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Chesapeake Acquires Southwestern in$7.4 Billion Natural Gas Deal

Energy
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Chesapeake Energy is making a massive bet on the future of natural gas with its just-announced $7.4 billion all-stock acquisition of rival Southwestern Energy. The deal, announced Thursday morning, will create a natural gas behemoth and make Chesapeake the largest natural gas producer in the United States.

The deal reflects Chesapeake’s bullish outlook on natural gas amid a wave of consolidation in the U.S. energy sector. Major players like Exxon and Chevron have recently snapped up Permian Basin leaders like Pioneer Natural Resources and Hess Corporation with multi-billion dollar deals. Now Chesapeake is looking to cement its dominance in natural gas production through its purchase of Southwestern’s assets primarily located in the Haynesville basin of Louisiana and the Appalachian shale formations.

Chesapeake itself emerged from bankruptcy just two years ago in 2021 and has been aggressively rebuilding under CEO Nick Dell’Osso. It has honed in on natural gas assets and production, believing gas will play an integral role in the global energy transition away from dirtier fossil fuels. Natural gas emits 50-60% less carbon dioxide when combusted compared to coal, but still faces criticism from environmentalists.

The Southwestern deal doubles down on this gas-focused strategy. The combined company will churn out a mammoth 7.9 billion cubic feet per day of natural gas production. That is enough to rocket Chesapeake past EQT Corporation as the top natural gas producer based on volume. Chesapeake already boosted its gas position last year with the $2.5 billion purchase of Chief E&D.

Chesapeake is offering Southwestern shareholders $6.69 per share, representing a slight 3% discount to Southwestern’s last closing share price. The deal values Southwestern at around $7.4 billion. Chesapeake shareholders will own approximately 60% of the merged entity, with Southwestern shareholders owning the remaining 40%.

Southwestern gives Chesapeake key positions in two of the most prolific U.S. natural gas plays. Its Marcellus Shale assets in Pennsylvania and West Virginia dovetail perfectly with Chesapeake’s existing Northeast presence. Southwestern also brings over 700,000 Haynesville acres, solidifying Chesapeake’s status as the dominant player in the basin.

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The merger is expected to unlock $350-400 million in annual cost synergies within the first two years, a major boost to cash flows. Chesapeake predicts the deal will be accretive to all relevant 2023 per-share metrics. The combined company will retain Chesapeake’s investment grade credit rating and chop net debt to EBITDAX from 1.5x to under 1.3x in 2023.

Chesapeake CEO Dell’Osso will stay on as chief executive of the merged entity. He called the deal “highly compelling” and said it will “further enhance free cash flow growth and return of capital to shareholders.”

Natural gas prices face near-term headwinds, having plunged over 60% last year due to ballooning inventory levels and mild winter weather. But long-term projections remain bullish, especially if more coal generation is retired and replaced by gas. LNG export facilities continue expanding along the Gulf Coast, offering producers prime access to higher-priced global markets.

Chesapeake is betting big that natural gas will retain a substantial role in the global energy mix even as zero-carbon sources like wind and solar grow. If gas demand rises as expected, Chesapeake will be sitting pretty as the largest U.S. producer. But execution risks remain, as the two companies integrate operations and work through the challenges of joining two complex businesses.

The deal is expected to close in Q2 2024, pending shareholder and regulatory approval. But Chesapeake is already taking a victory lap, believing the tie-up cements its status as a premier U.S. natural gas producer for decades to come.

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