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EXPAND ENERGY Corp 8-K Report, Regulation FD Disclosure (Nov 21, 2024)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed November 21, 2024
Period End
November 21, 2024
In the record · 2016–202610-K1310-Q328-K189

EXE filed 13 annual reports (10-K), 32 quarterly reports (10-Q) and 189 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Feb ’19Feb ’19
  2. Bankruptcy8-K · Jan ’21Jan ’21
  3. Leadership change8-K · Dec ’22Dec ’22
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed November 21, 2024. Cited figures are marked; the original filing is the authoritative source.

On November 21, 2024, Expand Energy Corporation (NASDAQ: EXE) filed an 8-K under Item 7.01 (Regulation FD) to announce that the expiration date of its cash tender offer for any and all of its outstanding $500 milliona 5.500% Senior Notes due 2026 has been extended to 5:00 p.m.

New York City time on November 27, 2024, unless further extended or terminated early. The Guaranteed Delivery Time was also moved to 5:00 p.m. New York City time on December 2, 2024.

The filing is an informational disclosure furnished rather than filed, and it does not contain new financial results, guidance, or changes to the company's financial position. The tender offer is a liability management action in which Expand Energy offers to repurchase the 2026 Notes from holders for cash. Consideration is set by a fixed spread of 0 bps over the bid-side yield of the 4.125%b U.S. Treasury due January 31, 2025, measured at 11:00 a.m.

New York City time on the scheduled expiration date. Holders who validly tender and do not withdraw will also receive accrued and unpaid interest through the settlement date, currently expected to be December 3, 2024. J.P.

Morgan Securities LLC and TD Securities (USA) LLC are the dealer managers, and D.F. King & Co., Inc. is the information and tender agent. For investors, the key takeaway is that the company is actively managing its debt maturity profile by seeking to retire $500 millionc of notes due in 2026, which can reduce future refinancing risk and interest burden if successful.

The filing does not state the funding source for the repurchases, and actual outcomes depend on the level of participation by noteholders, which is not disclosed here. The company describes itself as the largest independent natural gas producer in the United States, and the release notes that risks are detailed in its 2023 Form 10-K and 2024 Forms 10-Q.

02—Key points

Key Highlights

  1. Expand Energy extended the expiration of its cash tender offer for its $500 million 5.500% Senior Notes due 2026 to 5:00 p.m. NYC time on November 27, 2024, unless further extended or terminated.
  2. The Guaranteed Delivery Time was extended to 5:00 p.m. NYC time on December 2, 2024.
  3. Tender consideration is priced at a 0 bps fixed spread over the bid-side yield of the 4.125% U.S. Treasury due January 31, 2025, set at 11:00 a.m. NYC time on November 27, 2024.
  4. Holders who validly tender receive accrued and unpaid interest through the expected settlement date of December 3, 2024, in addition to the tender consideration.
  5. J.P. Morgan Securities LLC and TD Securities (USA) LLC are serving as dealer managers; D.F. King & Co., Inc. is the information and tender agent.
  6. The filing is a Regulation FD disclosure furnished under Item 7.01 and is not deemed filed under Section 18 of the Exchange Act; it contains no new financial results or guidance.
  7. The filing does not disclose the funding source for the repurchase, the expected participation level, or the financial impact of the transaction.

03—Questions

Frequently Asked Questions

  1. What is the company asking noteholders to do?

    Holders of the 5.500% Senior Notes due 2026 may tender their notes for cash under the offer. To be eligible, they must validly tender and not validly withdraw before the Expiration Time (currently 5:00 p.m. NYC time on November 27, 2024), or comply with the guaranteed delivery procedures by December 2, 2024.

  2. How is the purchase price determined?

    The tender consideration per $1,000 principal amount equals a 0 bps fixed spread plus the bid-side yield of the 4.125% U.S. Treasury due January 31, 2025, as quoted on Bloomberg FIT3 at 11:00 a.m. NYC time on the expiration date. Accrued and unpaid interest up to, but not including, the settlement date is paid in addition.

  3. Can noteholders withdraw tendered notes?

    Yes. Tendered notes can be withdrawn until the earlier of the Expiration Time or, if the offer is extended, the 10th business day after commencement. Notes can also be withdrawn after the 60th business day following commencement if the offer has not been consummated by then.

  4. How large is the notes issue being targeted and when is settlement expected?

    The 2026 Notes have an outstanding principal amount of $500,000,000. Settlement is currently expected on December 3, 2024, though this date may change if the offer is amended or extended.

  5. Does this filing reveal the company's financial performance or outlook?

    No. The 8-K only announces an extension of the tender offer expiration date and does not include financial statements, earnings results, or guidance. Investors seeking financial performance details should review the company's 10-K for 2023 and 10-Q filings for 2024 referenced in the release.

04—Continue

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