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Southwestern Energy Company $350,000,000 % Senior Notes Due 2028 SECURITIES AND EXCHANGE COMMISSION FORM 424B5 Prospectus filed pursuant to Rule 424(b)(5) Filing Date: 2020-08-18 SEC Accession No. 0001193125-20-222895 (HTML Version on secdatabase.com) FILER SOUTHWESTERN ENERGY CO Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:7332| IRS No.: 710205415 | State of Incorp.:DE | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633 | Film No.: 201111762 832-796-4700 SIC: 1311 Crude petroleum & natural gas Angelina Gathering Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1821122| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-01 | Film No.: 201111751 8327691000 A.W. Realty Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820808| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-02 | Film No.: 201111752 8327961000 SWN Drilling Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820768| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-03 | Film No.: 201111754 8327961000 SWN E & P Services, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820769| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-04 | Film No.: 201111753 8327961000 SWN International, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1821128| IRS No.: 710205415 | State of Incorp.:DE | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-05 | Film No.: 201111755 8327691000 SWN Midstream Services Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820831| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-06 | Film No.: 201111761 8327961000 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SWN Producer Services, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820767| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-07 | Film No.: 201111757 8327961000 SWN Production Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820830| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-08 | Film No.: 201111758 7135467828 SWN Water Resources Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820829| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-09 | Film No.: 201111759 8327961000 SWN Energy Services Company, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820770| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-10 | Film No.: 201111760 8327961000 SWN Well Services, LLC Mailing Address Business Address 10000 ENERGY DRIVE 10000 ENERGY DRIVE CIK:1820828| IRS No.: 710205415 | State of Incorp.:TX | Fiscal Year End: 1231 SPRING TX 77389 SPRING TX 77389 Type: 424B5 | Act: 33 | File No.: 333-238633-11 | Film No.: 201111756 8327961000 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-238633 The information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED AUGUST 18, 2020 PRELIMINARY PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED AUGUST 18, 2020) Southwestern Energy Company $350,000,000 % Senior notes due 2028 We are offering $350 million aggregate principal amount of our % Senior Notes due 2028 (the notes). We will pay interest on the notes on each and , beginning on , 2021. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will be our senior unsecured obligations, will rank equally with all of our other existing and future senior indebtedness, and will be effectively subordinated to all of our secured indebtedness, including the indebtedness under our Credit Agreement (as defined herein), to the extent of the value of the collateral securing such indebtedness. The obligations under the notes will be fully and unconditionally guaranteed on a senior unsecured basis by our subsidiaries that guarantee our indebtedness under the Credit Agreement, as described under Description of NotesThe guarantees. We intend to use the net proceeds from this offering, together with all of the net proceeds received from the Stock Offering (as defined below) and up to $25 million in borrowings under our Credit Agreement (as defined below), to fund a redemption of the Montage Notes (as defined below) in connection with the consummation of the Merger (as defined below). This offering is not contingent on the consummation of the Merger. However, if (i) the Merger has not been completed on or prior to 11:59 p.m. (New York City time) on February 12, 2021 (the Outside Date) or (ii) prior to 11:59 p.m. (New York City time) on the Outside Date, (a) we have decided that we will not pursue the consummation of the Merger or (b) we have determined in our sole discretion that the consummation of the Merger cannot or is not reasonably likely to be satisfied by 11:59 p.m. (New York City time) on the Outside Date (the earlier to occur of the events described in clauses (i) and (ii) of this sentence, a Special Mandatory Redemption Event), we will be required to redeem (the Special Mandatory Redemption) all of the outstanding notes on the Special Mandatory Redemption Date (as defined herein) at a redemption price equal to 100% of the initial issue price of the notes, plus accrued and unpaid interest from the date of initial issuance of the notes to, but not including, the Special Mandatory Redemption Date (the Special Mandatory Redemption Price). See Description of NotesSpecial mandatory redemption. Until we apply the net proceeds from this offering for the purposes described above, we will use such proceeds to reduce the outstanding balance under our Credit Agreement. We may, at our option, at any time and from time to time, redeem the notes, in whole or in part, prior to their maturity as described herein under Description of NotesOptional redemption. There are no sinking funds for the notes. Investing in the notes involves risks. Please read Risk factors beginning on page S-18 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement. Per note Total Public offering price(1) % $ Underwriting discount % $ Proceeds, before expenses, to Southwestern Energy Company % $ (1) Plus accrued interest, if any, from , 2020. The notes will be a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities exchange. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York on , 2020. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Joint Book-Running Managers Citigroup BofA Securities Wells Fargo Securities Goldman Sachs & Co. LLC J.P. Morgan Mizuho Securities MUFG RBC Capital Markets Truist Securities Senior Co-Managers BMO Capital Markets Credit Agricole CIB PNC Capital Markets LLC SMBC Nikko CIBC Capital Markets HSBC KeyBanc Capital Markets Regions Securities LLC Co-Managers BBVA Citizens Capital Markets Credit Suisse Fifth Third Securities The date of this prospectus supplement is , 2020. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT S-ii EXTENDED SETTLEMENT S-ii INCORPORATION BY REFERENCE S-iii FORWARD-LOOKING STATEMENTS S-iii MARKET AND INDUSTRY DATA S-iv NON-GAAP FINANCIAL MEASURES S-v PROSPECTUS
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