Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy”) announced today a cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.500% Senior Notes due 2026 (the “2026 Notes”) and a conditional notice of redemption to redeem (the “Redemption”) all of its outstanding 8.375% Senior Notes due 2028 (the “2028 Notes”).
Tender Offer
Expand Energy has commenced the Tender Offer for any and all of the 2026 Notes. The Tender Offer is being made pursuant to an Offer to Purchase, dated November 20, 2024 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and the related Notice of Guaranteed Delivery. Certain information regarding the 2026 Notes and the terms of the Tender Offer is summarized in the table below.
The Tender Offer will expire at 5:00 p.m., New York City time, on November 26, 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered 2026 Notes may be withdrawn at any time before the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after the commencement of the Tender Offer. In addition, tendered 2026 Notes may be withdrawn at any time after the 60th business day after the commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement. Holders of 2026 Notes must validly tender and not validly withdraw their 2026 Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes.
The “Tender Offer Consideration” for each $1,000 principal amount of the 2026 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2026 Notes specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, on November 26, 2024, the date on which the Tender Offer is currently scheduled to expire.
In addition to the Tender Offer Consideration, holders of 2026 Notes that are validly tendered and accepted for purchase will also receive accrued and unpaid interest to, but not including, the settlement date for the Tender Offer, which is currently expected to be December 3, 2024.
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 2026 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.
Redemption
Expand Energy today announced a conditional notice of redemption to redeem all $304 million aggregate principal amount of its 2028 Notes (CUSIP No. 845467AP4) on December 5, 2024 (the “Redemption Date”), subject to the completion of a financing transaction sufficient to fund the redemption price. On the Redemption Date, Expand Energy will pay to the registered holders of the 2028 Notes a redemption price equal to 102.792% of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities.
The Offer to Purchase has not been filed with the U.S. Securities and Exchange Commission (the “SEC”), nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or a solicitation of an offer to sell the 2026 Notes or any other securities of Expand Energy or any of its affiliates. The Tender Offer is not being made to, nor will Expand Energy accept tenders of 2026 Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. No recommendation is made as to whether holders should tender their 2026 Notes. Holders of 2026 Notes should carefully read the Offer to Purchase because it contains important information, including the various terms and conditions of the Tender Offer.
