed the tender offer costs, any remaining funds will be used for general corporate purposes, including potential credit facility borrowings repayment or other debt repurchases. The closing of this offering is anticipated for October 12, 2017.

Key Highlights

  • 1EXPAND ENERGY Corp is issuing $850 million in aggregate principal amount of new senior notes: $300 million of 8.00% Senior Notes due 2025 and $550 million of 8.00% Senior Notes due 2027.
  • 2The offering is a private placement conducted pursuant to Rule 144A and Regulation S.
  • 3The net proceeds are expected to be approximately $842 million after deducting fees and expenses.
  • 4The primary use of proceeds is to fund tender offers for several existing senior notes with maturities in 2020, 2021, and 2022.
  • 5The 2025 notes are an additional issuance of existing notes, priced at 101.25% of par.
  • 6The 2027 notes are also an additional issuance of existing notes, priced at 99.75% of par.
  • 7The closing of the note issuance is expected on October 12, 2017.

Frequently Asked Questions

The primary purpose of issuing these new senior notes is to raise funds to finance the company's tender offers for its existing senior notes that mature earlier (in 2020, 2021, and 2022). This suggests a strategy to refinance or extend the company's debt maturities.

The company expects to receive net proceeds of approximately $842,000,000 from the sale of the new notes after accounting for the purchasers' discount and estimated expenses.

If the tender offers are not fully consummated or if the net proceeds from the offering exceed the total consideration for the tender offers, the remaining proceeds are intended for general corporate purposes. This could include repaying outstanding debt under its credit facility or repurchasing other indebtedness.

The offering is structured as a private placement under Rule 144A and Regulation S, which typically targets institutional investors and accredited investors, rather than the general public.