| CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
The information included herein and in any oral statements made in connection here
with may be deemed to be forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of
the Securities Exchange Act of 1934, as amended (. All statements, other than statements
of historical fact or present financial information, included herein that address activities,
outcomes and other matters that Southwestern Energy Company (“Southwestern”) or
Chesapeake Energy Corporation (“Chesapeake”) expects, believes or anticipates will or
may occur in the future, including without limitation, statements regarding the proposed
transaction between Southwestern and Chesapeake (the “proposed transaction”), the
expected closing of the proposed transaction and the timing thereof and as adjusted
descriptions of the post-transaction company and its operations, strategies and
plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and
anticipated uses thereof, synergies, opportunities and anticipated future performance,
including an expected accretion to earnings and free cash flow and dividend payments
are forward-looking statements. Although we and Chesapeake believe the expectations
expressed in such forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance. We and Chesapeake have
no obligation and make no undertaking to publicly update or revise any forward-looking
statements, except as may be required by law.
Forward-looking statements include the items identified in the preceding paragraph,
information concerning possible or assumed future results of operations and other
statements in this communication identified by words such as “anticipate,” “intend,” “plan,”
“project,” “predict,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “shall,”
“become,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,”
“projection,” “goal,” “forecast,” “model,” “target,” or similar words. Statements may be
forward-looking even in the absence of these particular words.
You should not place undue reliance on forward-looking statements. They are subject to
known and unknown risks, uncertainties and other factors that may affect our operations,
markets, products, services and prices and cause our actual results, performance
or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on current beliefs of the management of Southwestern
and Chesapeake, based on currently available information, as to the outcome and timing
of future events. In addition to any assumptions and other factors referred to specifically
in connection with forward-looking statements, risks, uncertainties and factors that could
cause actual results to differ materially from those indicated in any forward-looking
statement include, but are not limited to: the risk that Southwestern’s and Chesapeake’s
businesses will not be integrated successfully; the risk that cost savings, synergies and
growth from the proposed transaction may not be fully realized or may take longer
to realize than expected; the risk that the credit ratings of the combined company or
its subsidiaries may be different from what the companies expect; the possibility that
stockholders of Chesapeake may not approve the issuance of new shares of Chesapeake
common stock in the proposed transaction or that stockholders of Chesapeake or
stockholders of Southwestern may not approve the proposed transaction; the risk that
a condition to closing of the proposed transaction may not be satisfied, that either party
may terminate the Merger Agreement or that the closing of the proposed transaction
might be delayed or not occur at all; potential adverse reactions or changes to business or
employee relationships, including those resulting from the announcement or completion
of the proposed transaction; the risk the parties do not receive regulatory approval of the
proposed transaction; the occurrence of any other event, change or other circumstances
that could give rise to the termination of the Merger Agreement; the risk that changes in
Chesapeake’s capital structure and governance could have adverse effects on the market
value of its securities; the ability of Southwestern and Chesapeake to retain customers
and retain and hire key personnel and maintain relationships with their suppliers and
customers and on Southwestern’s and Chesapeake’s operating results and business
generally; the risk the proposed transaction could distract management from ongoing
business operations or cause Southwestern and/or Chesapeake to incur substantial costs;
the risk of any litigation relating to the proposed transaction; the risk that Chesapeake may
be unable to reduce expenses or access financing or liquidity; the impact of COVID-19 or
other diseases; the impact of adverse changes in interest rates and inflation; and the risk
of changes in governmental regulations or enforcement practices, especially with respect
to environmental, health and safety matters. All such factors are difficult to predict and are
beyond our and Chesapeake’s control, including those detailed in our Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are
available on our website at www.swn.com under the “Investors” tab and on the website of
the Securities and Exchange Commission (the “SEC”) at www.sec.gov, and those detailed in
Chesapeake’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that are available on Chesapeake’s website at investors.chk.com and
on the SEC’s website.
Should one or more of the risks or uncertainties described above or elsewhere in this
communication occur, or should underlying assumptions prove incorrect, actual results
and plans could differ materially from those expressed in any forward-looking statements.
We specifically disclaim all responsibility to update publicly any information contained in a
forward-looking statement or any forward-looking statement in its entirety and therefore
disclaim any resulting liability for potentially related damages.
All forward-looking statements attributable to us are expressly qualified in their entirety by
this cautionary statement.
Important Additional Information Regarding the
Transaction Has Been Filed with the SEC and Where
to Find It
In connection with the proposed transaction between Southwestern and Chesapeake,
Chesapeake filed a Registration Statement on Form S-4 (the “Registration Statement”)
with the SEC that also constitutes a prospectus of Chesapeake common stock.
The Registration Statement was declared effective on May 17, 2024, at which time
Chespeake filed a final prospectus and Southwestern filed a definitive proxy statement.
Chesapeake and Southwestern commenced mailing of the definitive joint proxy
statement/prospectus (the “joint proxy statement/prospectus”) to their respective
shareholders on or about May 17, 2024. Each party may also file other relevant
documents regarding the proposed transaction with the SEC. This communication is
not a substitute for the joint proxy statement/prospectus or for any other document
that Southwestern or Chesapeake has filed or may file in the future with the SEC in
connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/
PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND OTHER RELEVANT DOCUMENTS FILED BY SOUTHWESTERN AND CHESAPEAKE
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
SOUTHWESTERN AND CHESAPEAKE, THE PROPOSED TRANSACTION, THE RISKS
RELATED THERETO AND RELATED MATTERS.
Investors will be able to obtain free copies of the joint proxy statement/prospectus,
as each may be amended from time to time, and other relevant documents filed by
Southwestern and Chesapeake with the SEC through the website maintained by the
SEC at http://www.sec.gov. Copies of documents filed with the SEC by Southwestern,
including the joint proxy statement/prospectus, will be available free of charge
from Southwestern’s website at www.swn.com under the “Investors” tab. Copies of
documents filed with the SEC by Chesapeake, including the joint proxy statement/
prospectus, will be available free of charge from Chesapeake’s website at investors.chk.
com.
Participants in the Solicitation
Southwestern and certain of its directors, executive officers and other members of
management and employees, and Chesapeake, and certain of its directors, executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Southwestern’s stockholders and the
solicitation of proxies from Chesapeake’s stockholders, in each case with respect to
the proposed transaction. Information about Southwestern’s directors and executive
officers is available in Southwestern’s Annual Report on Form 10-K for the 2023 fiscal
year filed with the SEC on February 22, 2024 and its amendment to its Annual Report
on Form 10-K for the 2023 fiscal year filed with the SEC on April 29, 2024, and in the
joint proxy statement/prospectus filed with the SEC. Information about Chesapeake’s
directors and executive officers is available in its Annual Report on Form 10-K for
the 2023 fiscal year filed with the SEC on February 21, 2024 and its definitive proxy
statement for the 2024 annual meeting of stockholders filed with the SEC on April
26, 2024, and the joint proxy statement/prospectus. Other information regarding the
participants in the solicitations and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the Registration Statement, the
joint proxy statement/prospectus and other relevant materials to be filed with the
SEC regarding the proposed transaction when they become available. Stockholders
of Southwestern, stockholders of Chesapeake, potential investors and other readers
should read the joint proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or
the solicitation of an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act. |