UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2024
EXPAND ENERGY CORPORATION
(Exact name of Registrant as specified in its Charter)
| Oklahoma | 001-13726 | 73-1395733 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 6100 North Western Avenue | Oklahoma City | OK | 73118 | |
| (Address of principal executive offices) | (Zip Code) | |||
(405) 848-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value per share | EXE | The Nasdaq Stock Market LLC | ||
| Class A Warrants to purchase Common Stock | EXEEW | The Nasdaq Stock Market LLC | ||
| Class B Warrants to purchase Common Stock | EXEEZ | The Nasdaq Stock Market LLC | ||
| Class C Warrants to purchase Common Stock | EXEEL | The Nasdaq Stock Market LLC |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2). | |
| 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. | ¨ |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 21, 2024, Expand Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, TD Securities (USA) LLC and BofA Securities, Inc., as representatives of the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of $750,000,000 aggregate principal amount of the Company’s 5.700% Senior Notes due 2035 (the “Notes”).
The material terms of the Offering are described in the prospectus supplement dated November 21, 2024, as filed by the Company with the Securities and Exchange Commission (the “Commission”). The offer and sale of the Notes is registered with the Commission pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-283348) that was filed with the Commission on November 20, 2024. Subject to the satisfaction of customary conditions to closing, the transactions contemplated by the Underwriting Agreement will be consummated on December 2, 2024.
The Underwriting Agreement contains customary indemnification and contribution provisions whereby the Company, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates.
| Item 7.01 | Regulation FD Disclosure. |
On November 21, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is being furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information furnished in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated November 21, 2024, by and among Expand Energy Corporation and J.P. Morgan Securities LLC, TD Securities (USA) LLC and BofA Securities, Inc., as representatives of the several underwriters named therein | |
| 99.1 | Expand Energy Corporation press release dated November 21, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
2
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 22, 2024