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Chesapeake Energy Corporation Announces Early Tender Results and Early Settlement for Its Cash Tender Offers

01.04.2013  |  Business Wire


Chesapeake Energy Corporation (NYSE:CHK) today announced the early
tender results for its previously announced cash tender offers
(collectively the 'Tender Offers? and each a 'Tender Offer?) for any and
all of its 7.625% Senior Notes due 2013 (the '2013 Notes?) and its
6.875% Senior Notes due 2018 (the '2018 Notes? and, together with the
2013 Notes, the 'Notes?).


Chesapeake also announced today that it had completed an offering of
$2.3 billion of its senior notes, which was a condition to its
obligation to accept for purchase and to pay for any Notes in a Tender
Offer. Subject to the terms and conditions set forth in the Offer to
Purchase, Chesapeake today accepted for purchase all Notes validly
tendered in the Tender Offers as of 5:00 p.m., New York City time, on
March 28, 2013 (such date and time, the 'Early Tender Date').


The Tender Offers are being made pursuant to an Offer to Purchase and a
related Letter of Transmittal, each dated March 18, 2013, which set
forth a more detailed description of the terms and conditions of each
Tender Offer.

Notes


 ?

CUSIP/ISIN

Numbers


 ?

Principal Amount

Outstanding


 ?

Early Tender

Results


7.625% Senior Notes due

2013


165167BY2/

US165167BY25


$464,110,000

$216,187,000


6.875% Senior Notes due

2018


165167CE5/

US165167CE51


$473,668,000

$376,595,000

 ?


The column in the table above entitled 'Early Tender Results? shows the
aggregate principal amount of each series of Notes that was validly
tendered in the Tender Offers as of the Early Tender Date. Holders of
Notes that were validly tendered at or prior to the Early Tender Date
received the applicable Total Consideration, as set forth in the Offer
to Purchase, which included the Early Tender Premium of $30.00 per
$1,000 in principal amount of Notes. The Total Consideration with
respect to each series of Notes has not been changed.


Each Tender Offer is scheduled to expire at 11:59 p.m., New York City
time, on April 12, 2013 unless it is extended or earlier terminated
(such date and time as it may be extended with respect to a Tender
Offer, the 'Expiration Date?). Holders who have not already tendered
Notes may continue to do so at any time prior to the applicable
Expiration Date. Such holders will receive in cash, for each $1,000 in
principal amount of Notes tendered, the applicable Purchase Price set
forth in the Offer to Purchase, which does not include the Early Tender
Premium. The Purchase Price with respect to each series of Notes has not
been changed. Tendered Notes may no longer be withdrawn, except to the
extent that Chesapeake is required by law to provide additional
withdrawal rights.


In addition to the applicable Purchase Price or the applicable Total
Consideration, as the case may be, holders of Notes of a series accepted
for purchase will also receive accrued and unpaid interest on those
Notes from the last interest payment date for such Notes to, but not
including, the applicable settlement date for such series of Notes.


Settlement of Notes that are validly tendered and accepted for purchase
after the Early Tender Date but before the applicable Expiration Date
will promptly follow the applicable Expiration Date. Chesapeake
currently anticipates that each such settlement date will occur on or
about April 15, 2013 (such date being subject to change without prior
notice).


Chesapeake has retained Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. LLC as the dealer managers for the Tender Offers. D.F.
King & Co., Inc. has been retained as the tender agent and information
agent for the Tender Offers. For additional information regarding the
terms of the Tender Offers, please contact: Credit Suisse Securities
(USA) LLC at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (collect)
or Morgan Stanley & Co. LLC at (800) 624-1808 (U.S. toll free) or (212)
761-1057 (collect). Requests for documents and questions regarding the
tender of Notes may be directed to D.F. King & Co, Inc. at the address,
telephone numbers and email address set forth below.


D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York,
NY 10005

Attention: Elton Bagley


Banks and brokers call collect: (212) 269-5550

All others call
toll-free: (800) 697-6975

Email: chk@dfking.com


None of Chesapeake, its board of directors, the dealer managers or the
tender agent and information agent makes any recommendation that you
tender or refrain from tendering all or any portion of the principal
amount of your Notes, and no one has been authorized by any of them to
make such a recommendation.


This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The Tender Offers are
being made solely by means of the Offer to Purchase and the related
Letter of Transmittal. In any jurisdiction where the laws require a
tender offer to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of Chesapeake by the dealer
managers or one or more registered brokers or dealers under the laws of
such jurisdiction.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest
producer of natural gas, a top 11 producer of oil and natural gas
liquids and the most active driller of new wells in the U.S.
Headquartered in Oklahoma City, the company's operations are focused on
discovering and developing unconventional natural gas and oil fields
onshore in the U.S. Chesapeake owns leading positions in the Eagle Ford,
Utica, Granite Wash, Cleveland, Tonkawa, Mississippi Lime and Niobrara
unconventional liquids plays and in the Marcellus, Haynesville/Bossier
and Barnett unconventional natural gas shale plays. The company also
owns substantial marketing and oilfield services businesses through its
subsidiaries Chesapeake Energy Marketing, Inc. and Chesapeake Oilfield
Operating, L.L.C. Further information is available at
www.chk.com
where Chesapeake routinely posts announcements, updates, events,
investor information, presentations and news releases.

This news release includes 'forward-looking statements,' including
the expected consummation of the Tender Offers, that give Chesapeake's
current expectations or forecasts of future events.
Although
we believe the expectations and forecasts reflected in our
forward-looking statements are reasonable, we can give no assurance they
will prove to have been correct.
They can be affected by
inaccurate or changed assumptions or by known or unknown risks and
uncertainties (including those stated in Chesapeake′s Annual Report on
Form 10-K for the year ended December 31, 2012), and actual results may
differ from the expectation expressed.
We caution you not
to place undue reliance on our forward-looking statements, which speak
only as of the date of this news release, and we undertake no obligation
to update this information.


Chesapeake Energy Corporation

Chesapeake Contacts:

Jeffrey L.
Mobley, CFA, 405-767-4763

jeff.mobley@chk.com

or

Gary
T. Clark, CFA, 405-935-6741

gary.clark@chk.com

or

Media
Contacts:

Michael Kehs, 405-935-2560

michael.kehs@chk.com

or

Jim
Gipson, 405-935-1310

jim.gipson@chk.com