Prospectus [Rule 424(b)(3)] – Form 424B3

FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO.: 333-259343

Southwestern Energy Company

Offer to Exchange

Up to $698,528,000 5.375% Senior Notes due 2029 (the “Outstanding Notes”)

for up to

$698,528,000 5.375% Senior Notes due 2029 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”)

Guaranteed by the Subsidiary Guarantors

We are offering to exchange up to $698,528,000 aggregate principal amount of our registered New Notes for up to $698,528,000 aggregate principal amount of our unregistered Outstanding Notes. The Outstanding Notes are, and the New Notes will be, guaranteed (the “guarantees”) by our subsidiaries Angelina Gathering Company, LLC, A.W. Realty Company, LLC, SWN Drilling Company, LLC, SWN E&P Services, LLC, SWN Energy Services Company, LLC, SWN International, LLC, SWN Midstream Services Company, LLC, SWN Producer Services, LLC, SWN Production Company, LLC, SWN Production (Louisiana), LLC, SWN Production (Ohio), LLC, SWN Water Resources Company, LLC and SWN Well Services, LLC.

The Exchange Offer will expire at 11:59 p.m., New York City time, on November 12, 2021 (the “Expiration Date”), unless we extend the Exchange Offer with respect to the Outstanding Notes in our sole and absolute discretion. We will announce any extension by press release or other permitted means no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. You may withdraw any Outstanding Notes tendered until the expiration of the Exchange Offer.

Terms of the Exchange Offer:

Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letters of transmittal state that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

For a discussion of factors you should consider in determining whether to tender your Outstanding Notes in connection with the Exchange Offer, see the information under “Risk Factors” beginning on page 22 of this prospectus, as well as in our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 and in the other documents incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 15, 2021.

You should read this document together with additional information described under the heading “Where You Can Find More Information and Incorporation By Reference.” You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional or different information. We are not making an offer to sell any series of securities in any state where the offer or sale is not permitted. You should not assume that the information we have included in this prospectus is accurate as of any date other than the date of this prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference or, in each case, as of any earlier date as of which such information is given. This prospectus does not constitute an offer, or an invitation on our behalf to subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

TABLE OF CONTENTS

Unless we have indicated otherwise, references in this prospectus to the “Company,” “we,” “us,” “our” and “Southwestern” refer to Southwestern Energy Company and its subsidiaries, and references to “subsidiary guarantors” refer to Angelina Gathering Company, LLC, A.W. Realty Company, LLC, SWN Drilling Company, LLC, SWN E&P Services, LLC, SWN Energy Services Company, LLC, SWN International, LLC, SWN Midstream Services Company, LLC, SWN Producer Services, LLC, SWN Production Company, LLC, SWN Production (Louisiana), LLC, SWN Production (Ohio), LLC, SWN Water Resources Company, LLC and SWN Well Services, LLC. With respect to the discussion of the terms of the New Notes in the section entitled “Prospectus Summary—Summary of Terms of New Notes” and in the section entitled “Description of the New Notes” the “Company,” “we,” “us,” “our” and “Southwestern” refer to Southwestern Energy Company and its subsidiaries.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in or incorporated by reference into this prospectus. You must not rely on any unauthorized information or representations. This prospectus constitutes an offer to sell only the New Notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer of any securities in any jurisdiction where the offer is not permitted.

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WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE

Some of the information that you may want to consider is not included in this prospectus, but rather is “incorporated by reference” herein or therein from certain reports that we have filed with the SEC. This permits us to disclose important information by referring to those documents rather than repeating them in full in this prospectus. The information incorporated by reference in this prospectus is considered part of this prospectus, except for any information that is updated or superseded, and contains important business and financial information. We incorporate by reference the following documents and all documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, after the date of this prospectus and at or prior to the Expiration Date, provided, however, that Southwestern is not incorporating by reference any information furnished (but not filed), except as otherwise specified herein:

Information that is furnished to the SEC (including information furnished under Item 2.02 or 7.01 of Form 8-K and corresponding information furnished under Item 9.01 or included as an exhibit) shall not be incorporated by reference or deemed to be incorporated by reference into this prospectus.

We will provide without charge to each person, including any beneficial owner of securities offered under this prospectus, to whom a copy of this prospectus has been delivered, upon the written or oral request of such person, a copy of any or all of the documents that have been or may be incorporated by reference into this prospectus, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents or this prospectus. You should direct any such requests to us at the following address:

Southwestern Energy Company

10000 Energy Drive

Spring, Texas 77389

Attention: Investor Relations

(832) 796-4700

Statements made in this prospectus or in any document incorporated by reference into this prospectus as to the contents of any contract or other document referred to herein or therein are not necessarily complete, and in each instance, reference is made to the documents incorporated by reference herein, each such statement being qualified in all material respects by such reference.

Any statement made in a document incorporated by reference or deemed incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is incorporated or deemed incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s belief and assumptions about the future in light of information currently available to our management. Forward-looking statements relate to future events and anticipated results of operations and business strategies, statements regarding the anticipated benefits of the Indigo Merger (as defined below), the anticipated impact of the Indigo Merger on Southwestern’s business and future financial and operating results, the expected amount and timing of synergies from the Indigo Merger and other aspects of operations or operating results. All statements, other than statements of historical fact, included in this prospectus that address activities, events or developments that Southwestern or Indigo (as defined below) expects, believes or anticipates will or may occur in the future are forward-looking statements. Words and phrases such as “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, Southwestern or Indigo expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond Southwestern’s and Indigo’s control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results or events to differ materially from those included in this prospectus. These include:

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These and other risks and uncertainties are described under the “Risk Factors” section of this prospectus, and under Part 1, Item 1A., “Risk Factors” and elsewhere in Southwestern’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”), Part 2, Item 1A., “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 and Part 2, Item 1A., “Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021. In addition, Southwestern may be subject to currently unforeseen risks that may have a materially adverse impact on it. For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information and Incorporation by Reference”.

Should one or more of the risks or uncertainties described above or elsewhere in this prospectus occur, or should underlying assumptions prove incorrect, Southwestern’s actual results and plans could differ materially from those expressed in any forward-looking statements. Southwestern specifically disclaims all responsibility to update publicly any information contained in a forward-looking statement or any forward-looking statement in its entirety and therefore disclaim any resulting liability for potentially related damages. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

MARKET AND INDUSTRY DATA

Market and industry data and forecasts included or incorporated by reference in this prospectus have been obtained from independent industry sources as well as from research reports prepared for other purposes. Although we believe these third-party sources to be reliable, we have not independently verified the data obtained from these sources and we cannot assure you of the accuracy or completeness of the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements included or incorporated by reference in this prospectus.

NON GAAP FINANCIAL MEASURES

Pre-tax PV-10 is a non-GAAP financial measure and generally differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. Neither pre-tax PV-10 nor standardized measure represents an estimate of the fair market value of our oil and natural gas properties. We understand that securities analysts use pre-tax PV-10 as one measure of the value of a company’s current proved reserves and to compare relative values among peer companies without regard to income taxes.

Total capitalization is non-GAAP financial measure that is defined as total debt plus total equity.

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RISK FACTORS

An investment in the New Notes involves risks. You should carefully consider all of the information in this prospectus and each of the risks described below, as well as the risk factors discussed under the caption “Risk Factors” in Southwestern’s Annual Report on Form 10-K for the year ended December 31, 2020, and Southwestern’s subsequent Quarterly Reports on Form 10-Q, as applicable, together with all of the other information included in, or incorporated by reference into, this prospectus and the documents incorporated by reference herein and therein when evaluating an investment in the New Notes. Any of the following risks could materially and adversely affect Southwestern’s or Indigo’s businesses, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in or incorporated by reference into this prospectus. To the extent the COVID-19 pandemic adversely affects Southwestern’s or Indigo’s businesses, operations, financial conditions and operating results, it may also have the effect of heightening many of such risks, such as those relating to Southwestern’s or Indigo’s level of indebtedness, Southwestern’s or Indigo’s need to generate sufficient cash flows to service such indebtedness, and Southwestern’s or Indigo’s ability to comply with the covenants contained in the agreements that govern our indebtedness. Although we believe we have identified and discussed below the material risks affecting Southwestern’s and Indigo’s businesses, there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that may adversely affect such businesses, financial conditions and results of operations in the future.

Risks Related to the Exchange Offer

There are significant consequences if you fail to exchange your Outstanding Notes.

We did not register the Outstanding Notes under the Securities Act or any state securities laws, nor do we intend to do so after completion of the Exchange Offer. As a result, the Outstanding Notes may only be transferred in limited circumstances under the securities laws. If you do not exchange your Outstanding Notes in the Exchange Offer, you will lose your right to have the Outstanding Notes registered under the Securities Act, subject to certain limitations. If you continue to hold Outstanding Notes after the Exchange Offer, you may be unable to sell the Outstanding Notes. Outstanding Notes that are not tendered or are tendered but not accepted or that are tendered but withdrawn will, following the Exchange Offer, continue to be subject to existing transfer restrictions and will continue to have a separate CUSIP number from the New Notes.

You must follow the appropriate procedures to tender your Outstanding Notes or they will not be exchanged.

The New Notes will be issued in exchange for the Outstanding Notes only after timely receipt by the exchange agent of the Outstanding Notes or a book-entry confirmation related thereto or an agent’s message and all other required documentation. If you want to tender your Outstanding Notes in exchange for New Notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of Outstanding Notes for exchange. Outstanding Notes that are not tendered or are tendered but not accepted will, following the Exchange Offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the Outstanding Notes in the Exchange Offer to participate in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements.

Risks Relating to the New Notes

We have a holding company structure in which our subsidiaries conduct our operations and own a substantial portion of our operating assets, causing us to be dependent upon their distributions to make payments on the New Notes.

As we are a holding company, our subsidiaries and affiliates conduct our operations and own a substantial portion of our operating assets. As a result, our ability to make required payments on the New Notes depends on

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the performance of our subsidiaries and their ability to make distributions, dividends, loans or advances to us. The ability of our subsidiaries to make distributions, dividends, loans or advances to us, and to engage in other transactions with us, may be restricted by, among other things, agreements of indebtedness, applicable state laws and other laws and regulations. If we are unable to obtain the funds necessary to pay the principal amount of the New Notes at maturity, we may be required to adopt one or more alternatives, such as a refinancing of the New Notes. We cannot assure you that we would be able to refinance the New Notes on acceptable terms or at all.

The New Notes and the guarantees will be unsecured obligations and will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and structurally subordinated to the existing and future indebtedness of any non-guarantor subsidiaries.

The New Notes and the guarantees will be general unsecured senior obligations ranking effectively subordinated to all of our and the guarantors’ existing and future secured indebtedness (including all borrowings under our Credit Agreement) to the extent of the value of the collateral securing such indebtedness. If we or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, the holders of our secured indebtedness or the secured indebtedness of such guarantor will be entitled to be paid in full from the proceeds of the assets, if any, securing such indebtedness before any payment may be made with respect to the New Notes or the affected guarantees. Holders of the New Notes will participate ratably in any remaining proceeds with all holders of our unsecured indebtedness, including unsecured indebtedness incurred after the New Notes are issued that does not rank junior to the New Notes, including trade payables and all of our other general indebtedness, based on the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient funds to pay amounts due on the New Notes. As a result, holders of the New Notes would likely receive less, ratably, than holders of secured indebtedness.

Additionally, the New Notes will be structurally subordinated to all existing and future indebtedness of our existing or future subsidiaries that are not guarantors of the New Notes. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor, all of that subsidiary’s creditors (including trade creditors) would be entitled to payment in full out of that subsidiary’s assets before we or any of our creditors would be entitled to any payment. As of June 30, 2021, our non-guarantor subsidiaries held less than 1% of our total assets and had no material liabilities.

Our current and future levels of indebtedness may adversely affect our results and limit our growth.

As of June 30, 2021, we had long-term indebtedness, excluding unamortized issuance expense and debt discount, of $3,021 million and, $568 million of borrowings and $233 million of letters of credit under our Credit Agreement, resulting in borrowing availability under our Credit Agreement of approximately $1,199 million. The terms of the indentures governing our outstanding senior notes, our Credit Agreement and the lease agreements relating to our drilling rigs, other equipment and headquarters building, which we collectively refer to as our “financing agreements,” impose restrictions on our ability and, in some cases, the ability of our subsidiaries to take a number of actions that we may otherwise desire to take, which may include, without limitation, one or more of the following:

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The Credit Agreement contains customary representations, warranties and covenants including, among others, the following covenants:

In conjunction with the October 2020 redetermination process under our Credit Agreement, we entered into an amendment to our Credit Agreement to, among other matters:

Although we do not anticipate any violations of our financial covenants, our ability to comply with these financial covenants depends in part on the success of our development program and upon factors beyond our control, such as the market prices for natural gas, oil and NGLs.

Although the Indenture that will govern the New Notes and our existing indentures governing our outstanding senior notes contain covenants limiting liens and sale and leaseback transactions, these covenants contain exceptions that would allow us to create, grant or incur certain liens or security interests. Moreover, these indentures do not contain any limitations on the ability of us or our subsidiaries to incur debt, pay dividends or make investments, or limit the ability of our subsidiaries to make distributions to us. Such activities may, however, be limited by our other financing agreements in certain circumstances.

Our level of indebtedness and off-balance sheet obligations, and the covenants contained in our financing agreements and other debt agreements, could have important consequences for our operations, including:

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Our ability to comply with the covenants and other restrictions in our financing agreements may be affected by events beyond our control, including prevailing economic and financial conditions.

Failure to comply with the covenants and other restrictions could lead to an event of default and the acceleration of our obligations under our outstanding senior notes, credit facilities or other financing or debt agreements, and in the case of the lease agreements for drilling rigs, compressors and pressure pumping equipment, loss of use of the equipment. In particular, the occurrence of other risks, such as declines in commodity prices, increases in basis differentials and inability to access markets, could reduce our profits and thus the cash we have to fulfill our financial obligations. If we are unable to satisfy our obligations with cash on hand, we could attempt to refinance such debt, sell assets or repay such debt with the proceeds from an equity offering. We cannot assure that we will be able to generate sufficient cash flow to pay the interest on our debt, to meet our lease obligations, or that future borrowings, equity financings or proceeds from the sale of assets will be available to pay or refinance such debt or obligations. The terms of our financing agreements and other debt agreements may also prohibit us from taking such actions. Factors that will affect our ability to raise cash through an offering of our capital stock, a refinancing of our debt or a sale of assets include financial market conditions and our market value and operating performance at the time of such offering or other financing. We cannot assure that any such proposed offering, refinancing or sale of assets can be successfully completed or, if completed, that the terms will be favorable to us.

We may be unable to repay the New Notes when due or repurchase the New Notes when we are required to do so.

At final maturity of the New Notes or in the event of acceleration of the New Notes following an event of default, the entire outstanding principal amount of the New Notes will become due and payable. Upon a change of control event (as described herein), we will be required to offer to repurchase in cash all of our outstanding senior notes at a redemption price equal to 101% of the principal amount of the New Notes plus accrued and unpaid interest up to, but excluding, the repurchase date. If we were unable to make the required payments or repurchases of the New Notes, it would constitute an event of default under the Indenture related to the New Notes and under our other financing agreements and other debt agreements. The indentures for our outstanding senior notes and the senior notes we may issue in the future, including in exchange for the Indigo Notes in the Exchange Offer, also provide or may in the future provide for repurchase rights upon certain change of control events, and our Credit Agreement requires repayment of amounts outstanding thereunder and certain other amounts. Any future debt agreements may have similar provisions. As a result, holders of our other debt securities may have the ability to require us to repurchase their debt securities before or at the same time as the holders of the New Notes offered hereby would have such repurchase rights. It is possible that we will not have sufficient funds at maturity, upon acceleration or at the time of the change of control event or other fundamental change to make the required repurchase of the New Notes and our other debt securities. In addition, certain change of control events would constitute an event of default under our Credit Agreement, which could lead to a default on the New Notes and our other debt securities or an inability to make a change of control payment on the New Notes and our other debt securities.

Federal and state statutes allow courts, under specific circumstances, to avoid or limit the New Notes and guarantees, and to require holders of the New Notes to return payments previously made by us or the guarantors.

Our creditors and the creditors of the guarantors of the New Notes could challenge the issuance of the New Notes or the subsidiary guarantors’ issuance of their guarantees, respectively, as fraudulent conveyances or on

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other grounds such as equitable subordination. Under the federal bankruptcy law and similar provisions of state fraudulent transfer laws, the issuance of the New Notes and the guarantees could be avoided (that is, cancelled or limited) as fraudulent transfers or subordinated to other creditors if a court determined that the company, at the time it issued the New Notes, or any guarantor, at the time it issued the guarantee (or, in some jurisdictions, when payment became due under the guarantee):

If the New Notes or guarantees were avoided or limited under fraudulent transfer or other laws, any claim you may make against us or the applicable guarantor for amounts payable on the New Notes or related guarantee would be unenforceable to the extent of such avoidance or limitation or may be subordinated to the claims of other creditors. Moreover, the court could order you to return any payments previously made by us or such guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a party would be considered insolvent if:

We cannot be sure what standard a court would apply in making these determinations or, regardless of the standard, that a court would not avoid the New Notes or guarantees.

The Indenture governing the New Notes provides that the issuance of the New Notes and the obligation of each guarantor under its guarantee are limited as necessary to prevent them from constituting a fraudulent conveyance or fraudulent transfer under applicable law. We cannot assure you that this limitation will protect the issuance of the New Notes or the guarantees from fraudulent conveyance or fraudulent transfer challenges or, if it does, that the remaining amount due and collectible would suffice, if necessary, to pay the New Notes in full when due.

Not all of our subsidiaries are required to guarantee the New Notes, and we can release guarantees from time to time without the consent of holders of the New Notes.

Under the terms of the Indenture, only certain of our subsidiaries are required to guarantee the New Notes or our outstanding notes. In addition, holders of the New Notes will be deemed to have consented to the release of the guarantee of the New Notes provided by a subsidiary guarantor, without any action required on the part of the

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trustee or any holder of the New Notes, upon such subsidiary guarantor ceasing to guarantee or be a borrower under our Credit Agreement or certain other indebtedness of ours or another subsidiary guarantor under the circumstances described under “Description of the New Notes—The Guarantees.” In addition, a subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guarantee in the other circumstances set out under “Description of the New Notes—The Guarantees.” Any such release would result in any debt or other obligations of the applicable subsidiary becoming structurally senior to the New Notes.

A downgrade in our credit rating could negatively impact our cost of and ability to access capital and our liquidity.

Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, could impact our ability to access debt markets in the future to refinance existing debt or obtain additional funds, affect the market value of our notes and increase our borrowing costs. Such ratings are limited in scope, and do not address all material risks relating to us, but rather reflect only the view of each rating agency of the likelihood we will be able to repay our debt at the time the rating is issued. An explanation of the significance of each rating may be obtained from the applicable rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant.

Actual downgrades in our credit ratings may also impact our interest costs and liquidity. The interest rates under certain of our notes increases as credit ratings fall. Many of our existing commercial contracts contain, and future commercial contracts may contain, provisions permitting the counterparty to require increased security upon the occurrence of a downgrade in our credit rating. Providing additional security, such as posting letters of credit, could reduce our available cash or our liquidity under our Credit Agreement for other purposes. We had $233 million of letters of credit outstanding at June 30, 2021. The amount of additional financial assurance would depend on the severity of the downgrade from the credit rating agencies, and a downgrade could result in a decrease in our liquidity.

The credit ratings assigned to the New Notes may not reflect all risks of an investment in our notes.

We expect that the New Notes will be rated by at least two nationally recognized statistical rating organizations. These credit ratings are limited in scope, and do not address all material risks relating to an investment in the New Notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies if, in such rating agency’s judgment, circumstances so warrant. Agency credit ratings are not a recommendation to buy, sell or hold any security. Each agency’s rating should be evaluated independently of any other agency’s rating. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market value of our notes and increase our corporate borrowing costs.

We may not be able to repurchase the New Notes upon a Change of Control Triggering Event.

We may not be able to repurchase the New Notes upon a Change of Control Triggering Event because we may not have sufficient funds. Upon a Change of Control Triggering Event, holders of the New Notes may require us to make an offer to purchase the New Notes for cash at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereto, but not including, the date of purchase. Our failure to purchase such tendered notes upon the occurrence of such Change of Control Triggering Event would result in an event of default under the Indenture governing the New Notes and a cross-default under the agreements governing certain of our other indebtedness which may result in the acceleration of such indebtedness requiring us to repay that indebtedness immediately. If such a Change of Control Triggering Event

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were to occur, we may not have sufficient funds to repay any such accelerated indebtedness. In addition, you may not be able to require us to repurchase the New Notes under the change of control provisions in the Indenture in the event of certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness, potentially resulting in a downgrade of our credit ratings, thereby negatively affecting the value of the New Notes), reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a “Change of Control Triggering Event” under the Indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a “Change of Control Triggering Event” that would trigger our obligation to purchase the New Notes. Therefore, if an event occurs that does not constitute a “Change of Control Triggering Event,” we will not be required to make an offer to purchase the New Notes and you may be required to continue to hold your notes despite the event.

Active trading markets for the New Notes may not develop, which could make it more difficult for holders of the New Notes to sell their notes and/or result in a lower price at which holders would be able to sell their notes.

There is no existing market for the New Notes. The New Notes will not be listed on any securities exchange. There can be no assurance that a trading market for the New Notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the New Notes, your ability to sell your notes or the price at which you will be able to sell your notes. Future trading prices of the New Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the New Notes and the market for similar securities. Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:

If trading markets do develop, changes in our credit ratings or the debt markets could adversely affect the market prices of the New Notes.

The market prices for the New Notes will depend on many factors, including:

The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the prices of the New Notes.

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Risks Related to the Indigo Merger

Southwestern may be unable to successfully integrate Indigo’s business into its business or achieve the anticipated benefits of the Indigo Merger.

The success of the Indigo Merger will depend, in part, Southwestern’s ability to realize the anticipated benefits and cost savings from combining Southwestern’s and Indigo’s businesses, and there can be no assurance that Southwestern will be able to successfully integrate or otherwise realize the anticipated benefits of the Indigo Merger. Difficulties in integrating Southwestern and Indigo may result in the combined company performing differently than expected, in operational challenges, or in the failure to realize anticipated expense-related efficiencies. Potential difficulties that may be encountered in the integration process include, among others:

Southwestern’s ability to achieve the anticipated benefits of the Indigo Merger will depend in part upon whether it can integrate Indigo’s business into Southwestern’s existing business in an efficient and effective manner. Southwestern may not be able to accomplish this integration process successfully. The successful acquisition of producing properties, including those owned by Indigo, requires an assessment of several factors, including:

The accuracy of these assessments is inherently uncertain. In connection with these assessments, Southwestern has performed a review of the subject properties that it believes to be generally consistent with industry practices. The review was based on Southwestern’s analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines. Data used in such review was furnished by Indigo or obtained from publicly available sources. Southwestern’s review may not reveal all existing or potential problems or permit Southwestern to fully assess the deficiencies and potential recoverable reserves for all of the acquired properties, and the reserves and production related to the assets and operations of Indigo may differ materially after such data is reviewed further by Southwestern. Inspections will not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is

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undertaken. Even when problems are identified, Indigo may be unwilling or unable to provide effective contractual protection against all or a portion of the underlying deficiencies. Southwestern is often not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis, and, as is the case with certain liabilities associated with the assets and operations of Indigo, Southwestern is entitled to remedies for only certain environmental liabilities. Additionally, Southwestern will not have the ability to control operations with respect to the portion of the assets and operations of Indigo in which Indigo holds only a non-operating interest. The integration process may be subject to delays or changed circumstances, and Southwestern can’t give any assurances that the assets and operations of Indigo will perform in accordance with Southwestern’s expectations or that Southwestern’s expectations with respect to integration or cost savings as a result of the Indigo Merger will materialize.

The Indigo Merger and the other transactions contemplated by the Indigo Merger Agreement may trigger change in control or other provisions in certain agreements to which Indigo is a party, which may have an adverse impact on the combined company’s business and results of operations.

The Indigo Merger and the other transactions contemplated by the Indigo Merger Agreement may trigger change in control and other provisions in certain agreements to which Indigo is a party. For those agreements for which we and Indigo are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. We could require a significant amount of funds to make these repurchases and repayments. The foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations.

Southwestern’s results may suffer if it does not effectively manage its expanded operations resulting from the Indigo Merger.

The Indigo Merger will cause the size of the Company’s business to increase significantly beyond its current size. Southwestern’s future success will depend, in part, on Southwestern’s ability to manage this expanded business, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Indigo into Southwestern’s existing business in an efficient and timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.

Southwestern may be exposed to additional commodity price risk as a result of the acquisition of Indigo’s upstream assets.

The prices for natural gas have historically been volatile, and Southwestern expects this volatility to continue in the future. The Indigo Merger may increase Southwestern’s exposure to these, or other, commodity price risks.

To mitigate its exposure to changes in commodity prices, Indigo hedges natural gas from time to time, primarily through the use of certain derivative commodity instruments. Southwestern will bear the economic impact of all of Indigo’s current hedges as a result of the Indigo Merger. Actual natural gas prices may differ from the Company’s expectations and, as a result, such hedges could have a negative impact on Southwestern’s business.

The combined company may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

We will account for the Indigo Merger as an acquisition of a business in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of Indigo and its subsidiaries will be recorded, as of completion, at their respective fair values and added to ours. Our reported financial condition and results of operations for periods after completion of the Indigo Merger will reflect Indigo’s balances and results after

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completion of the Indigo Merger but will not be restated retroactively to reflect the historical financial position or results of operations of Indigo and its subsidiaries for periods prior to the Indigo Merger.

Under the acquisition method of accounting, the total purchase price will be allocated to Indigo’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Indigo Merger. The excess of the purchase price over those fair values, if any, will be recorded as goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, the combined company may be required to incur material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

We will incur significant transaction costs in connection with the Indigo Merger.

We have incurred and are expecting to incur a number of non-recurring costs associated with the Indigo Merger, combining the operations of Indigo with ours and achieving desired synergies. These costs have been, and will continue to be substantial. The substantial majority of non-recurring expenses consisted of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance, and benefit costs. We also have incurred and will continue to incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of Indigo’s assets, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

The unaudited pro forma condensed combined financial information and the pro forma reserves information incorporated by reference in this prospectus is presented for illustrative purposes only and may not be reflective of our operating results, financial condition or reserves. In addition, such information is subject to change.

The unaudited pro forma condensed combined financial information incorporated by reference in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Indigo Merger been completed on the dates indicated. Similarly, the pro forma reserves information in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what our reserves would have been had the Indigo Merger been completed on the dates indicated. Further, our actual results and financial position after the Indigo Merger may differ materially and adversely from the pro forma information that is included in this prospectus. The unaudited pro forma condensed combined financial information reflects adjustments based upon preliminary estimates of the fair value of the assets to be acquired and liabilities to be assumed.

In addition, it is possible that we may be required to make changes in the future to the pro forma condensed combined financial statements. Any such change or modifications could be significant.

Indigo is a private company, and therefore, Indigo’s financial statements are not prepared in accordance with the SEC requirements for public company financial statements.

Indigo is a private company and is not subject to the SEC financial reporting requirements. Indigo’s historical consolidated financial statements included in this prospectus are not prepared in accordance with SEC financial reporting requirements or public company accounting principles. Based on this, there may be information not included, which would be necessary to include in a public company’s historical consolidated financial statements. Accordingly, such information is subject to change. Any such change or modifications could be significant.

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Our ability to utilize our U.S. net operating loss carryforwards to reduce future taxable income will be subject to various limitations under the Code.

Section 382 of the Code imposes a limitation on the ability of a corporation to utilize its net operating loss carryforwards (“NOLs”) upon the occurrence of an ownership change resulting from issuances of a corporation’s stock or the sale or exchange of such corporation’s stock by certain shareholders if, as a result, there is an aggregate change of more than 50% in the beneficial ownership of such corporation’s stock by such shareholders during any three-year period. We believe that the Indigo Merger will result in an ownership change with respect to us, which would trigger a limitation on our ability to utilize any of its historic loss carryforwards based on information currently available. The limitation with respect to such loss carryforwards generally would be equal to (i) the fair market value of our equity as of immediately prior to such ownership change multiplied by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. In addition, the limitation would, under current law, be increased if there are recognized built-in gains during any post-change year, but only to the extent of any net unrealized built-in gains in our assets at the time of the ownership change. Any such limitation imposed on the ability to use such NOLs to offset future taxable income could cause us to pay U.S. federal income taxes earlier than we otherwise would if such limitations were not in effect and could cause certain of such NOLs to expire unused, thereby reducing or eliminating the benefit of such NOLs.

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SUBSIDIARY GUARANTORS

SEC Regulation S-X Rule 13-01 allows the omission of Summarized Financial Information if assets, liabilities and results of operations of the combined issuer and guarantors of the New Notes are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company. Therefore, the Company concluded that the presentation of the Summarized Financial Information is not required.

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USE OF PROCEEDS

This Exchange Offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any proceeds from the Exchange Offer. You will receive, in exchange for the Outstanding Notes validly tendered by you and not validly withdrawn that are accepted by us in the Exchange Offer, New Notes in the same principal amount. The Outstanding Notes surrendered in exchange for the New Notes will be retired and cancelled and will not result in any increase in our outstanding debt. Any tendered but unaccepted Outstanding Notes will be returned to you and will remain outstanding.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

On September 3, 2021, Southwestern, the subsidiary guarantors and the Dealer Managers entered into a registration rights agreement, pursuant to which Southwestern agreed to use reasonable best efforts to file with the SEC and cause to become effective a registration statement of which this prospectus forms a part (the “Registration Rights Agreement”). The Exchange Offer will permit eligible holders of the Outstanding Notes to exchange their Outstanding Notes for the New Notes, which are identical in all material respects to the Outstanding Notes, except that:

Pursuant to the Registration Rights Agreement, we agreed that we will, at our expense, for the benefit of the holders of the Outstanding Notes:

Upon the effectiveness of the registration statement of which this prospectus is a part, we will offer the New Notes in exchange for the Outstanding Notes in the Exchange Offer made pursuant to the Registration Rights Agreement. A copy of the Registration Rights Agreement is filed as an exhibit to our Current Report on Form 8-K and incorporated by reference into this prospectus.

The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of the Outstanding Notes in any jurisdiction in which the Exchange Offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes.

Terms of the Exchange Offer

We are offering to exchange up to $698,528,000 of our new registered 5.375% Senior Notes due 2029 for up to $698,528,000 of our unregistered 5.375% Senior Notes due 2029.

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Subject to terms and conditions described in this prospectus, we will accept for exchange Outstanding Notes which are validly tendered on or prior to the Expiration Date and not validly withdrawn as described herein. The Expiration Date initially means 11:59 p.m., New York City time, on November 12, 2021. We may, however, in our sole and absolute discretion, extend the period of time during which the Exchange Offer is open with respect to the Outstanding Notes. The term “Expiration Date” means the latest time and date to which the Exchange Offer is extended.

This prospectus is first being sent on or about October 15, 2021, to all holders of Outstanding Notes known to us. Our obligation to accept Outstanding Notes for exchange in the Exchange Offer is subject to the conditions described below under the heading “— Conditions to the Exchange Offer.” The Exchange Offer is not conditioned upon holders tendering a minimum principal amount of Outstanding Notes. As of the date of this prospectus, $698,528,000 aggregate principal amount of Outstanding Notes are outstanding.

Outstanding Notes tendered in the Exchange Offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

Holders of the Outstanding Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offer. If you do not tender your Outstanding Notes or if you tender Outstanding Notes that we do not accept, your Outstanding Notes will remain outstanding. Any Outstanding Notes will be entitled to the benefits of the Indenture but will not be entitled to any further registration rights under the Registration Rights Agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to such Outstanding Notes.

After the Expiration Date, we will return to the holder any tendered Outstanding Notes that we did not accept for exchange.

NEITHER WE, OUR BOARD OF DIRECTORS, OUR MANAGEMENT NOR THE EXCHANGE AGENT MAKES ANY RECOMMENDATION TO THE HOLDERS OF THE OUTSTANDING NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OUTSTANDING NOTES IN THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF THE OUTSTANDING NOTES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER, AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR FINANCIAL POSITION AND REQUIREMENTS.

We have the right, in accordance with applicable law, at any time:

If we materially amend the Exchange Offer, we will as promptly as practicable distribute a prospectus to the holders of the Outstanding Notes disclosing the change and extend the Exchange Offer, to the extent required by applicable law.

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If we exercise any of the rights listed above, we will as promptly as practicable give oral or written notice of the action to the exchange agent and will make a public announcement of such action. In the case of an extension, an announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

Acceptance of Outstanding Notes for Exchange and Issuance of New Notes

Upon satisfaction or waiver of all of the conditions of the Exchange Offer, as promptly as practicable after the Expiration Date, we will accept all Outstanding Notes validly tendered and not validly withdrawn prior to the Expiration Date, and we will issue New Notes and deliver them to the exchange agent. The exchange agent might not deliver the New Notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

We will be deemed to have exchanged Outstanding Notes validly tendered and not validly withdrawn when we give oral or written notice to the exchange agent of our acceptance of the tendered Outstanding Notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of Outstanding Notes, letters of transmittal and related documents.

In tendering Outstanding Notes, you must warrant in an agent’s message (described below) that:

You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the Outstanding Notes.

The holder of each Outstanding Note accepted for exchange will receive a New Note in the principal amount equal to the surrendered Outstanding Note. Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the later of August 1, 2021 and the most recent date to which interest has been paid on the Outstanding Notes. Holders of New Notes will not receive any payment in respect of accrued interest on Outstanding Notes otherwise payable on any interest payment date, the record date for which occurs on or prior to the consummation of the Exchange Offer.

If any tendered Outstanding Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offer or if Outstanding Notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged Outstanding Notes will be returned without expense to the tendering holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described below, such non-exchanged Outstanding Notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the Exchange Offer).

Procedures for Tendering Outstanding Notes

To participate in the Exchange Offer, you must validly tender your Outstanding Notes to the exchange agent as described below. We will only issue New Notes in exchange for Outstanding Notes that you timely and validly tender. Therefore, you should allow sufficient time to ensure timely delivery of the Outstanding Notes, and you

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should follow carefully the instructions on how to tender your Outstanding Notes. It is your responsibility to validly tender your Outstanding Notes. We have the right to waive any defects. However, we are not required to waive defects, and neither we nor the exchange agent is required to notify you of any defects in your tender.

If you have any questions or need help in exchanging your Outstanding Notes, please call the exchange agent whose address and phone number are described in this prospectus.

All of the Outstanding Notes were issued in book-entry form, and all of the Outstanding Notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC. We have confirmed with DTC that the Outstanding Notes may be tendered using Automated Tender Offer Program (“ATOP”). The exchange agent will establish an account with DTC for purposes of the Exchange Offer promptly after the commencement of the Exchange Offer, and DTC participants may electronically transmit their acceptance of the Exchange Offer by causing DTC to transfer their Outstanding Notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an “agent’s message” to the exchange agent. The agent’s message will state that DTC has received instructions from the participant to tender Outstanding Notes and that the participant agrees to be bound by the terms of this prospectus.

There is no procedure for guaranteed late delivery of the Outstanding Notes.

If you beneficially own Outstanding Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf.

Determination of Validity

We, in our sole and absolute discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered Outstanding Notes. Our determination of these questions as well as our interpretation of the terms and conditions of the Exchange Offer will be final and binding on all parties. A tender of Outstanding Notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of Outstanding Notes for exchange within such reasonable period of time as we will determine, unless we waive the defects or irregularities. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failing to give any such notice.

We reserve the absolute right, in our sole and absolute discretion:

If any endorsement, bond power, power of attorney, or any other document required by the Exchange Offer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole and absolute discretion, of his or her authority to so act.

Resales of New Notes

Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the Exchange Offer, we believe that a holder of New Notes, other than a broker-dealer, may offer New Notes for resale, resell

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and otherwise transfer the New Notes without delivering a prospectus to prospective purchasers, if the holder acquired the New Notes in the ordinary course of business, has no intention of engaging in a “distribution” (as defined under the Securities Act) of the New Notes and is not an “affiliate” (as defined under the Securities Act) of Southwestern or the subsidiary guarantors. We will not seek our own interpretive letter. As a result, we cannot assure you that the SEC staff will take the same position on this Exchange Offer as it did in interpretive letters to other parties in similar transactions.

By tendering Outstanding Notes, the holder, other than participating broker-dealers, as defined below, of those Outstanding Notes is deemed to represent to us that, among other things:

If any holder or any such other person is an “affiliate” of the Company or the subsidiary guarantors or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” of the New Notes, such holder or other person:

Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes must represent that the Outstanding Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the New Notes pursuant to the Exchange Offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” (as defined under the Securities Act). If a broker-dealer acquired Outstanding Notes as a result of market-making or other trading activities, it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of New Notes received in exchange for the Outstanding Notes pursuant to the Exchange Offer. We have agreed that, during the period ending not less than 20 business days (or longer if required by applicable law) after the date that notice of the Exchange Offer is mailed to the holders of the Outstanding Notes, subject to extension in limited circumstances, we will use our reasonable best efforts to keep the Exchange Offer Registration Statement effective and make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the Exchange Offer.

Withdrawal Rights

You can withdraw tenders of Outstanding Notes at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent. The notice of withdrawal must:

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The notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, Outstanding Notes properly withdrawn may again be tendered at any time on or prior to the Expiration Date.

We will determine all questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices. Our determination of these questions as well as our interpretation of the terms and conditions of the Exchange Offer will be final and binding on all parties. Neither we, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice.

In the case of Outstanding Notes tendered by book-entry transfer through DTC, the Outstanding Notes withdrawn or not exchanged will be credited to an account maintained with DTC. Withdrawn Outstanding Notes will be returned to the holder after withdrawal. The Outstanding Notes will be returned or credited to the account maintained with DTC as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to the holder.

Properly withdrawn Outstanding Notes may again be tendered by following one of the procedures described under “— Procedures for Tendering Outstanding Notes” above at any time prior to the applicable Expiration Date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the Exchange Offer, we are not required to accept for exchange, or to issue New Notes in exchange for, any Outstanding Notes, and we may terminate or amend the Exchange Offer, if at any time prior to the applicable Expiration Date:

The conditions stated above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any condition or may be waived by us in whole or in part at any time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time.

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In addition, we will not accept for exchange any Outstanding Notes tendered, and we will not issue New Notes in exchange for any such Outstanding Notes, if at such time any stop order by the SEC is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part, or the Indenture is no longer qualified under the Trust Indenture Act.

Exchange Agent

We appointed Regions Bank as exchange agent for the Exchange Offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus to the exchange agent at the address and phone number as follows:

By registered or certified mail, hand delivery or overnight courier:

Regions Bank, as Exchange Agent

3773 Richmond Avenue, Suite 1100

Houston, Texas 77046

Attn: Corporate Trust

By Facsimile (713) 960-4058

or by email at [email protected]

If you deliver any other documents to an address or facsimile number other than those listed above, your tender is invalid.

Fees and Expenses

The Registration Rights Agreement provides that we will, jointly and severally, bear all expenses incurred in connection with the performance of our obligations relating to the registration of the New Notes and the conduct of the Exchange Offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will reimburse the initial purchasers and the holders of the Outstanding Notes for the reasonable fees and disbursements of on firm of attorneys chosen by the holders of a majority in the aggregate principle amount of the Outstanding Notes. Holders shall bear all of their costs, including any underwriting discounts, brokerage commissions or transfer taxes.

Transfer Taxes

Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, New Notes issued in the Exchange Offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the Exchange Offer, then the holder must pay any such transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with their tender, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

We will record the New Notes at the same carrying value as the Outstanding Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon completion of the Exchange Offer. The fees and expenses discussed above will partially be expensed as incurred with the remaining portion recorded as deferred financing costs and amortized over the remaining life of the related bonds.

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Consequences of Failure to Exchange Outstanding Notes

Holders who desire to tender their Outstanding Notes in exchange for New Notes should allow sufficient time to ensure timely delivery. Neither the exchange agent nor Southwestern is under any duty to give notification of defects or irregularities with respect to the tenders of notes for exchange.

Outstanding Notes that are not tendered or are tendered but not accepted will, following the consummation of the Exchange Offer, continue to be subject to the provisions in the Indenture regarding the transfer and exchange of the Outstanding Notes and the existing restrictions on transfer set forth in the legend on the Outstanding Notes and in the offering memorandum relating to the Outstanding Notes.

Upon completion of the Exchange Offer, holders of the Outstanding Notes will not be entitled to any further registration rights under the Registration Rights Agreement, except under limited circumstances.

Consequences of Exchanging Outstanding Notes

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, we believe that the New Notes may be offered for resale, resold or otherwise transferred by holders after the Exchange Offer other than by any holder who is an “affiliate” (as defined in Rule 405 under the Securities Act) of Southwestern or the subsidiary guarantors. Such notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

However, the SEC has not considered the Exchange Offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in such other circumstances. Each holder, other than a broker-dealer, by tendering Outstanding Notes in the Exchange Offer, is deemed to represent and must furnish a written representation, at our request, that:

Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes must acknowledge that such Outstanding Notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it will deliver or make available a prospectus in connection with any resale of such New Notes. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the Exchange Offer.

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DESCRIPTION OF THE NEW NOTES

The following description of the particular terms of the New Notes and summaries of certain provisions of the Indenture do not purport to be complete and are subject to and are qualified in their entirety by reference to all of the provisions of the Indenture, which provisions of the Indenture are incorporated herein by reference. Capitalized and other terms not otherwise defined in this prospectus will have the meanings given to them in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. You may obtain a copy of the Indenture from us upon request.

In this section, the terms “we,” “our,” “us” and “Southwestern Energy Company” refer solely to Southwestern Energy Company and not its subsidiaries. References to “holders” mean those who have New Notes registered in their names on the books that we or the trustee maintain for that purpose, and not those who own beneficial interests in New Notes issued in book-entry form through DTC or in New Notes registered in street name. Owners of beneficial interests in the New Notes should refer to “Form, book-entry procedures and transfer” below.

The New Notes

The New Notes will be issued as senior debt securities pursuant to the Indenture. The terms of the New Notes will be as set forth herein.

The New Notes will mature on February 1, 2029. Unless previously redeemed or purchased and cancelled, we will repay the New Notes in cash at 100% of their principal amount together with accrued and unpaid interest thereon at maturity. We will pay principal of and interest on the New Notes in U.S. dollars.

The New Notes will be:

The New Notes will be issued in registered, book-entry form only without interest coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Indenture and the New Notes will not limit the amount of indebtedness that may be incurred or the amount of securities which may be issued by us, and contain no financial or similar restrictions on us, except as described under “Certain Covenants” below. The Indenture provides that we may issue other series of debt securities thereunder.

The New Notes will be issued in an aggregate initial principal amount of up to $698,528,000.

The Guarantees

The New Notes will be guaranteed, jointly and severally, on a senior unsecured basis by all of our direct and indirect, wholly owned subsidiaries that guarantee our Credit Agreement, subject to release as described below. Each guarantee of the New Notes will be:

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If, in the future, any of our non-guarantor subsidiaries guarantees, becomes a borrower or guarantor under, or grants any lien to secure certain indebtedness of us or a subsidiary guarantor, as described below under “Certain Covenants — Future Guarantors,” then we will cause such subsidiary to become a guarantor of the New Notes by executing a supplement to the Indenture and delivering such supplement to the trustee promptly (but in any event, within ten business days of the date on which it guaranteed or incurred such obligations or granted such lien, as the case may be). In the event of a bankruptcy, liquidation or reorganization of any subsidiary that does not guarantee the New Notes, such non-guarantor subsidiary will pay the holders of its debt or debt it guarantees and its trade creditors before it will distribute any of its assets to us.

The obligations of each guarantor under its subsidiary guarantee will be limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. If a subsidiary guarantee is rendered voidable, it could be subordinated by a court to all other debt (including guarantees and other contingent liabilities) of the applicable guarantor, and, depending on the amount of such debt, a guarantor’s liability on its subsidiary guarantee could be reduced to zero.

The Indenture will limit the ability of a guarantor to consolidate with or merge with or into any other person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets and the properties or assets of its subsidiaries (taken as a whole with the properties or assets of such guarantor) to another person in one or more related transactions.

Each of our subsidiaries’ guarantees will be released:

(1) in connection with any sale or other disposition of all or substantially all of the properties or assets of, or all of our direct or indirect limited partnership, limited liability company or other equity interests in, that guarantor (including by way of merger or consolidation) to a person that is not (either before or after giving effect to such transaction) an affiliate of us;

(2) upon the merger of the guarantor into us or any other guarantor or the liquidation or dissolution of the guarantor;

(3) upon legal defeasance or covenant defeasance as described in the accompanying prospectus under the caption “Description of Debt Securities and Related Guarantees — Defeasance” or upon satisfaction and discharge of the Indenture as described in the accompanying prospectus under the caption “Description of Debt Securities and Related Guarantees — Satisfaction and Discharge”; or

(4) upon delivery of written notice to the trustee of the release of all guarantees or other obligations of the guarantor under the Credit Agreement and any future credit facility or other indebtedness for money borrowed that required that guarantor to guarantee the New Notes under the covenant described below under “— Certain Covenants – Future Guarantors” such that the subsidiary would not be required to be a guarantor under such covenant.

If at any time following any release of a guarantor from its guarantee of the New Notes pursuant to clause (4) in the preceding paragraph, the guarantor again incurs obligations under the Credit Agreement or any future

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credit facility or other indebtedness for money borrowed such that the subsidiary would be required to be a guarantor under the second paragraph of this covenant, then we will cause the guarantor to again guarantee the New Notes in accordance with the Indenture.

Interest

Interest will accrue on the New Notes at the rate of 5.375% per year from the later of August 1, 2021 and the most recent date to which interest has been paid on the Outstanding Notes. We will make interest payments on the New Notes semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2022 to the person in whose name the New Notes are registered at the close of business on the immediately preceding January 15 and July 15, as applicable. Interest on the New Notes will be computed on the basis of a 360-day year of twelve 30-day months. If we are obligated to pay additional interest on the New Notes as described below under “Registration Rights”, all references in this description to “interest” shall be deemed to include such additional interest to the extent then applicable.

If an interest payment date for the New Notes falls on a day that is not a business day, the interest payment shall be postponed to the next succeeding business day, and no interest on such payment shall accrue for the period from and after such interest payment date.

Further Issuances

We may from time to time, without notice to or the consent of the registered holders of the New Notes, create and issue further New Notes having the same terms as the New Notes in all respects (or in all respects other than the payment of interest accruing prior to the issue date of such further New Notes or except for the first payment of interest following the issue date of such further New Notes). Such further New Notes will form a single series with the New Notes and have substantially similar terms as to status, optional redemption or otherwise as the New Notes (subject to any further New Notes having special mandatory redemption features in connection with future acquisitions or otherwise), provided that the further New Notes will have a separate CUSIP number unless (i) the further New Notes have no more than a de minimis amount of original issue discount for U.S. federal income tax purposes or (ii) such issuance would constitute a “qualified reopening” for U.S. federal income tax purposes.

Optional Redemption

At any time prior to February 1, 2024, we may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of New Notes issued under the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 105.375% of the principal amount of the New Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of holders of New Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of one or more equity offerings; provided that:

At any time prior to February 1, 2024, we may on any one or more occasions redeem all or a part of the New Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the New Notes redeemed, plus the applicable premium, and accrued and unpaid interest, if any, to, but excluding, the date of redemption, subject to the rights of holders of New Notes on the relevant record date to receive interest due on the relevant interest payment date.

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On or after February 1, 2024, we may on any one or more occasions redeem all or a part of the New Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the New Notes redeemed to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of holders of New Notes on the relevant record date to receive interest on the relevant interest payment date:

Unless we default in the payment of the redemption price, interest will cease to accrue on the New Notes or portions thereof called for redemption on the applicable redemption date.

In the event that holders of not less than 90% in aggregate principal amount of the outstanding New Notes accept a Change of Control Offer, or other tender offer to purchase all of the New Notes and we (or any third party making such Change of Control Offer or other tender offer to purchase all of the New Notes in lieu of us as described above) purchases all of the New Notes held by such holders, we will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or other tender offer to purchase all of the New Notes described above, to redeem all of the New Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in the Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, on the New Notes that remain outstanding, to, but excluding, the date of redemption (subject to the rights of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Except pursuant to the preceding paragraphs, the New Notes will not be redeemable at our option prior to February 1, 2024.

We will give or cause the trustee (in the name and at the expense of us) to give notice of redemption to the holders of New Notes to be redeemed as a whole or in part by giving notice of such redemption, not less than 15 days nor more than 60 days prior to the date fixed for redemption, to each holders of the New Notes to be redeemed at their last addresses as they shall appear in the security register or otherwise in accordance with the applicable procedures of the applicable depositary; provided, however, that redemption notices may be given more than 60 days prior to the date fixed for redemption if the notice is issued in connection with a defeasance of the New Notes pursuant to the Indenture or a satisfaction and discharge of the Indenture. Notices of redemption may be conditional and, at our discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied. If the trustee does not give the redemption notice, we shall deliver a copy of the notice to the trustee. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives the notice. Failure to give notice by mail or pursuant to the applicable procedures of the applicable depositary, or any defect in the notice to the holder of any security designated for redemption as a whole or in part, shall not affect the validity of the proceedings for the redemption of any other security. Once notice of redemption is sent in accordance with the Indenture, the New Notes called for redemption, subject to any condition included in the applicable notice of redemption, become irrevocably due and payable on the redemption date at the redemption price.

The Indenture will provide that no New Notes of $2,000 of principal amount or less will be redeemed in part. If any New Note is to be redeemed in part only, the notice of redemption that relates to such New Note shall state the portion of the principal amount of that New Note to be redeemed. A New Note in principal amount equal to the unredeemed portion of the original New Note presented for redemption will be issued in the name of

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the holder thereof upon cancellation of the original New Note. New Notes called for redemption, subject to any condition included in such notice of redemption, become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the New Notes or portions of them called for redemption unless we default on payment of the redemption price.

Change of Control Event

If a change of control event occurs with respect to the New Notes, each holder of the New Notes will have the right, pursuant to the terms set forth in the Indenture, to require us to repurchase all or any part (in any amount equal to $2,000 or an integral multiple as specified of $1,000 in excess thereof) of such holder’s New Notes at a purchase price in cash equal to 101% of the principal amount of such New Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following a change of control event, if we have not (prior to the change of control event) sent a redemption notice for the New Notes in connection with any optional redemption that may be permitted by the Indenture, we will give a notice (the “change of control offer”) to each note holder to which this provision applies, with a copy to the trustee (or we will otherwise comply with DTC procedures for the giving of such notice, if any), stating:

(1) that a change of control event has occurred and that such holder has the right to require us to purchase such holder’s New Notes at a purchase price in cash equal to 101% of the principal amount of such New Notes plus accrued and unpaid interest, if any, up to but excluding the date of purchase (subject to the right of holders of record on a record date to receive interest on the relevant interest payment date) (the “change of control payment”);

(2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is sent) (the “change of control payment date”);

(3) that any note not validly tendered will remain outstanding and continue to accrue interest;

(4) that unless we default in the payment of the change of control payment, all New Notes accepted for payment pursuant to the change of control offer will cease to accrue interest on the change of control payment date;

(5) that holders electing to have any New Notes purchased pursuant to a change of control offer will be required to surrender such New Notes (or otherwise comply with applicable DTC procedures), with the form entitled “Option of Holder to Elect Purchase” on the reverse of such New Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the Business Day preceding the change of control payment date;

(6) that holders will be entitled to withdraw their tendered New Notes and their election to require us to purchase such New Notes, provided that the paying agent receives, not later than the close of business on the Business Day preceding the change of control payment date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of the New Notes, the principal amount of New Notes tendered for purchase, and a statement that such holder is withdrawing its tendered New Notes and its election to have such New Notes purchased (or such holder complies with applicable DTC procedures for withdrawals);

(7) that holders electing to have their New Notes purchased pursuant to a change of control offer must specify the principal amount that is being tendered for purchase. The principal amount of the portion of New Notes tendered must be equal to $2,000 or an integral multiple of $1,000 thereafter;

(8) any conditions to the change of control offer;

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(9) the procedures determined by us, consistent with the Indenture, that a holder must follow in order to have its New Notes repurchased; and

(10) any other information necessary to enable any holder to tender New Notes and to have such New Notes purchased pursuant to the Indenture.

On the change of control payment date, we will, to the extent lawful:

(1) accept for payment all New Notes or portions of New Notes (of at least $2,000 or an integral multiple of $1,000 thereafter) validly tendered and not validly withdrawn pursuant to the change of control offer;

(2) deposit with the paying agent an amount equal to the change of control payment in respect of all New Notes or portions of New Notes accepted for payment; and

(3) deliver or cause to be delivered to the trustee the New Notes so accepted together with an officer’s certificate stating the aggregate principal amount of New Notes or portions of New Notes being purchased by us.

The paying agent will promptly send to each holder of New Notes validly tendered and not validly withdrawn the change of control payment for the New Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the New Notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 thereafter.

If the change of control payment date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, will be paid to the person in whose name a note is registered at the close of business on such record date, and no further interest will be payable to holders who tender pursuant to the change of control offer.

The provisions described above will be applicable to any change of control event whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a change of control event, the Indenture will not contain provisions that permit the holders to require us to repurchase or redeem the New Notes in the event of a takeover, recapitalization or similar transaction.

We will not be required to make a change of control offer upon a change of control event if a third party makes the change of control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a change of control offer made by us and purchases all New Notes validly tendered and not validly withdrawn under such change of control offer.

We will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws or regulations in connection with the repurchase of New Notes as a result of a change of control event. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Indenture, or compliance with the change of control event provisions of the Indenture would constitute a violation of any such laws or regulations, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations described in the Indenture by virtue of our compliance with such securities laws or regulations.

Our ability to repurchase New Notes pursuant to a change of control offer may be limited by a number of factors. The occurrence of certain of the events that constitute a change of control would constitute a default under the Credit Agreement. In addition, certain events that may constitute a change of control under the Credit Agreement and cause a default under the Credit Agreement will not constitute a change of control or a change of control event under the Indenture. Our future indebtedness or that of our subsidiaries may also contain prohibitions of certain events that would constitute a change of control or require such indebtedness to be

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repurchased upon a change of control or a change of control event. Moreover, the exercise by the holders of their right to require us to repurchase the New Notes following a change of control in connection with a change in control event could cause a default under such indebtedness, even if the change of control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders upon a repurchase may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

Even if sufficient funds were otherwise available, the terms of the Credit Agreement and other and/or future indebtedness may prohibit our prepayment or repurchase of New Notes before their scheduled maturity. Consequently, if we are not able to prepay any such other indebtedness containing similar restrictions or obtain requisite consents, we will be unable to fulfill our repurchase obligations if holders of New Notes exercise their repurchase rights following a change of control, resulting in a default under the Indenture. A default under the Indenture may result in a cross-default under the Credit Agreement. The provisions described above may deter certain mergers, tender offers and other takeover attempts involving us. The change of control purchase feature is a result of negotiations between the underwriters of the New Notes and us. We have no present intention to engage in a transaction involving a change of control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control or a change of control event under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional indebtedness are contained in the covenants described under “Certain Covenants — Limitation on Liens” and “Certain Covenants — Limitation on Sale and Leaseback Transactions.” Such restrictions in the Indenture can be waived only with the consent of the holders of a majority in principal amount of the New Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the New Notes protection in the event of a highly leveraged transaction.

The definition of “change of control” includes a disposition of all or substantially all of the assets of Southwestern Energy Company (determined on a consolidated basis). Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the property or assets of a person. As a result, it may be unclear as to whether a change of control has occurred and whether a holder of New Notes may require us to make an offer to repurchase the New Notes as described above.

The provisions under the Indenture relative to our obligation to make an offer to repurchase the New Notes as a result of a change of control event may be waived or modified or terminated with the written consent of the holders of a majority in principal amount of the New Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the New Notes) prior to the occurrence of such change of control event.

Certain Covenants

Except as described below, we will not be restricted by the Indenture from incurring, assuming or becoming liable for any type of debt or other obligations, from paying dividends or making distributions on our capital stock or purchasing or redeeming our capital stock. The Indenture will not require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, with certain exceptions, the Indenture will not contain any covenants or other provisions that would limit our right to incur additional indebtedness. The Indenture will not contain any provisions that would require us to repurchase or redeem or otherwise modify the terms of the New Notes upon certain events (other than a change of control event) that may adversely affect the creditworthiness of the New Notes, for example, a highly leveraged transaction.

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Limitation on Liens

We will not, and will not permit any of our subsidiaries to, incur, assume or guarantee any indebtedness for borrowed money secured by a lien on (a) productive property, (b) any principal transmission facility or (c) any shares of stock of any subsidiary (collectively, (a), (b) and (c), “principal property”), if the sum, without duplication, of:

exceeds the greatest of (i) $2.0 billion, (ii) 25% of our ACNTA at the time of incurrence and (iii) with respect to borrowings under the Credit Agreement, the “borrowing base” as defined below, unless we provide that the New Notes will be secured equally and ratably with (or, at our option, prior to) such secured debt.

The provisions described in the foregoing paragraph do not apply to liens incurred, assumed or guaranteed that do not arise from indebtedness for borrowed money and, without limiting the foregoing, also do not apply to liens on principal property:

(a) upon any principal property (including any related contract rights) existing at the time of acquisition thereof by us or any of our subsidiaries (whether such acquisition is direct or by acquisition of stock, assets or otherwise, provided any such lien is not incurred in contemplation of such acquisition);

(b) securing indebtedness under credit facilities of any subsidiary, provided that the aggregate principal amount of any indebtedness under such credit facilities shall not exceed $500.0 million at any time outstanding;

(c) upon or with respect to any property (including any related contract rights) acquired, constructed, refurbished or improved by us or any of our subsidiaries (including, but not limited to, liens to secure all or any part of the cost of construction, alteration or repair of any building, equipment, facility or other improvement on, all or any part of such property, including any pipeline financing) after the date of the Indenture which are created, incurred or assumed contemporaneously with, or within 360 days after, the latest to occur of the acquisition (whether by acquisition of stock, assets or otherwise), completion of construction, refurbishment or improvement, or the commencement of commercial operation, of such property (or, in the case of liens on contract rights, the completion of construction or the commencement of commercial operation of the facility to which such contract rights relate, regardless of the date when the contract was entered into) to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction, refurbishment or improvement; provided, however, that in the case of any such construction, refurbishment or improvement, the lien shall relate only to indebtedness reasonably incurred to finance such construction, refurbishment or improvement;

(d) securing indebtedness owing by any of our subsidiaries to us or to other subsidiaries;

(e) arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing indebtedness;

(f) for the sole purpose of extending, renewing or replacing (or successive extensions, renewals or replacements), in whole or in part, any lien referred to in the foregoing subsections (i) or (iii) or above or this subsection (vi); provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or part of the property subject to the lien so extended, renewed or replaced (plus refurbishment of or improvements on or to such property); and

(g) any ordinary course lien arising, but only so long as continuing, in the ordinary course of our business or the business of our subsidiaries.

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In all of the cases set forth above, notwithstanding any stated limitation on the assets that may be subject to such lien, a lien on a specified asset or group or type of assets may include liens on all improvements, additions and accessions thereto and all products and proceeds thereof (including, without limitation, dividends, distributions and increases in respect thereof).

Limitation on Sale and Leaseback Transactions.

Neither we nor any of our subsidiaries may enter into, assume, guarantee or otherwise become liable with respect to any sale and leaseback transaction involving any principal property, unless after giving effect thereto the sum of all attributable debt in respect of such sale and leaseback transactions (other than those referred to in the following paragraph) does not exceed $250.0 million.

This restriction shall not apply to any sale and leaseback transaction (A) between us and any of our subsidiaries or between any of our subsidiaries or (B) for which, at the time the transaction is entered into, the term of the related lease to us or our subsidiary of the property sold pursuant to such transaction is three years or less.

Future Guarantors.

The Indenture will provide that if, in the future, any subsidiary of ours that is not a guarantor of the New Notes (a “non-guarantor subsidiary”) subsequently becomes a borrower or guarantor under, or grants a lien to secure, any indebtedness of ours or of a subsidiary guarantor under (i) the Credit Agreement or any future credit facility or (ii) any other indebtedness for borrowed money, in each case with an outstanding principal amount in excess of $500.0 million, then we will cause that non-guarantor subsidiary to become a guarantor of the New Notes by executing a supplement to the Indenture and delivering such supplement to the trustee promptly (but in any event within ten business days) following the date that that such non-guarantor subsidiary so subsequently becomes a borrower or guarantor under or so grants a lien to secure such indebtedness of ours or of a subsidiary guarantor. No such subsidiary shall be required to become a guarantor of the New Notes if it merges into us or merges into an existing subsidiary guarantor and the surviving entity remains a subsidiary guarantor. Such subsidiary shall be released from its guarantee of the New Notes as described under “— The Guarantees” above.

SEC Reports

The Indenture will provide that we agree to file with the trustee, within 30 days after we file the same with the SEC, copies of the annual and quarterly reports, information, documents and other reports, if any, that we are required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. The Indenture also provides that we will comply with the provisions of Section 314 of the Trust Indenture Act.

Consolidation, Merger and Sale of Assets

The Indenture will provide that we may not consolidate with or merge into any other person or sell, lease or transfer all or substantially all of our assets (determined on a consolidated basis) to any person unless:

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Upon such consolidation, merger or sale, the successor entity formed by such consolidation or into which we are merged with or to which such sale is made will succeed to, and be substituted for, us under the Indenture, and the predecessor corporation shall be released from all obligations and covenants under the Indenture and the New Notes.

Events of Default, Notice and Waiver

Under the Indenture, an event of default with respect to the New Notes is any one of the following events:

(1) default for 30 or more days in payment of any interest on any New Note or any coupon appertaining thereto or any additional amount payable with respect to the New Notes as specified in this prospectus when due;

(2) default in payment of principal, or premium, if any, on any New Note when and as due at maturity or on redemption or otherwise when and as due, or in the making of a mandatory sinking fund payment, if applicable, when and as due by the terms of the New Notes;

(3) default for 90 days after written notice to us by the trustee for the New Notes, or by the holders of 25% in aggregate principal amount of the New Notes then outstanding, in any material respect in the performance of any other agreement in the New Notes (or in the Indenture or in any supplemental indenture or board resolution referred to therein) under which the New Notes have been issued;

(4) the failure to pay the principal of or interest on indebtedness for borrowed money of us or any significant subsidiary (within the meaning of Regulation S-X under the Securities Act) within any applicable grace period after payment is due, or the principal thereof is accelerated by the holders thereof because of a default, and the total principal amount of such indebtedness that is not so paid or that so accelerated, in either case exceeds $100.0 million and such acceleration is not rescinded or annulled within 30 days or such indebtedness is not repaid in full within 30 days; provided that such event of default will be cured or waived, without further action upon the part of either the trustee or any holder, if (i) the default that resulted in the acceleration of such other indebtedness is cured or waived and (ii) the acceleration is rescinded or annulled;

(5) certain events of bankruptcy, insolvency and reorganization of us or our significant subsidiaries; and

(6) in the case where a security guarantor guarantees the New Notes, except as otherwise provided in the Indenture, any security guarantee ceases to be in full force and effect, or any security guarantor denies or disaffirms its obligations under its security guarantee.

The Indenture will provide that if an event of default (other than certain events of bankruptcy, insolvency and reorganization of us) shall have occurred with respect to the New Notes and be continuing and is known to the trustee, the trustee, by written notice to us, or the holders of not less than 25% in aggregate principal amount of the then outstanding New Notes, by written notice to us and the trustee, may declare the unpaid principal of (and premium, if any) and any accrued and unpaid interest on all the New Notes to be immediately due and payable. Any such notice shall specify the event of default and that it is a “notice of acceleration.” If an event of default occurs as a result of certain events of bankruptcy, insolvency or reorganization of us, then the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the New Notes shall ipso facto become immediately due and payable without further notice or action on the part of the trustee or any holder.

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The Indenture will provide that the trustee will, within 90 days after obtaining knowledge of a default with respect to the New Notes, give to the holders of the New Notes notice of such default known to it, unless cured or waived; provided that except in the case of default in the payment of principal, or interest or premium, if any, on the New Notes the trustee will be protected in withholding such notice if and so long as the trustee in good faith determines that the withholding of such notice is in the interests of the holders of the New Notes. The term “default” for the purpose of this provision means any event that is, or after notice or lapse of time, or both, would become, an event of default.

The Indenture contains a provision entitling the trustee, subject to the duty of the trustee during the continuance of an event of default to act with the required standard of care, that the holders provide indemnity satisfactory to it before proceeding to exercise any right or power under the Indenture at the request of such holders. The Indenture will provide that the holders of a majority in outstanding principal amount of the New Notes may, subject to certain exceptions, on behalf of the holders of New Notes direct the time, method and place of conducting proceedings for remedies available to the trustee, or exercising any trust or power conferred on the trustee.

The Indenture will include a covenant that we will file annually with the trustee a certificate of no default, or specifying any default that exists.

In certain cases, the holders of a majority in outstanding principal amount of the New Notes may on behalf of the holders of New Notes rescind a declaration of acceleration or waive any past default or event of default with respect to the New Notes except a default not theretofore cured in payment of the principal of, or interest or premium, if any, on the New Notes or in respect of a provision which under the Indenture cannot be modified or amended without the consent of the holder of each New Note.

No holder of a New Note will have any right to institute any proceeding with respect to the Indenture or the New Notes or for any remedy thereunder unless:

However, such limitations do not apply to a suit instituted by a holder of New Notes for enforcement of payment of the principal of, or premium or interest, if any, on the New Notes on or after the respective due dates expressed in the New Notes after any applicable grace periods have expired.

Modification and Waiver

The trustee and we may amend or supplement the Indenture or the New Notes without the consent of any holder, in order to:

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In addition, except as described below, modifications and amendments of the Indenture or the New Notes may be made by the trustee and us with the consent of the holders of a majority in outstanding principal amount of the New Notes. However, no such modification or amendment may, without the consent of each holder affected thereby:

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Defeasance

The Indenture will provide that we will be discharged from any and all obligations in respect of the New Notes (except for certain obligations to register the transfer or exchange of the New Notes, to replace stolen, lost or mutilated New Notes, to maintain paying agencies and hold monies for payment in trust and to pay the principal of and interest, if any, on the New Notes), upon the irrevocable deposit with the trustee, in trust, of money and/or U.S. government securities, which through the payment of interest and principal thereof in accordance with their terms provides money in an amount sufficient in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants in the United States in the case of U.S. government securities to pay the principal of (and premium, if any) and interest, if any, in respect of the New Notes on the stated maturity date of such principal and any installment of principal, or interest or premium, if any.

Also, the establishment of such a trust will be conditioned on the delivery by us to the trustee of (x) an opinion of counsel who is reasonably satisfactory to the trustee to the effect that, based upon applicable U.S. federal income tax law or a ruling published by the United States Internal Revenue Service, such a defeasance and discharge will not be deemed, or result in, a taxable event with respect to the beneficial owners of the New Notes and (y) an officer’s certificate meeting the requirements set forth in the Indenture. For the avoidance of doubt, such an opinion would require a change in current U.S. tax law.

We may also omit to comply with the restrictive covenants, if any, of the New Notes, other than our covenant to pay the amounts due and owing with respect to New Notes. Thereafter, any such omission shall not be an event of default with respect to the New Notes, upon the deposit with the trustee, in trust, of money and/or U.S. government securities which through the payment of interest and principal in respect thereof in accordance with their terms provides money in an amount sufficient to pay any installment of principal of (and premium, if any) and interest, if any, in respect of the New Notes on the stated maturity date of such principal or installment of principal, or interest or premium, if any. Our obligations under the Indenture and the New Notes other than with respect to such covenants shall remain in full force and effect. Also, the establishment of such a trust will be conditioned on the delivery by us to the trustee of an opinion of counsel to the effect that such a defeasance will not be deemed, or result in, a taxable event with respect to the beneficial owners of the New Notes.

In the event we exercise our option to omit compliance with certain covenants as described in the preceding paragraph and the New Notes are declared due and payable because of the occurrence of any event of default, then the amount of monies and U.S. government securities on deposit with the trustee will be sufficient to pay amounts due on the New Notes at the time of the acceleration resulting from such event of default. We shall in any event remain liable for such payments as provided in the New Notes.

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Satisfaction and Discharge

At our option, we may satisfy and discharge the Indenture with respect to the New Notes (except for specified obligations of the trustee and ours, including, among others, the obligations to apply money held in trust) when: