UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31 , 2023
Commission file number 001-08246
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(832 ) 796-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Securities registered pursuant to Section
12(g) of the Act:
None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | ☒ | Accelerated filer | ☐ | ||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒
12b-2
of the Act). Yes ☐ No The aggregate market value of the voting and 6,928,429,581 based on the New York Stock Exchange – Composite Transactions closing price on June 30, 2023 of $6.25. For purposes of this calculation, the registrant has assumed that its directors and executive officers are affiliates.
non-voting
common equity held by non-affiliates
of the registrant was $As of April 29, 2024, the number of outstanding shares of the registrant’s Common Stock, par value $0.01, was 1,102,846,071 .
Document Incorporated by Reference
EXPLANATORY NOTE
This Amendment No. 1 on Form
10-K/A
(this “Form 10-K/A”)
to the Annual Report on Form 10-K
of Southwestern Energy Company (including its subsidiaries, collectively, “we”, “our”, “us”, “the “Company,” or “Southwestern”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024 (the “Original 10-K”),
is being filed pursuant to General Instruction G(3) to Form 10-K
to provide the information required by Part III of Form 10-K.
This information was previously omitted from the Original 10-K
in reliance on General Instruction G(3) to Form 10-K,
which permits such information to be filed as an amendment to Form 10-K
or incorporated in the Form 10-K
by reference from the Company’s definitive proxy statement if such statement is filed no later than 120 days after the Company’s fiscal year-end.
We are filing this Form 10-K/A
at this time as we no longer intend to file a definitive proxy statement for an annual meeting of shareholders within 120 days of the end of our fiscal year ended December 31, 2023 in light of the Merger (as defined below). In addition, in connection with the filing of this Form 10-K/A
and pursuant to the rules of the SEC, we are including with this Form 10-K/A
new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended and restated to reflect the filing of these new certifications. We are not including certifications under Section 906 of Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.
As disclosed in our Current Report on Form
8-K
filed with the SEC on January 11, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Chesapeake Energy Corporation (“Chesapeake”), Hulk Merger Sub, Inc. and Hulk LLC Sub, LLC, pursuant to which, on the terms and subject to the conditions therein, a subsidiary of Chesapeake will merge with and into the Company, with the Company being the surviving entity and a direct wholly owned subsidiary of Chesapeake (the “Merger”). Except as described above, this Form
10-K/A
does not modify or update disclosures
in, or exhibits to, the Original 10-K.
Furthermore, this Form 10-
K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original 10-K.
Information not affected by this Form 10-K/A
remains unchanged and reflects the disclosures made at the time the Original 10-K
was filed. Accordingly, this Form 10-K/A
should be read in conjunction with the Original 10-K
and with our filings with the SEC subsequent to the filing of the Original 10-K.
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