Flywheel Energy, LLC entered into membership interest purchase agreement to acquire DeSoto Gathering Company, L.L.C. and SWN Production (Arkansas), LLC from Southwestern Energy Company (NYSE:SWN) for $2.3 billion on August 30, 2018. Under the terms, Flywheel Energy Operating will pay $1.87 billion in cash and assume approximately $438 million of future contractual liabilities after taking into account certain obligations retained by the Southwestern Energy Company. Flywheel Energy Operating, LLC has made a deposit of $150 million. Flywheel closed an equity commitment of $700 million by the Kayne Private Energy Income Funds platform and members of Flywheel management to fund the transaction. Wells Fargo Bank NA and Citibank NA provided an underwritten debt commitment for debt financing as part of the acquisition. If the agreement and the transaction are terminated on account of the Flywheel Energy Operating, LLC's failure to close when required, Southwestern Energy Company may retain the deposit. The transaction is subject to expiration or early termination of the waiting period under the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended, if applicable, and waiver by the Federal Energy Regulatory Commission of posting and bidding requirements for the transportation capacity released to Southwestern Energy Company. The transaction has been unanimously approved by the Board of Directors of Southwestern Energy Company. As on September 21, 2018, Federal Trade Commission granted an early termination notice of antitrust approval waiting period. The transaction is expected to close in December 2018. A portion of proceeds will be used to replace cash flow that would otherwise have been generated by the Fayetteville assets and reinvested into SWN's liquids-rich assets in West Virginia. Mark Deverka, Jonathan Sloan, Andrew Castaldo and Nathan Craig of J.P. Morgan Securities LLC acted as financial advisors and Chris Bennett, Jeffrey, Bo Rose, Cassy Romano, Johnny Ellis, Tim Fenn, Jim Cole, David Taub, Jack Stratton, John Greer, Ryan Maierson and Catherine Ozdogan of Latham & Watkins LLP acted as legal advisors to Southwestern Energy Company. Houlihan Lokey Capital, Inc. provided certain evaluation services to the Southwestern's Board of Directors. Bryan Edward Loocke, Guy Gribov, Jason Blackmer, Erin Webb, Danielle Patterson, Erin Mitchell, Ben Glass, Mike Telle, Matthew Falcone, Mike Marek, Nettie Downs, Suzanne Clevenger, Thomas Bohnett, Damien Lyster, Lauren Miller, Larry Nettles, Stephen Jacobson, Austin Light, Sean Becker, Todd Way, Julia Pashin, Christine Mainguy, Hill Wellford and Hill Wellford of Vinson & Elkins LLP acted as legal advisors to Flywheel Energy Operating. Alvarez & Marsal North America LLC has been retained by Flywheel for transaction due diligence. Wells Fargo Securities, LLC acted as financial advisor for Flywheel. Wells Fargo, National Association acted as escrow agent in the transaction. Flywheel Energy, LLC completed the acquisition of DeSoto Gathering Company, L.L.C. and SWN Production (Arkansas), LLC from Southwestern Energy Company (NYSE:SWN) on December 3, 2018. Wells Fargo Bank, N.A, along with Citibank, N.A. provided an underwritten debt financing commitment to Flywheel. Wells Fargo Securities, LLC served as lead arranger and bookrunner and Citigroup Global Markets, BMO Capital Markets Corp., Capital One, National Association, Royal Bank of Canada and TD Securities (USA), LLC served as joint lead arrangers and bookrunners on Flywheel’s $1.43 billion credit facility.