UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 


 
FORM 8-K
 


 
CURRENT REPORT 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
 
Date of report (Date of earliest event
reported): November 9, 2007 
 


 
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its
charter) 
 


 
Delaware 
(State or other jurisdiction of incorporation)

 


  
    
    
    
  
    1-08246
     
    71-0205415
  
    (Commission File Number)
     
    (IRS
      Employer Identification No.)
 


  
    
    
    
  
    
      
2350 N. Sam Houston Pkwy. E., Suite 125,
      
Houston, Texas
     
    77032
  
    (Address of principal executive offices)
     
    (Zip
      Code)
 
(281) 618-4700 
(Registrant's telephone number, including area
code) 
 
Not Applicable 
(Former name or former address, if changed
since last report) 
 


 
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions: 
 
       o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
       o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) 
       o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) 
 





 
Section 1 - Registrant's Business and Operations
 
Item 1.01 Entry into a Material
Definitive Agreement. 
 
On November 9, 2007, Southwestern Energy Company (“Southwestern”) and SourceGas LLC (“SourceGas”), entered into a definitive Stock Sale and Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which SourceGas will purchase Southwestern’s wholly-owned subsidiary, Arkansas Western Gas Company (“AWG”) for $224 million in cash (the “Purchase Price”) plus working capital, subject to possible adjustment as described below.
 

The transaction has been approved by the respective boards of directors of Southwestern and SourceGas, and is expected to close in the middle of 2008.  Closing is subject to regulatory approval, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of other customary closing conditions.  
The Purchase Price is subject to possible adjustment based on (i) a “seasonality factor” that could reduce the Purchase Price by up to 2.5% depending upon when the transaction closes and (ii) changes in “Net Working Capital”, which is to be calculated in accordance with the methods and assumptions set forth in the Stock Purchase Agreement.  If Net Working Capital is a positive amount, SourceGas is obligated under the Stock Purchase Agreement to pay that amount as an adjustment to the Purchase Price.  If Net Working Capital is a negative amount, the Purchase Price will be reduced
by that amount.
 
 

Southwestern and SourceGas each have made customary representations, warranties and covenants in the Stock Purchase Agreement.  These include, among others, a covenant by Southwestern to conduct AWG’s business in the ordinary course until closing; covenants by the parties to enter into certain ancillary agreements as of closing; Southwestern’s and SourceGas’ agreement to adhere to certain non-solicitation obligations with respect to the Company and the other’s employees; and customary indemnification obligations subject to customary limitations.  
The
foregoing description of the material terms and conditions of the Stock Purchase
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreement, which will be included in a
subsequent filing with the Securities and Exchange Commission.
 
Section 8 - Other Events
 
Item 8.01  Other Events.
 
On November 14, 2007, Southwestern issued a press release announcing its entry into the Stock Purchase Agreement referred to in Item 1.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01
 Financial Statements and Exhibits.

(d) Exhibits.  

 

Exhibits.  The following exhibit is being
furnished as part of this Report.

 

  
    
    

    
    Exhibit

    Number
    
    

     
    
    

    
    Description
  
  
    
    
 
    
    
 
    
    
 
  
  
    
    

    
	99.1 
    
    
 
    
    


    Press release issued by Southwestern
	Energy Company on November 14,
    2007.
  


 
 



SIGNATURES 
 
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.

 


  
    
    
    
    
    
  
     
     
    SOUTHWESTERN ENERGY COMPANY
  
    
    
    
  
    
      
Dated: November 14, 2007
     
    
      
By:
     
    
      
/s/ GREG D.
      KERLEY
      

    
  
     
     
    
      
Name:
     
    
      
Greg D. Kerley
  
     
     
    
      
Title:
     
    
      
Executive Vice President
and
  
     
     
     
     
    
      
Chief Financial
  Officer




EXHIBIT INDEX

 

  
    
    

    
    Exhibit

    Number
    
    

     
    
    

    
    Description
  
  
    
    
 
    
    
 
    
    
 
  
  
    
    

    99.1 
    
    
 
    
    


    Press release issued by Southwestern
	Energy Company on November 14,
    2007.