UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Southwestern Merger
As previously disclosed, on October 1, 2024, Expand Energy Corporation (formerly known as Chesapeake Energy Corporation), an Oklahoma corporation (the “Company” or “Expand Energy”), completed its previously announced merger with Southwestern Energy Company, a Delaware corporation (“Southwestern”), pursuant to that certain Agreement and Plan of Merger, dated as of January 10, 2024 (the “Merger Agreement”), by and among the Company, Southwestern, Hulk Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Hulk LLC Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub LLC”). Pursuant to the terms of the Merger Agreement, Merger Sub Inc. was merged with and into Southwestern (the “First Merger”), with Southwestern continuing as the surviving corporation and as a wholly owned subsidiary of the Company. Immediately following the effective time of the First Merger, the surviving corporation was merged with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity and as a wholly owned subsidiary of the Company (the “Second Merger”). Following the effective time of the Second Merger, Merger Sub LLC was merged with and into the Company with the Company continuing as the surviving entity (together with the First Merger and the Second Merger, the “Merger”).
Financial Statements
The following audited consolidated financial statements of Southwestern as of December 31, 2023 and 2022 and for the three years ended December 31, 2023, 2022 and 2021 and the related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:
| · | Management’s Report on Internal Control Over Financial Reporting; |
| · | Report of Independent Registered Public Accounting Firm; |
| · | Consolidated Statements of Operations for the three years ended December 31, 2023; |
| · | Consolidated Statements of Comprehensive Income (Loss) for the three years ended December 31, 2023; |
| · | Consolidated Balance Sheets as of December 31, 2023 and 2022; |
| · | Consolidated Statement of Cash Flows for the three years ended December 31, 2023; |
| · | Consolidated Statement of Changes in Equity for the three years ended December 31, 2023; and |
| · | Notes to Consolidated Financial Statements. |
Attached hereto as Exhibit 23.1 is the consent of PricewaterhouseCoopers LLP, the independent registered public accounting firm of Southwestern, related to the above-referenced audited consolidated financial statements of Southwestern, which are incorporated by reference to the Company’s Registration Statements Nos. 333-282773, 333-253340 and 333-260834 on Form S-8 and the Company’s Registration Statements Nos. 333-263820 and 333-260833 on Form S-3 and filed as Exhibit 99.1 to this Current Report on Form 8-K.
The reserve audit report prepared by Netherland, Sewell & Associates, Inc. relating to Southwestern’s estimated quantities of its proved natural gas, natural gas liquids and crude oil reserves as of December 31, 2023 is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Attached hereto as Exhibit 23.2 is the consent of Netherland, Sewell & Associates, Inc., the independent petroleum engineering firm of Southwestern, related to the above-referenced report filed as Exhibit 99.2 to this Current Report on Form 8-K.
The following unaudited consolidated financial statements of Southwestern as of and for the quarterly period ended September 30, 2024 and the related notes thereto are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference:
| · | Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023; |
| · | Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023; |
| · | Consolidated Balance Sheets at September 30, 2024 and December 31, 2023; |
| · | Consolidated Statement of Cash Flows for the nine months ended September 30, 2024 and 2023; |
| · | Consolidated Statement of Changes in Equity for the quarterly periods ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024; and |
| · | Notes to Consolidated Financial Statements. |
The following unaudited pro forma condensed combined financial statements combining the historical consolidated financial statements of Expand Energy and its subsidiaries and Southwestern and its subsidiaries to give effect to the Merger are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated herein by reference:
| · | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024; |
| · | Unaudited Pro Forma Combined Statement of Operations for the nine months ended September 30, 2024 and the year ended December 31, 2023; and |
| · | Notes to Pro Forma Condensed Combined Financial Statements. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
*Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXPAND ENERGY CORPORATION | ||
| By: | /s/ Chris Lacy | |
| Chris Lacy | ||
| Executive Vice President, General Counsel and Corporate Secretary |
Date: November 15, 2024