Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the Southwestern Energy call discussing its third quarter results and the acquisition of GEP Haynesville. Management will open up the call for a question and answer session following prepared remarks. In the interest of time, please limit yourself to two questions and re-queue for additional questions. This call is being recorded. I will now turn the call over to Brittany Raiford, Southwestern Energy's Director of Investor Relations. Thank you, Tom. Good morning, and thank you for joining today's call. Joining me today are Bill Way, President and Chief Executive Officer, Clay Carrell, Chief Operating Officer, Carl Giesler, Chief Financial Officer, and Jason Kurtz, Vice President of Marketing and Transportation. As a part of this morning's announcement, we also posted a new investor presentation to our website. Before we get started, I'd like to point out that many of the comments we make during this call are forward-looking statements that involve risk and uncertainties affecting outcomes. Many of these are beyond our control and are discussed in more detail in the Risk Factors and the Forward-Looking Statement sections of our annual report and quarterly filings with the Securities and Exchange Commission, and the Forward-Looking Statement sections of the respective announcements. Although we believe the expectations expressed are based on reasonable assumptions, they are not guarantees of future performance, and actual results or developments may differ materially, and we are under no obligation to update them. We may also refer to some non-GAAP financial measures, which help facilitate comparisons across periods and with peers. For any non-GAAP measures we use, a reconciliation to the nearest corresponding GAAP measure can be found in our earnings release available on our website. I will now turn the call over to Bill Way. Thank you, Brittany, and good morning, everyone. We really appreciate you joining us on the call today for our discussion. We delivered another strong quarter, both financially and operationally. In addition, we financed, closed, and integrated the Indigo acquisition, a transformative opportunity that positions us well in the two premier U.S. natural gas basins. Our dedicated team has worked closely and incredibly hard over the last year to execute our strategy, many of whom are listening to this call. By way of one example, we just surpassed 4 trillion cubic feet of responsible natural gas production in our Pennsylvania asset in Northeast Appalachia, which continues to deliver great value to the company. To my team on this call and across the company, I congratulate you on all that you do, on a job well done, and thank you. Our strategy is comprised of four interdependent pillars, including creating sustainable value, protecting financial strength, and progressing our leading operational execution. Results delivered by our teams in these first three pillars allow us to execute the fourth pillar, capturing the tangible benefits of scale. Our strategic intent is to be the preferred investment vehicle for institutional investors to gain exposure to responsible natural gas development. The acquisition of GEP, announced earlier today, directly supports that intent. It also meets all the criteria of our disciplined acquisition framework, as any deal must. GEP brings large-scale core Haynesville assets with stacked pay Haynesville and Middle Bossier inventory. The 226,000 net effective acres are adjacent to SWN's newest operations in the Haynesville. The addition of GEP increases SWN's total production to 4.7 billion cubic feet equivalent per day, including 1.7 BCF per day from Haynesville, making us the largest operator in the Haynesville. It will also increase SWN's expected year-end 2021 SEC proved reserves to approximately 21 trillion cubic feet equivalent. The transaction adds 700 economic locations to our high-quality inventory. With the scale-adding acquisitions, well cost reductions, performance enhancements, and commodity price improvement, the company now has approximately 6,800 economic locations across the enterprise. Given the strength and complementary nature of our portfolio, we expect to have investment activity across all of our operating areas in 2022 as part of our maintenance capital program. With the expanded exposure to LNG, the LNG corridor and the growing demand centers along the Gulf Coast, this acquisition will further improve the company's overall basis differentials and increase our margins. The access to high-value global markets will supplement our premium Appalachia outlets. As part of our leading ESG practices, we plan to implement a responsibly sourced gas program in the Haynesville. Beyond the clear ESG sustainability benefits, we believe that responsibly sourced gas will ultimately lead to enhanced margins and improved economics from greater access to global markets. Turning to the terms of the deal, the $1.85 billion total consideration is comprised of $1.325 billion in cash and approximately $525 million of SWN stock. The cash portion will be debt-financed, and the equity portion will consist of 99 million shares of SWN stock, calculated per the agreed 30-day VWAP of $5.28 per share as of November 3, 2021. We have a clear and appropriately de-risked path to reach our revised lower debt and leverage targets announced in our press release, and Carl will more fully discuss this in a minute. The purchase price implies an enterprise value to projected 2022 EBITDA of 2.9x, a meaningful discount to where SWN currently trades and at a discount compared to other recent natural gas consolidation transactions. Given this attractive valuation, we expect that the transaction to be immediately accretive to SWN's margins, returns, and key per share metrics. Cash flow per share, free cash flow per share, and earnings per share all increased by approximately 15%. Included in these accretion estimates are the already identified $25 million of synergies in 2022. We expect our synergy capture to increase to $50 million per year starting in 2023. The integration of GEP will be enhanced by our recent experience integrating Indigo, as well as with a six-month transition services agreement negotiated with the seller. We expect to close the deal by year-end, subject to customary closing conditions, including regulatory approvals. Now let me turn the call over to Clay Carrell, who will provide an update on the quarter and operational perspectives on the GEP acquisition. Thanks, Bill, and good morning. Before I get to some operational details related to the acquisition, I wanna touch on the third quarter results where our team hit the ground running in Haynesville and continued to deliver in Appalachia. In 3Q, which included 30 days of Haynesville, we reported total production of 310 Bcfe at the top end of our guidance range. We exited the quarter producing 4 Bcfe per day, including 1 Bcf per day at Haynesville. Total production included 106,000 barrels per day of NGLs and oil, which is flat with the previous two quarters. During 3Q, we averaged four drilling rigs in Appalachia, and there were six rigs running in the Haynesville, with two completion crews in each area. We have now been operating the Haynesville for two months. Our new employees in Houston and Louisiana have been integrated into the business, and operations have been running smoothly. Our initial focus in Haynesville has been to leverage the operational expertise that our combined teams bring to the table. In September, we brought our first five wells online, all of which were in the Middle Bossier, with an average initial production rate of 24 million cubic feet per day and an average lateral of approximately 6,300 feet. These results are indicative of the quality of our existing Haynesville position, and with today's GEP acquisition announcement, we increased the scale of that high-quality position. As Bill mentioned earlier, the proximity of the GEP acreage to our existing Haynesville position will allow for operating economies, marketing synergies, and contract optimization, realizing the benefit of our enhanced scale. GEP is currently running four rigs and one completion crew and expect to exit the year running three rigs. We will issue formal 2022 guidance early next year and maintain our commitment to maintenance capital program with investment of approximately $1.9 billion holding production flat. I'll close by acknowledging the continued high-end performance of our technical and operating teams who are driving improved performance through efficiency gains, innovation, and knowledge transfer. We have established a track record of leading operational execution in Appalachia, and we expect to do the same in Haynesville as we move forward with our 2022 development plan. I'll now turn it over to Carl to discuss the financial highlights. Thank you, Clay. During the quarter, we generated $105 million of free cash flow. We expect our free cash flow to materially increase in the fourth quarter. We ended the third quarter with $4.2 billion in total debt, reducing our leverage by 0.4 times to 2.2 times. Turning to today's announcement, we plan to finance the acquisition in the manner that, A, protects our financial strength, while B, minimizing equity dilution. From a debt perspective, the deal is essentially leverage neutral, with our expected year-end leverage near 2.0 times. As Bill referenced, and I'll discuss further, we have a clear and appropriately de-risked path to materially lower total debt and leverage ratios. From an equity perspective, the transaction should drive immediate double-digit accretion across key per-share metrics. Given our increased scale with the current commodity price outlook, we would expect approximately $2.3 billion in free cash flow over the next two years. We intend to apply our disciplined hedging approach to the acquired production, which should go a long way to safeguarding this expected cash flow. Using this cash for debt repayment would reduce our total debt to approximately $3 billion and our leverage ratio to near 1.0 times. Our debt would then be at the low end of our announced $3.0-$3.5 billion target range and our leverage ratio at the lower end of our newly announced 1.0-1.5 times target range. We added the absolute debt range to the updated leverage target range to provide better clarity to the market about how we're thinking about the right-hand side of our balance sheet. Importantly, as we approach our total debt and leverage targets, we would look to initiate a return of capital program. The company's hedging strategy remains a core part of our enterprise risk management process. We would like to clarify the execution of some aspects of our hedging approach. Given the company's improved financial strength, going forward, we will target hedging at a level sufficient to cover the company's expected costs and capital program, assuming conservative pricing on unhedged production. In general, with this dynamic construct, our hedging levels will shift lower or higher inversely with commodity prices and directly with changes to our cost structure and capital investment. We believe our hedging approach protects the company's financial strength while retaining appropriate exposure to potential commodity price upside. This concludes our prepared remarks. Please open the line for questions. We will now begin the question-and-answer session. To ask a question, press star then one on a touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. As said before, please limit yourself to two questions and re-queue for additional questions. The first question comes from Holly Stewart with Scotia Howard Weil. Please go ahead. Good morning, gentlemen, Brittany. Good morning, Holly. Good morning. Maybe first one, Clay, I think you mentioned consolidated CapEx of $1.9 billion first. I guess, is that right? Could you allocate out for us what GEP was expected to spend this year? Definitely the $1.9 billion is the correct number. We expect to have capital spend in all areas as we move into 2022. I don't have what their full year 2021 capital number was. We know that four rigs are running right now, and that's how they'll exit the year. Yeah, Holly, we'll put out our 2022 plan in the first quarter like we usually do. Even the 2019 is just directional at this point. What we will be- Okay. It's a maintenance capital program for the enterprise. Okay. Maybe Bill, just to follow on to that point. I believe that GEP and Williams have a JV to develop a portion of its Haynesville and have put out some pretty big growth plans associated with that. How should we reconcile maybe that with your plans on GEP's acreage? Yeah. I think just for clarity, you can check with them later if you want to. GEP acreage that you're talking about is in a separate company than what we're dealing with. It's never been a part of the acreage that we acquired. They call it GEP Two. It's a separate deal with Williams. We're not privy to any of that, because it's not something that we looked at. That's not a change from any part of this whole acquisition, that's always been. It's carved out. It's a relatively new arrangement. Okay. Okay, that's good clarification. Thank you so much. You bet. Thank you. The next question comes from Neal Dingmann with Tudor, Pickering, Holt. Please go ahead. Good morning. Thank you for taking my questions. Good morning. First one, I just wanted to ask about the puts and takes on the pro forma headline metrics for 2022 in comparison to how you're thinking about the business pre-deal. I do appreciate the per share commentary on the change in free cash flow, cash flow and EPS. You know, just since the last time, I think the pre-deal estimates for 2022 were run at something like $2.75 gas. I was hoping you'd just give us a sense of, you know, how some of those metrics on slide 10 for CapEx, free cash flow and leverage were tracking, again, pre-deal, for next year at $4 gas. Yeah. Yeah, great question. You pointed out, Jeff, that the metrics that are on slide 10, as you referenced, are $4 gas. You know, definitely accretion on the free cash flow side and free cash flow on all of the per share metrics, leverage neutral. We feel really comfortable that the deal you know, progresses our financial strength and you know, fits right in line with our strategic framework there. Okay, cool. I'll just circle back on that after the call. The second question's on free cash flow use. You know, I just wanted to kind of understand the priorities as you get kind of closer to that 1.5 times level at the top end of the sustainable range that you all updated. You know, obviously getting there closer to year-end 2022. As we move towards that timeframe, we think about free cash flow allocation as you know, 100% dedicated to the balance sheet. Just curious on how that balances with where you might be on shareholder returns and when that might start to enter the discussion as you integrate the asset base. You correctly, I think, interpreted it, started the question out that when we achieve the levels of debt and leverage that we've put out in our new press release, we have other options. Until we get there, we're committed to bringing that debt down. As Carl said, the path is appropriately risked or de-risked and clear. Once we have $3 billion-$3.5 billion of debt and 1-1.5 times leverage. Then obviously our attention shifts to appropriately to can we return how do we return capital to shareholders? You know, then you open up the aperture a bit wider and you talk about dividends, you talk about share purchases, you know, a number of different ways that we do that, and that would be our intent. Great. Thank you. The next question comes from Doug Leggate with Bank of America. Please go ahead. Good morning, this is Morning, Doug. Unfortunately, this is a pretty busy morning. This is John Abbott for Doug Leggate. Morning, John. Hi. Just a couple of questions here. You've done two deals. You'll provide your budget in early 2022. You know, just thinking from a high level, you know, given your proximity to the Gulf Coast with your Haynesville assets, how should we think about the opportunities for potential margin expansion? You have some FT agreements up in Appalachia, but what is the ability when you think about those agreements to potentially shift Appalachia activity to the Gulf Coast? Yeah. You know, the headline for every year when we do our planning and our budgeting, as you well know, is we take our portfolio of drilling opportunities with an end game being a maintenance capital type program from an enterprise perspective. We run economics against strip on all of those, and we force rank them first on economics and then on any other lever that one must deal with, opportunity to improve a margin by moving a little more over here, a little more over there, staying flexible because of vertical integrations where we can shift on the fly. We have no constraints upon us, for example, insufficient transportation or a lot of extra transportation. We have no MVCs, and we actually have quite large banks in front of those MVCs, so quite well protected. We have a lot of flexibility. Look, we will take the changes in the commodities through the you know into winter. A lot of these other thoughts and ideas, the rate of how we wanna grow midstream gathering faster or you know, we don't wanna create shark fins of investment and overcapitalizing a certain area at the expense of another. We take a look at all that. One of the things we know is that the quality of the inventory in the last three deals we've done are complementary such that we'll have some level of activity in each area. The result of that, when you add it all up, it's focused on maximizing value and optimizing the generation of free cash flow while maintaining a maintenance capital level production profile. Right. Just sort of sticking with the, marketing theme here. Sure. With GeoSouthern Energy, I mean, do they basically have firm sales agreements? Do they have any FT? And then when you sort of think about, you know, Indigo and then GeoSouthern Energy together, could you talk about the opportunities to improve marketing along the Gulf Coast? This is Jason. I manage the marketing group. That's a great question. You know, when we look at GeoSouthern Energy, you know, they roughly have 600,000 a day of FT on three different pipes. Then, you know, when you roll that in with the Indigo asset, we have probably just over 2 BCF a day of FT among the two companies on a pro forma basis. But, you know, really those assets, Clay mentioned it earlier, they're very complementary from a marketing perspective, you know, meaning that there's synergies between the downstream pipelines and the gathering system. There's the ability to deliver into multiple pipelines where we have transport from the same gathering system. There's optionality and flexibility to continue to build out that transportation and future sales portfolio. Strategically, we've gained access, greater levels of access to the important Gulf Coast market, where we already have 65% of our volume able to reach there. We have right-sized and right-priced transportation. The Gulf Coast market and the LNG market bring all kinds of opportunities to the table, and we'll continue to optimize those as part of those plans we'll talk about in February as well. Appreciate the color, and thank you for taking our questions. Sure. Thank you. The next question comes from Charles Mead with Johnson Rice. Please go ahead. Good morning, Bill and Clay and Carl and the whole Southwestern team there. Morning. How are you? I'm doing well, thank you. I think this first question may be for Carl. In your prepared comments, Carl, you mentioned that you wanna, I believe I heard you say that you wanna, you know, finance this deal in a way that limits equity dilution. Should we interpret that as being. I recognize you may not wanna, you know, negotiate with yourself in public, and so feel free to punt on this if there's no color you wanna add. Should we interpret that as saying that there's no equity on the table for this $1.325 billion? Secondly, is there any kind of guidance you wanna give us on what's, you know, how many tranches or what form that longer term financing of that bridge will take? Sure. I think our press release made clear that we had committed financing to support the $1.325 consideration. We don't anticipate issuing public equity to fund that portion of the purchase price. I'm happy to make that clear and know it's not negotiating against ourselves. You know what I think is easily discernible from our commentary with the cash flow that we expect to generate over the next two years as a company. I would anticipate a meaningful portion of our permanent financing to be prepayable. Got it. We certainly don't need to post $1.325 billion in debt against this asset permanently. Right. Well, thank you for that. That's where I was leaning, but thank you for the clarification, Carl. If I could ask a question about the assets, and I'm wondering if maybe you guys can help me and other people learn a little bit more about this play, and that you've come to this play with fresh eyes, you know, sometime over the course of 2020 or 2021, and you've made two deals here. As I look at the map that you lay out there, the first deal, the Indigo, was more kind of biased to the south and west, and this deal is a little bit to the north and east. I'm wondering if you can give us a sense of how you know the kind of relative strengths or relative attractiveness varies across that position. With a particular you know mention of how the Bossier prospectivity you know where it kind of terminates or starts to attenuate as you move north. Yeah, I'll take that. Starting with your Bossier comment, we are talking about 700 inventory locations here, and it's close to a 50/50 split. There's a little more Haynesville, but it's close to a 50/50 split across the position. Very similar to the Indigo position that we picked up. When you look at the map, the core of the GEP acreage fits pretty nicely in and around the acreage that we picked up from Indigo. When you look at the map, southeast part of DeSoto Parish and the corner of Natchitoches Parish is where we've been seeing the really good Haynesville well results, best in the basin, Haynesville and Middle Bossier, that a lot of the industry public data has also reported on. When you look at the color combination here, Indigo had a big grouping of acreage, and then this GeoSouthern acreage hits on either side of that, which gives us more continuity across that really prolific part of the acreage position. When you go north a little bit, that kind of fills in a hole more in central DeSoto Parish, that's very high quality Haynesville, Middle Bossier. It's next to the WIM area that we picked up in the Indigo acquisition, which is in Louisiana, but closer to the western part of Louisiana, all similar performance and depths in that area. Then we're picking up a new area in the northern part of Red River Parish, which is also high quality performance, a mixture of Haynesville and Middle Bossier. Essentially all of the position is greater than 2 Bcf per 1,000 EUR. When you go down towards that southeastern piece that both deals connect, that's even better than the 2 Bcf per 1,000 EUR. We really like the complementary nature of the GeoSouthern acreage after already owning the Indigo position. Thanks for all that added detail, Clay. Thank you. The next question comes from Kashy Harrison with Piper Sandler. Please go ahead. Kassey. Good morning, everyone. Congratulations on the deal between GEP, Indigo and Montage. I'm sure your team has been extraordinarily busy over the past year and a half. Appreciate that. My questions are, you know, mainly financial related and maybe a sprinkle of strategy as well. I was wondering if you could provide some clarification on just, you know, pricing risk mitigation on this deal. Carl, I know you talked about, you know, maybe the hedging philosophies is evolving a bit, but as we think about this deal specifically, you know, there's $1.3 billion worth of debt, and I'm wondering if you actually do intend to hedge this particular deal quite aggressively just to make sure, you know, you don't get caught in an unfavorable position if the cycle turns, you know, if we don't have weather or something else goes as unexpected. It's a fair question. I think what we're prepared to say, we've already really said, is we recognize it's a large quantum of debt. It puts our pro forma debt quite a bit higher than our target debt range. We're committed to getting that target in that range, and we have a pretty disciplined hedging strategy that's part of our overall risk mitigation framework. I'll just leave it at that. I think the company's cash flow generation is at the scale we're at now is estimated to be quite robust. Exactly. All of that we've earmarked, if you wanna get really close or really clear, we've earmarked all of that free cash flow to go to pay down debt, until we reach our target. That discipline is a firm one. Okay. Maybe And then if I- Oh, sorry, go ahead. Go ahead. Oh, no, please go ahead. If you think about enterprise risk management and the fact that one of the tenets of that is managing commodity price and basis risk, we will continue to do what we are known for, and that is you know managing the risk associated with the capital outlays we have and other costs. Yeah, there'll be hedges across our portfolio, and we do that on a rolling three-year basis, and that practice will continue. The commodity price that is out there enables us to hedge at different levels. Gotcha. Maybe either for Bill or Carl, just a quick clarification on the definition of sustainable leverage. When you talk about, you know, getting to a specific, you know, 1-1.5 times sustainable leverage, does that contemplate using, you know, a price beneath the strip at any given point in time? Or does that take, you know, trough cycle pricing into consideration? Really where I'm going with this is, you know, does it make sense to maybe go beyond the $3-$3.5 billion just to make sure that, hey, if the cycle eventually turns and we're looking at, you know, $2.50 gas for whatever reason, you know, Southwestern would be in an advantaged position to make moves strategically within the down cycle. It's a great question. I'll answer it in a couple ways. Most directly when we talk about long-term through the cycle sustainable leverage ratio range of 1-1.5, that's sort of where we'd like to be to maintain an appropriate balance of financial safety and still have an appropriate cost of capital. We don't wanna be over-equitized. We would look to manage our business in that leverage range. i.e., if we got well below 1, we try and get back above 1. If we got above 1.5, we probably try and get back down into that range. Now, your second. I would think about that just as an ongoing target despite commodity prices, up, down. Now the other element which is new for us to guide to is what is our target quantum of debt. With that, $3 billion-$3.5 billion was predicated on a level of debt that we are quite comfortable with the leverage in a low commodity price scenario. We run that depending on what strip or what prices you use. With really low prices, we approach 2x, but not much more than that. That's something that we are comfortable weathering the down cycle from a leverage perspective. That's basically how we zeroed in on that range for total quantum of debt with this new pro forma business. Makes a ton of sense. Thank you. Thank you. This concludes our question and answer session. I'll now turn the conference back over to Bill Way for any closing remarks. Well, thank you for being here today and joining us on our call. We're very excited about the progress we've made in transforming the company, and I hope the scale of the company shows through on as you look at our materials. The activity that we've done around growth and scale, however, is strongly supported by those other three pillars I talked about, and making sure that we're protecting our balance sheet and clearly looking after our financial strength, our costs, and having the shareholder in the front of our mind all the time. As we continue to take this next step, we'll keep you posted, and we look forward to having conversations on our next call. With that, thank you for joining us. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.
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