Item 7.01 Regulation FD Disclosure.
On January 27, 2022, the Company issued a conditional notice of redemption (the
"Notice") with respect to its 5.0% senior notes due 2025 (the "Notes"). The
Company gave holders of the Notes notice that, subject to the satisfaction of
the condition precedent stated in the Notice, the Company will redeem all of the
Notes outstanding on March 1, 2022 (the "Redemption Date") at a redemption price
of 101.250% of the principal amount thereof, plus accrued and unpaid interest.
As of January 27, 2022, there was $584.6 million aggregate principal amount of
Notes outstanding.
As permitted by the terms of the Notes, the Notice and the redemption of the
Notes are conditioned upon the satisfaction of the condition precedent of the
Company's board of directors not having resolved that the redemption is no
longer advisable and in the best interests of the Company. There can be no
assurance that the redemption of the Notes will be consummated.
This Current Report on Form 8-K does not constitute a notice of redemption with
respect to the Notes. The information furnished in this Item 7.01 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, regardless of any
general incorporation language in such filing, except as shall be expressly set
forth by specific reference in such filing.
Forward-Looking Statements
This report includes "forward-looking statements." Such forward-looking
statements are subject to a number of risks and uncertainties, many of which are
not under the Company's control. All statements, except for statements of
historical fact, made in this report are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All forward-looking statements speak only as of the date of this report.
Although the Company believes that the plans, intentions and expectations
reflected in or suggested by the forward-looking statements are reasonable,
there is no assurance that these plans, intentions and expectations will be
achieved. Therefore, actual outcomes and results could materially differ from
what is expressed, implied or forecast in such statements. Except as required by
law, the Company expressly disclaims any obligation to and does not intend to
publicly update or revise any forward-looking statements.
The Company cautions that these forward-looking statements are subject to all of
the risks and uncertainties incident to the exploration for and development,
production, gathering and sale of natural gas, NGLs and oil, most of which are
difficult to predict and many of which are beyond the Company's control. These
risks include, but are not limited to, commodity price volatility, inflation,
lack of availability of drilling and production equipment and services,
environmental risks, drilling and other operating risks, regulatory changes, the
uncertainty inherent in estimating natural gas and oil reserves and in
projecting future rates of production, cash flow and access to capital, the
timing of development expenditures, world health events and the other risks
described under the heading "Item 1A. Risk Factors" in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020.
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