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Expand Energy Corporation Announces Pricing Terms of Cash Tender Offer for its 5.500% Senior Notes due 2026

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Expand Energy (NASDAQ: EXE) has announced pricing terms for its cash tender offer to purchase all outstanding 5.500% Senior Notes due 2026. The purchase price is set at $1,001.52 per $1,000 principal amount, with a total outstanding amount of $500 million. The tender offer expires at 5:00 p.m. New York City Time today. The company will fund the purchase using proceeds from its new $750 million 5.700% Senior Notes due 2035 offering and cash on hand. Holders will receive accrued and unpaid interest up to December 3, 2024, the settlement date.

Expand Energy (NASDAQ: EXE) ha annunciato i termini di prezzo per la sua offerta di acquisto in contante per acquisire tutte le Note Senior al 5,500% in scadenza nel 2026. Il prezzo d'acquisto è fissato a $1,001.52 per ogni $1,000 di capitale, con un importo totale in circolazione di $500 milioni. L'offerta scade oggi alle 17:00 ora di New York. L'azienda finanzierà l'acquisto utilizzando i proventi della sua nuova offerta di $750 milioni di Note Senior al 5,700% in scadenza nel 2035 e liquidità disponibile. I detentori riceveranno gli interessi maturati e non pagati fino al 3 dicembre 2024, data di regolamento.

Expand Energy (NASDAQ: EXE) ha anunciado los términos de precio para su oferta de compra en efectivo para adquirir todas las Notas Senior al 5,500% con vencimiento en 2026. El precio de compra se establece en $1,001.52 por cada $1,000 de monto principal, con un total pendiente de $500 millones. La oferta expira hoy a las 5:00 p.m., hora de Nueva York. La empresa financiará la compra utilizando los ingresos de su nueva oferta de $750 millones de Notas Senior al 5,700% con vencimiento en 2035 y efectivo disponible. Los tenedores recibirán intereses acumulados y no pagados hasta el 3 de diciembre de 2024, fecha de liquidación.

Expand Energy (NASDAQ: EXE)는 2026년 만기 5.500% 선순위 채권을 매수하기 위한 현금 입찰의 가격 조건을 발표했습니다. 매수 가격은 $1,001.52로 설정되어 있으며, 총 미상환 금액은 $500 백만입니다. 입찰은 오늘 오후 5:00 뉴욕 시간에 마감됩니다. 회사는 $750 백만의 5.700% 선순위 채권(2035년 만기) 발행 proceeds와 현금을 사용하여 매수를 자금 조달할 것입니다. 보유자는 2024년 12월 3일(결제일)까지의 누적 및 미지급 이자를 받게 됩니다.

Expand Energy (NASDAQ: EXE) a annoncé les conditions de prix de son offre d'achat en espèces pour acquérir toutes les Obligations Senior à 5,500% échues en 2026. Le prix d'achat est fixé à $1,001.52 par tranche de $1,000 de montant principal, avec un montant total en circulation de $500 millions. L'offre expire aujourd'hui à 17h00, heure de New York. La société financera l'achat en utilisant les produits de sa nouvelle émission de $750 millions d'Obligations Senior à 5,700% échéant en 2035 et des liquidités disponibles. Les détenteurs recevront des intérêts courus et non payés jusqu'au 3 décembre 2024, date de règlement.

Expand Energy (NASDAQ: EXE) hat die Preisbedingungen für sein Angebot zum Kauf aller ausstehenden 5,500% Senior Notes mit Fälligkeit 2026 bekannt gegeben. Der Kaufpreis beträgt $1,001.52 pro $1,000 Nennbetrag, bei einem insgesamt ausstehenden Betrag von $500 Millionen. Das Angebot läuft heute um 17:00 Uhr New Yorker Zeit aus. Das Unternehmen wird den Kauf mit den Einnahmen aus seinem neuen Angebot von $750 Millionen 5,700% Senior Notes mit Fälligkeit 2035 sowie mit verfügbaren Cash-Mitteln finanzieren. Die Inhaber erhalten die bis zum 3. Dezember 2024, dem Abrechnungsdatum, aufgelaufenen und nicht gezahlten Zinsen.

Positive
  • Successful pricing of new $750 million Senior Notes offering at 5.700%
  • Company has sufficient funding through new notes and cash on hand to complete the tender offer
Negative
  • Taking on new debt at higher interest rate (5.700% vs 5.500%)
  • Increasing total debt burden with $750M new notes vs $500M existing notes

Insights

This tender offer represents a significant debt refinancing move by Expand Energy. The company is offering to buy back $500 million of its 5.500% Senior Notes due 2026 at $1,001.52 per $1,000 principal amount, funded by a new issuance of $750 million 5.700% Senior Notes due 2035.

The transaction effectively extends the company's debt maturity profile by about 9 years while only modestly increasing the interest rate by 20 basis points. The larger size of the new note issuance ($750M vs. $500M) suggests the company is also raising additional capital for potential growth initiatives or working capital needs.

The pricing spread of 0 basis points over treasuries indicates strong market confidence in Expand Energy's credit quality. The quick execution window (same-day pricing and expiration) suggests urgency to lock in current market conditions.

OKLAHOMA CITY, Nov. 27, 2024 (GLOBE NEWSWIRE) -- Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy”) announced today the pricing terms of the previously announced cash tender offer to purchase (the “Tender Offer”) any and all of its outstanding 5.500% Senior Notes due 2026 (the “Notes”). The complete terms and conditions of the Tender Offer were set forth in an Offer to Purchase dated November 20, 2024 (as supplemented, the “Offer to Purchase”), and the related Notice of Guaranteed Delivery.

The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified below plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified below as of 11:00 a.m. New York City time today, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price is based on a yield to February 5, 2025, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on February 5, 2025, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.

Title of
Security
 CUSIP
Numbers /
ISINs
 Principal
Amount
Outstanding
 U.S.
Treasury
Reference
Security
 Bloomberg
Reference
Page
 Reference
Yield
 Fixed
Spread
 Purchase
Price

5.500%
Senior
Notes
due
2026
 
144A:
165167DF1
/
US165167DF18

Reg S:
U16450BA2
/
USU16450BA27
 
$500,000,000
 
4.125% due
January 31,
2025
 
FIT3
 
4.569%
 
0 bps
 
$1,001.52


In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, December 3, 2024 (the “Settlement Date”), payable on the Settlement Date, assuming that the Tender Offer is not extended or earlier terminated.

The Tender Offer will expire at 5:00 p.m. New York City Time today, unless extended by Expand Energy in its sole discretion (such time and date as the same may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the Purchase Price for their Notes. All Notes purchased on the Settlement Date will subsequently be retired and cancelled. Expand Energy will fund the payment for tendered and accepted Notes with the net proceeds from Expand Energy’s previously announced issuance and sale (the “Notes Offering”) of $750 million aggregate principal amount of its 5.700% Senior Notes due 2035 (the “New Notes”) together with cash on hand.

The consummation of the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase.

J.P. Morgan Securities LLC and TD Securities (USA) LLC are acting as dealer managers for the Tender Offer (the “Dealer Managers”). For questions regarding the Tender Offer, the Dealer Managers can be contacted as follows: J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4818 (collect) and TD Securities (USA) LLC at +1 (866) 584-2096 (toll-free), +1 (212) 827-2842 (collect), or LM@tdsecurities.com.

Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available to holders of the Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase and Notice of Guaranteed Delivery should be directed to D.F. King & Co., Inc. toll-free at (800) 714-3310, email at exe@dfking.com or at www.dfking.com/exe.

This press release shall not constitute an offer to purchase nor a solicitation of an offer to sell any of the Notes, or an offer to sell or a solicitation of an offer to purchase the New Notes pursuant to the Notes Offering nor is it a solicitation for acceptance of the Tender Offer.

About Expand Energy
Expand Energy Corporation (NASDAQ: EXE) is the largest independent natural gas producer in the United States, powered by dedicated and innovative employees focused on disrupting the industry’s traditional cost and market delivery model to responsibly develop assets in the nation’s most prolific natural gas basins. Expand Energy’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its scale, financial strength and operational execution. Expand Energy is committed to expanding America’s energy reach to fuel a more affordable, reliable, lower carbon future.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements relating to the Tender Offer, the Settlement Date, our expectation to accept for purchase all of the tendered Notes and whether we actually consummate the Tender Offer as planned or at all, as well as statements reflecting expectations, intentions, assumptions or beliefs about future events and other statements that do not relate strictly to historical or current facts. Although Expand Energy’s management believes the expectations reflected in such forward-looking statements are reasonable, they are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond Expand Energy’s control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause Expand Energy’s actual results to be materially different than those expressed in such forward-looking statement include those described in the prospectus supplement and accompanying base prospectus relating to the Notes Offering and other risks and uncertainties detailed in Expand Energy’s Annual Report on Form 10-K for the year ended December 31, 2023, Expand Energy’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 and any other documents that Expand Energy files with the SEC. For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to Expand Energy’s documents filed with the SEC that are available through Expand Energy’s website at www.expandenergy.com or through EDGAR at www.sec.gov. We caution you not to place undue reliance on the forward-looking statements contained in this release, which speak only as of the date of the release, and we undertake no obligation to update this information. We urge you to carefully review and consider the disclosures in this release and our filings with the SEC that attempt to advise interested parties of the risk and factors that may affect our business.

  
INVESTOR CONTACT:MEDIA CONTACT:
Chris Ayres
(405) 935-8870
ir@expandenergy.com
Brooke Coe
(405) 935-8878
media@expandenergy.com

FAQ

What is the purchase price for Expand Energy's (EXE) 2026 Senior Notes tender offer?

The purchase price is $1,001.52 per $1,000 principal amount of the 5.500% Senior Notes due 2026.

When does Expand Energy's (EXE) tender offer expire?

The tender offer expires at 5:00 p.m. New York City Time on November 27, 2024, unless extended.

How is Expand Energy (EXE) funding the tender offer?

Expand Energy is funding the tender offer with proceeds from its $750 million 5.700% Senior Notes due 2035 offering and cash on hand.

What is the settlement date for Expand Energy's (EXE) tender offer?

The settlement date for the tender offer is December 3, 2024.

Expand Energy Corporation

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