Chesapeake Energy (CHK.O) said on Thursday it would buy smaller rival Southwestern Energy (SWN.N) in an all-stock transaction valued at $7.4 billion, a deal that would enable the second-largest U.S. natural gas producer to take the top spot.
The move extends a recent spate of multi-billion deals in the U.S. energy sector including Exxon Mobil's (XOM.N) $60-billion Pioneer Natural Resources (PXD.N) offer and Chevron's (CVX.N) $53-billion agreement for Hess (HES.N), as companies seek lucrative acreage to rebuild depleting assets.
Chesapeake has offered $6.69 per Southwestern share held, representing a discount of about 3% to the stock's last close, according to Reuters calculation.
Southwestern's shares fell 3% in premarket trading. The stock has gained about 2% since Reuters exclusively reported in mid-October on the deal talks. Shares of Chesapeake were up 2.5% before the bell.
Wall Street analysts viewed the deal as positive.
"Not only do we think investors will reward CHK shares in the near-term due to its size/scale, we remain optimistic that the proforma company will see multiple expansion," said analysts at Truist Securities in a note.
U.S. natural gas prices are expected to tick higher from a jump in exports, analysts have said, after a gloomy 2023 due to record production, flat consumption, and rising natural gas inventories.
The 62% dive in the commodity price last year also weighed on profits at natural gas producers. Southwestern reported third-quarter net income that was a tenth of its year-earlier earnings.
The Southwestern bid is the biggest in Chesapeake's efforts to add heft to a pivot to natural gas assets since emerging from bankruptcy in 2021. Last year, it beefed up its position in the gas-rich shale plays of the U.S. northeast with its $2.5 billion buyout of Chief E&D.
Meanwhile, activist investment firm Kimmeridge Energy Management, which pushed Chesapeake to move away from oil drilling, said it was "highly supportive of the merger".
"It aligns with our long-standing framework for successful consolidation and is one of the few transactions in the sector where one plus one should turn out to be much greater than two," managing partner Mark Viviano said on Thursday. The firm has a little over 2% stake in each company.
Most of Southwestern's production is in Appalachia's shale formations and the Haynesville basin in Louisiana.
Combining these acreage the pro forma company has current net production of about 7.9 billion cubic feet equivalent per day (Bcfepd), as per a statement.
The deal would also be a reversal of sorts. Southwestern had acquired some acreage in West Virginia and Pennsylvania from Chesapeake for $5.4 billion in 2014.
If the merger goes through, the combined firm would overtake EQT Corp (EQT.N) as the largest independent natural gas-focused exploration and production company in the U.S. by market value and output.
The deal is expected to close in the second quarter. Chesapeake shareholders will own about 60% of the combined company and Southwestern investors the rest.
Nick Dell'Osso, Chesapeake's president and CEO, will head the combined company.
