Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial


           Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On October 6, 2020, Montage Resources Corporation (the "Company") notified Deutsche Bank Trust Company Americas (the "Trustee"), as trustee under the Indenture, dated as of July 6, 2015 (as supplemented and in effect, the "Indenture"), among the Company, the guarantors party thereto and the Trustee, that the Company had elected to redeem, subject to certain conditions (the "Redemption"), all of its outstanding 8.875% Senior Notes due 2023 (the "Notes"). On October 9, 2020, the Company issued a conditional notice of full redemption to redeem all of its outstanding Notes. The anticipated redemption date is November 13, 2020 (the "Redemption Date"). The redemption price for the Notes will be 102.219% (the "Redemption Price") of the aggregate principal amount being redeemed, plus accrued but unpaid interest on the Notes redeemed to, but not including, the Redemption Date. Upon the Redemption by the Company of the Notes, none of the Notes will remain outstanding.

Redemption of the Notes is conditional on the consummation of the transactions set forth in that certain Agreement and Plan of Merger, dated as of August 12, 2020 (the "Merger Agreement"), by and between Southwestern Energy Company, a Delaware corporation (the "Buyer"), and the Company, pursuant to which, on the terms and subject to the conditions set forth therein, among other things, (i) the Company will merge with and into the Buyer, with the Buyer continuing as the surviving company, and (ii) the Buyer will deposit cash proceeds with the Trustee in an amount at least sufficient to pay and discharge the Redemption Price, all accrued and unpaid interest on the Notes redeemed to, but not including, the Redemption Date and all other amounts owing under the Indenture. The Company may delay the Redemption Date until such time as the foregoing conditions are satisfied, or such redemption may not occur and the conditional notice of redemption may be rescinded in the event that the foregoing conditions are not satisfied by the Redemption Date, or by such later date to which the Redemption Date has been delayed.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number                                    Description
  104     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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