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Corporation
MOBILE & TELECOMMUNICATIONS | Mobile Software & Services / Payments
paidy.com

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Founded Year

2008

Stage

Acquired | Acquired

Total Raised

$583.25M

Valuation

$0000 

About Paidy

Paidy offers instant, monthly-consolidated credit to consumers throughout Japan. In October 2014, Paidy started Japan's first instant post-pay credit service aka buy now, pay later for e-commerce consumers. With the goal of removing barriers and embracing simplicity, Paidy uses proprietary models and machine learning to underwrite transactions in seconds and guarantee payments to merchants. Paidy increases revenue for merchants by reducing the number of incomplete transactions, increasing conversion rates, boosting average order values, and facilitating repeat purchases from consumers.On September 7th, 2021, Paidy was acquired by PayPal at a valuation of $2.7B.

Paidy Headquarter Location

9-7-1 Akasaka, Minato-ku Midtown Tower 12F

Tokyo, 107-6212,

Japan

Latest Paidy News

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

Oct 16, 2021

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 principalamount 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, SWNE&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 WaterResources 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., NewYork 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:   We will not receive any proceeds from 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 prospectusin 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 theAct. 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 suchbroker-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 anysuch resale. See “Plan of Distribution.” For a discussion of factors you should consider in determining whether to tenderyour 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 otherdocuments incorporated by reference in this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor anystate 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 theheading “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 additionalor 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 dateother 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 suchinformation 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 anyjurisdiction 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, SWNDrilling 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 sectionentitled “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 byreference 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 islawful to do so. We are not making an offer of any securities in any jurisdiction where the offer is not permitted. WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BYREFERENCE Some of the information that you may want to consider is not included in this prospectus, but rather is “incorporatedby 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 informationincorporated 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 followingdocuments 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 ExpirationDate, 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 ofthis 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 suchexhibits 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 (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 orother 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 bemodified 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 orsupersedes 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. 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 inlight 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 (asdefined 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 operatingresults. 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 thefuture 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 anyforward-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 fromwhat 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:     any other factors listed in the reports we have filed and may file with the SEC; These and other risks and uncertainties are described under the “Risk Factors” section of this prospectus, and under Part 1, Item1A., “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., “RiskFactors” 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 thesections entitled “Risk Factors” and “Where You Can Find More Information and Incorporation by Reference”. Should oneor 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 anyforward-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 resultingliability 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 industrysources 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 orcompleteness 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 thisprospectus. NON GAAP FINANCIAL MEASURES Pre-tax PV-10 is anon-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 securitiesanalysts 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 toincome taxes. Total capitalization is non-GAAP financial measure that is defined as total debtplus total equity. PROSPECTUS SUMMARY This summary highlights information from this prospectus to help you understand this Exchange Offer. You should read carefully the entireprospectus and the documents incorporated by reference herein for a more complete understanding of this Exchange Offer. You should read “Risk Factors” beginning on page 22 of this prospectus as well as in Item 1A. “Risk Factors”in our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and ourQuarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 for more information about important risks that you should consider before making an investment in the New Notes. As used herein, references in this prospectus to “pro forma” or “on a pro forma basis,” mean giving pro forma effect tothe Indigo Merger and, as applicable, the Montage Merger and certain related transactions, as set forth in the unaudited pro forma financial statements and related notes incorporated by reference in this prospectus, but not the FinancingTransactions (as defined below). In addition, unless we specifically state otherwise, the information in this prospectus, including the documents incorporated by reference, does not give effect to the Indigo Merger. Southwestern Energy Company Southwestern is an independent energy company engaged in natural gas, oil and natural gas liquids exploration, development and production,which we refer to as “E&P.” We are also focused on creating and capturing additional value through our marketing business, which we refer to as “Marketing.” We conduct most of our businesses through subsidiaries, and wecurrently operate exclusively in the lower 48 United States. E&P. Our primary business is the exploration for, and production of,natural gas, oil and NGLs, with our ongoing operations focused on the development of unconventional natural gas reservoirs located in Pennsylvania, Ohio and West Virginia. Our operations in northeast Pennsylvania, which we refer to as“Northeast Appalachia,” are primarily focused on the unconventional natural gas reservoir known as the Marcellus Shale. Our operations in West Virginia, Ohio and southwest Pennsylvania, which we refer to as “SouthwestAppalachia,” are focused on the Marcellus Shale, the Utica and the Upper Devonian unconventional natural gas and oil reservoirs. Collectively, we refer to our properties in Pennsylvania, Ohio and West Virginia as “Appalachia.” We alsohave drilling rigs located in Appalachia, and we provide certain oilfield products and services, principally serving our E&P operations through vertical integration. On November 13, 2020, we closed on our Agreement and Plan of Merger with Montage Resources Corporation (“Montage”) pursuant towhich Montage merged with and into Southwestern, with Southwestern continuing as the surviving company (the “Montage Merger”). The Montage Merger expanded our footprint in Appalachia by supplementing our Northeast Appalachia and SouthwestAppalachia operations and by expanding our operations into Ohio. Marketing. Our marketing activities capture opportunities that arisethrough the marketing and transportation of natural gas, oil and NGLs primarily produced in our E&P operations. Our principalexecutive offices are located at 10000 Energy Drive, Spring, Texas 77389-4954 and our telephone number is (832) 796-1000. Our website is www.swn.com. Any references in this prospectus to our website areinactive textual references only, and the information contained on or that can be accessed through our website (except for the SEC filings expressly incorporated by reference herein) is not incorporated in, and is not a part of, this prospectus, andyou should not rely on any such information in connection with making an investment in the New Notes. Indigo SWN Production (Louisiana), LLC (as successor by conversion to Indigo Natural Resources LLC) (“Indigo”) is an independent naturalgas company focused on the development and production of reserves from its large, contiguous acreage position in North Louisiana. In May of 2021, Indigo sold its Cotton Valley assets and as such all references to operating statistics of Indigo inthis section exclude those interests. As of June 1, 2021, Indigo owned approximately 275,000 net effective acres in DeSoto, Sabine, Natchitoches and Red River Parishes in Louisiana. This includes approximately 149,000 net acres in theHaynesville Shale and approximately 126,000 net acres in the Bossier Shale. For the six months ended June 30, 2021 and the yearended December 31, 2020, and adjusted for the sale of Cotton Valley assets, Indigo’s average daily net production from its properties was approximately 898 MMcf/d and 916 MMcf/d, respectively. Indigo operated 326 gross producing unconventional wells as of December 31, 2020 with an average working interest of approximately 93%.Based on information provided by Indigo and adjusted for the Cotton Valley assets sold in May 2021, as of December 31, 2020, Indigo had estimated proved developed reserves of 1,013 Bcfe, substantially all of which was natural gas. In addition,Indigo’s estimated 2,076 Bcfe of proved undeveloped reserves as of December 31, 2020 were based on Indigo’s development plans and may not necessarily reflect our development plans for these properties. Therefore, the provedundeveloped reserves we book may differ. Based on analysis by our management, we estimate that Indigo owned approximately 1,090 remaining locations as of December 31, 2020. We expect that the Indigo inventory will compete for investment withinour existing portfolio, with current plans to maintain activity on the acquired acreage. Recent Developments Acquisition of Indigo Natural Resources LLC On September 1, 2021, pursuant to the Agreement and Plan of Merger, dated as of June 1, 2021 (the “Merger Agreement”), byand among us, Ikon Acquisition Company, LLC (“Merger Sub”), Indigo, and Ibis Unitholder Representative, LLC solely in its capacity as the Unitholder Representative, Southwestern completed its previously announced acquisition of Indigo. In accordance with the Merger Agreement, at the effective time of the Merger, Southwestern acquired all of the outstanding membershipinterests of Indigo in exchange for $400 million in cash, subject to adjustment as provided in the Merger Agreement, and 337,827,171 shares of Southwestern common stock. Upon the terms and subject to the conditions of the Merger Agreement,Merger Sub merged with and into Indigo, with Indigo continuing as the surviving company (the “Indigo Merger”) and a wholly-owned subsidiary of Southwestern. The Merger Agreement provides that, at least ten days prior to the closing of theIndigo Merger, we can request that Indigo merges its subsidiaries into Indigo prior to the closing of the Indigo Merger (the “Indigo Subsidiary Consolidation”). We requested Indigo complete the Indigo Subsidiary Consolidation prior to theclosing of the Indigo Merger. On September 1, 2021, Indigo completed the Indigo Subsidiary Consolidation. Indigo Exchange Transaction In connection with the Indigo Merger, we conducted an offer to eligible holders of 5.375% Senior Notes due 2029 issued by Indigo(the “Indigo Notes”) to exchange their Indigo Notes for (i) up to $700 million aggregate principal amount of new 5.375% Senior Notes due 2029 issued by Southwestern and guaranteed by certain subsidiaries of Southwestern and(ii) cash, and a related solicitation of consents to approve certain amendments to the indenture governing the Indigo Notes (the “Indigo Indenture”) to eliminate substantially all of the restrictive covenants and events of default inthe Indigo Indenture (the “Indigo Exchange Transaction”). The   Indigo Exchange Transaction expired on September 1, 2021, and the amendments of the Indigo Indenture became operative on September 3, 2021, the settlement date of the Indigo ExchangeTransaction. Approximately $698.5 million aggregate principal amount of Indigo Notes, representing approximately 99.8% of the outstanding Indigo Notes, were exchanged for the Outstanding Notes. The $1,393,000 aggregate principal amount of IndigoNotes not exchanged remain outstanding pursuant to the Indigo Indenture, as so amended. Issuance of Senior Notes Due 2030; Tender Offers for 2026Notes and 2025 Notes On August 30, 2021, we issued $1,200 million aggregate principal amount of new 5.375% Senior Notes due 2030(the “2030 Notes”). The net proceeds from the issuance of the 2030 Notes, after deducting the underwriting discount and estimated offering expenses, were approximately $1,184 million. We used a portion of the net proceeds from the issuanceand a combination of cash on hand and borrowings under the Credit Agreement (i) to fund the purchase of approximately $422 million aggregate principal amount of our 7.500% Senior Notes due 2026 (the “2026 Notes”) and $167 million aggregateprincipal amount of our 4.950% Senior Notes due 2025 (the “2025 Notes”) pursuant to our cash tender offers (the “Tender Offers”) and a related solicitation of consents from the holders of the 2026 Notes and (ii) to repay $385million of borrowings under the Credit Agreement. On September 13, 2021, the Tender Offers expired On September 14, 2021, we redeemed in full (the “Redemption”) any 2026 Notes not tendered and accepted for purchase in the related TenderOffer. We funded the Redemption with the remainder of the net proceeds from the issuance of the 2030 Notes and a combination of cash on hand and borrowings under the Credit Agreement. We refer to the Indigo Exchange Transaction, including the issuance of the Outstanding Notes, the issuance of the 2030 Notes and the use ofproceeds therefrom, the Tender Offers, and the redemption of any remaining outstanding 2026 Notes as of the redemption date as the “Financing Transactions.”   (1) The Indigo historical proved developed reserves as of December 31, 2020 include 179 Bcf of natural gasreserves, 5,484 MBbls of NGL reserves and 688 MBbls of oil reserves associated with the Cotton Valley oil and gas properties which were sold in the second quarter of 2021 prior to the signing of the Indigo Merger Agreement. The total equivalentproved developed reserves associated with the sold Cotton Valley oil and gas properties was 216 Bcfe as of December 31, 2020. (2) The Indigo historical proved undeveloped reserves as of December 31, 2020 include 383 Bcf of natural gasreserves, 11,899 MBbls of NGL reserves and 1,061 MBbls of oil reserves associated with the Cotton Valley oil and gas properties which were sold in the second quarter of 2021 prior to the signing of the Indigo Merger Agreement. The total equivalentproved undeveloped reserves associated with the sold Cotton Valley oil and gas properties was 461 Bcfe as of December 31, 2020. (3) The Indigo historical total proved reserves as of December 31, 2020 include 562 Bcf of natural gasreserves, 17,383 MBbls of NGL reserves and 1,749 MBbls of oil reserves associated with the Cotton Valley oil and gas properties which were sold in the second quarter of 2021 prior to the signing of the Indigo Merger Agreement. The total equivalentproved reserves associated with the sold Cotton Valley oil and gas properties was 677 Bcfe as of December 31, 2020.     you are not an “affiliate” of ours or the subsidiary guarantors within the meaning of Rule 405 of theSecurities Act. If any of these conditions is not satisfied and you transfer any New Notes issued to you in the Exchange Offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incurliability under the Securities Act. Moreover, our belief that transfers of New Notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelatedissuers in similar exchange offers. We cannot assure you that the SEC would make a similar interpretation with respect to the Exchange Offer. We will not be responsible for or indemnify you against any liability you may incur under the SecuritiesAct. Broker-Dealer Any broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes that were acquired by it as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus (or, to theextent permitted by law, make available a prospectus) meeting the requirements of the Securities Act in connection with any offer to resell, resale or other transfer of such New Notes. By so acknowledging and by delivering a prospectus, abroker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that, during the period not less than 20 business days (or longer if required by applicable law) after the datethat notice of the Exchange Offer is mailed to the holders of the Outstanding Notes, subject to extension in limited circumstances, a participating broker dealer may use this prospectus for an offer to sell, a resale or other transfer of New Notesreceived in exchange for Outstanding Notes which it acquired through market making or other trading activities. Expiration Date The Exchange Offer will expire at 11:59 p.m., New York City time, on November 12, 2021, unless we extend the Exchange Offer with respect to the Outstanding Notes in our sole and absolute discretion. Accrued Interest on the New Notes and the Outstanding Notes The New Notes will bear interest from the most recent date to which interest has been paid on the corresponding Outstanding Notes or, if no interest has been paid, from August 1, 2021. If your Outstanding Notes are accepted for exchange,then you will receive interest on the New Notes and not on the Outstanding Notes. Any Outstanding Notes not tendered will remain outstanding and continue to accrue interest according to their terms. Conditions The Exchange Offer is subject to customary conditions. We may assert or waive these conditions in our sole and absolute discretion. If we materiallyamend 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     the holder is not an “affiliate” of ours or the subsidiary guarantors within the meaning of Rule 405 ofthe Securities Act. Do not send certificates representing Outstanding Notes or other documents to us or DTC. Send these documents only to the exchange agent at the appropriate address given in this prospectus. We could reject your tenderof Outstanding Notes if you tender them in a manner that does not comply with the instructions provided in this prospectus. Special Procedures for Tenders by Beneficial Owners If you are a beneficial owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nomineeand you wish to tender your Outstanding Notes in the Exchange Offer, you should promptly contact the person in whose name the Outstanding Notes are registered and instruct that person to tender on your behalf. If you wish to tender in the ExchangeOffer on your own behalf, delivering your Outstanding Notes, you must either make appropriate arrangements to register ownership of the Outstanding Notes in your name or obtain a properly completed bond     Consequences of Failure to Exchange Outstanding Notes Outstanding Notes that are not exchanged in the Exchange Offer will remain subject to the restrictions on transfer and resaleability and may only be sold in accordance with the transfer restrictions. Withdrawal Rights You may withdraw your tender of Outstanding Notes under the Exchange Offer at any time before the Exchange Offer with respect to the Outstanding Notes expires. Any withdrawal must be in accordance with the procedures described in “TheExchange Offer—Withdrawal Rights.” If we decide for any reason not to accept any Outstanding Notes tendered for exchange, such Outstanding Notes will be returned to the registered holder at our expense promptly after the expiration ortermination of the Exchange Offer. In the case of the Outstanding Notes tendered by book-entry transfer into the exchange agent’s account at DTC, any withdrawn or unaccepted Outstanding Notes will be credited to the tendering holder’saccount at DTC. Effect on Holders of Outstanding Notes As a result of making the Exchange Offer, and upon acceptance for exchange of all Outstanding Notes validly tendered and not validly withdrawn prior to the Expiration Date, we will have fulfilled our obligations under the Registration RightsAgreement (as defined herein). Accordingly, there will be no liquidated or other damages payable under the Registration Rights Agreement if the Outstanding Notes were eligible for exchange, but not exchanged, in the applicable Exchange Offer. United States Federal Income Tax Considerations Your exchange of Outstanding Notes for New Notes in the Exchange Offer is not expected to be treated as a taxable event for U.S. federal income tax purposes. See “United States Federal Income Tax Considerations.” You should consultyour tax advisor as to the tax consequences of the Exchange Offer. Use of Proceeds We will not receive any proceeds from the exchange of the Outstanding Notes for the New Notes under the Exchange Offer. Acceptance of Outstanding Notes and Delivery of Outstanding Notes We will accept for exchange any and all Outstanding Notes validly tendered and not validly withdrawn prior to the Expiration Date, subject to the terms and conditions of the Exchange Offer. We will complete the Exchange Offer and issue the NewNotes promptly after the Expiration Date. Exchange Agent Regions Bank is serving as exchange agent for the Exchange Offer. The address and telephone number of the exchange agent are provided in this prospectus under “The Exchange Offer—Exchange Agent.”   Optional Redemption The New Notes to be issued in such exchange offer have the same optional redemption provisions as the Outstanding Notes. For more information on the optional redemption provisions of the New Notes, see “Description of the New Notes—Optional Redemption.”   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 existing Credit Agreement and our existing outstanding senior notes, subject torelease or termination in the future under certain circumstances as set forth under “Description of the New Notes—The Guarantees”. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a guarantor of the New Notes, 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. Certain Covenants The New Notes will each be governed by the Indenture under which the Outstanding Notes were issued. The Indenture that will govern the       The Indenture places no limitation on the amount of additional senior unsecured indebtedness that we may incur, and such indebtedness would be equal in right of payment with the New Notes. In addition, although thecovenants in the Indenture limit the amount of indebtedness that may be secured by our principal properties and by equity interests in certain of our subsidiaries without securing the New Notes on at least an equal and ratable basis, we will be ableto incur additional secured indebtedness without so securing the New Notes. We expect from time to time to incur additional indebtedness constituting senior indebtedness, some or all of which may be secured indebtedness. Form and Denomination The New Notes will be issued in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. DTC Eligibility The New Notes will be represented by global certificates deposited with, or on behalf of, DTC or its nominee. See “Description of the New Notes—Book-Entry System.”   Registration Rights In connection with such exchange offer, Southwestern, the guarantors of the New Notes, J.P. Morgan Securities LLC and Credit Agricole Securities (USA) Inc. (the “Dealer Managers”) entered into the Registration Rights Agreement. In addition, Southwestern and the guarantors of the New Notes have agreed to use reasonable best efforts to file a shelfregistration statement to cover resales of the New Notes under the Securities Act in the event that it determines that a registered exchange offer is not   RISK FACTORS An investment in the New Notes involves risks. You should carefully consider all of the information in this prospectus and each of therisks 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, andSouthwestern’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 documentsincorporated 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 ofoperations 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 affectsSouthwestern’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 ofindebtedness, 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 ourindebtedness. 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 notcurrently believe to be material that may adversely affect such businesses, financial conditions and results of operations in the future. RisksRelated 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 ofthe 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 OutstandingNotes 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 tenderedbut 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 ora 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 wenor 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 theExchange 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 theregistration 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 tobe dependent upon their distributions to make payments on the New Notes. As we are a holding company, our subsidiaries andaffiliates 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   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 oradvances 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 theprincipal 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 securedindebtedness 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 theguarantors’ 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 oris 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 bemade 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 Notesare 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 sufficientfunds 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 subsidiariesthat 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) wouldbe 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 than1% of our total assets and had no material liabilities. Our current and future levels of indebtedness may adversely affect our results and limitour 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 theindentures 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,” imposerestrictions 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:     Maximum total net leverage ratio of no greater than 4.00 to 1.00. Total net leverage ratio is defined as totaldebt less cash on hand (up to the lesser of 10% of credit limit or $150 million) divided by consolidated EBITDAX for the last four consecutive quarters. For purposes of calculating consolidated EBITDAX, we can include the Montage EBITDAX prior tothe Montage Merger for the same rolling twelve-month period. EBITDAX, as defined in our Credit Agreement, excludes the effects of interest expense, depreciation, depletion and amortization, income tax, anynon-cash impacts from impairments, certain non-cash hedging activities, stock-based compensation expense, non-cash gains orlosses on asset sales, unamortized issuance cost, unamortized debt discount and certain restructuring costs. Inconjunction with the October 2020 redetermination process under our Credit Agreement, we entered into an amendment to our Credit Agreement to, among other matters:   increase the applicable rate by 25 basis points on loans outstanding under our Credit Agreement. Although we do not anticipate any violations of our financial covenants, our ability to comply with these financialcovenants 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 covenantslimiting 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 usor 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 ourfinancing agreements and other debt agreements, could have important consequences for our operations, including:     detracting from our ability to successfully withstand a downturn in our business or the economy generally. Our ability to comply with the covenants and other restrictions in our financing agreements may be affected by events beyond ourcontrol, including prevailing economic and financial conditions. Failure to comply with the covenants and other restrictions couldlead 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 pressurepumping 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 haveto 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 beable 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 assetsinclude 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, ifcompleted, 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 arerequired to do so. At final maturity of the New Notes or in the event of acceleration of the New Notes following an event ofdefault, 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 aredemption 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 constitutean 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 inexchange 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 certainother 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 NewNotes 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 requiredrepurchase 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 oran inability to make a change of control payment on the New Notes and our other debt securities. Federal and state statutes allow courts, underspecific 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 subsidiaryguarantors’ issuance of their guarantees, respectively, as fraudulent conveyances or on     intended to incur, or believed that it would incur, debts beyond its ability to pay such debts generally as theymature. If the New Notes or guarantees were avoided or limited under fraudulent transfer or other laws, any claim youmay 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, thecourt could order you to return any payments previously made by us or such guarantor. The measures of insolvency for purposes of thesefraudulent 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:   it could not pay its debts as they become due. We cannot be sure what standard a court would apply in making these determinations or, regardless of the standard, that a court would notavoid the New Notes or guarantees. The Indenture governing the New Notes provides that the issuance of the New Notes and the obligationof 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 NewNotes 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 ofthe New Notes. Under the terms of the Indenture, only certain of our subsidiaries are required to guarantee the New Notes or ouroutstanding 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   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 subsidiaryguarantor 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 othercircumstances 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 adowngrade, 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 notaddress 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 maybe 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 interestcosts 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 torequire 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 otherpurposes. 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 couldresult 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 creditratings 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 suchrating 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 ratingagencies 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’srating. 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 aChange 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-defaultunder 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   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 controlprovisions 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 negativelyaffecting 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 achange 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 occursthat 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/orresult in a lower price at which holders would be able to sell their notes. There is no existing market for the New Notes. The NewNotes 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 forthe 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 ofoperations, 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:   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 costsavings 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 inintegrating 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 beencountered in the integration process include, among others:   regulatory, permitting and similar matters. The accuracy of these assessments is inherently uncertain. In connection with these assessments, Southwestern has performed a review of thesubject 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 productiondeclines. 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 andpotential 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 alwaysbe performed on every well, and environmental problems are not necessarily observable even when an inspection is   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. Southwesternis 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, Southwesternis 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 accordancewith 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 certainagreements 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 incertain 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 terminatingthe 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 resultsof 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 intoSouthwestern’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 IndigoMerger may increase Southwestern’s exposure to these, or other, commodity price risks. To mitigate its exposure to changes incommodity 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 materialnon-cash charges to the results of operations of the combined company in the future. Wewill 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 respectivefair 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   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 tothe Indigo Merger. Under the acquisition method of accounting, the total purchase price will be allocated to Indigo’s tangibleassets 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 thevalue 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’soperating 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 IndigoMerger, 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 oftransaction 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 a

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Research containing Paidy

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CB Insights Intelligence Analysts have mentioned Paidy in 3 CB Insights research briefs, most recently on Sep 10, 2021.

Expert Collections containing Paidy

Expert Collections are analyst-curated lists that highlight the companies you need to know in the most important technology spaces.

Paidy is included in 6 Expert Collections, including E-Commerce.

E

E-Commerce

8,739 items

D

Digital Lending

1,148 items

This collection contains companies that provide alternative means for obtaining a loan for personal or business use and companies that provide software to lenders for the application, underwriting, funding or loan collection process.

P

Payments

1,618 items

Companies and startups in this collection enable consumers, businesses, and governments to pay each other - online and at the physical point-of-sale.

b

big data

1,068 items

A

Artificial Intelligence

7,394 items

This collection includes startups selling AI SaaS, using AI algorithms to develop their core products, and those developing hardware to support AI workloads.

F

Fintech

19,054 items

Excludes US-based companies

Paidy Patents

Paidy has filed 4 patents.

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3/12/2013

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Smoking, Tobacco control, Cigarette brands, Tobacco, Cigarettes

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3/12/2013

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5/13/2014

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Related Topics

Smoking, Tobacco control, Cigarette brands, Tobacco, Cigarettes

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Grant

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