Chesapeake Energy Corporation to Acquire Bronco Drilling Company, Inc.

Bronco′s Shareholders to Receive $11.00 Per Share in Cash
Chesapeake Will Add 22 Drilling Rigs to Assist in Ramp-up of
Company′s Liquids-Focused Drilling Programs
Chesapeake Energy Corporation (NYSE:CHK) and Bronco Drilling Company,
Inc. (NASDAQ/GS: BRNC) today announced that they have entered into a
definitive agreement for Chesapeake to acquire Bronco for approximately
$315 million, including debt, net working capital and outstanding
warrants.
Under the agreement, Chesapeake will make a cash tender offer to acquire
all outstanding shares of Bronco′s common stock at a price of $11.00 per
share. The $11.00 per share purchase price represents premiums of 6% and
24% over the closing price of Bronco′s common stock on the NASDAQ on
April 14, 2011 (the date of signing of the definitive agreement) and the
average closing price for the 90-calendar day period ending on April 14,
2011, respectively.
The transaction has been unanimously approved by the Boards of Directors
of both companies. The Board of Directors of Bronco unanimously
recommends that Bronco′s shareholders accept the Chesapeake offer. Third
Avenue Management LLC, on behalf of its investment advisory clients, and
Inmobiliaria Carso, S.A. de C.V., which are Bronco′s largest
shareholders and collectively own or have dispositive authority over
approximately 32% of Bronco′s outstanding common stock, have committed
to tender all their shares into the Chesapeake offer.
The acquisition will enable Chesapeake to further its goal of owning
approximately two-thirds of the rigs that it operates in its drilling
program ? a key aspect of its vertical integration strategy ? at an
attractive price per rig. Bronco currently owns 22 high-quality drilling
rigs primarily operating in the Williston and Anadarko basins, including
three that are under contract with Chesapeake. Chesapeake is currently
Bronco′s second largest customer.
Following the closing of the transaction, Chesapeake will integrate
Bronco′s 22 rigs into Chesapeake′s wholly owned subsidiary, Nomac
Drilling, L.L.C., which currently owns 95 drilling rigs available for
service, of which 90 are currently drilling under contract for
Chesapeake. The company is currently operating a total of 160 drilling
rigs and plans to end 2012 utilizing approximately 200 drilling rigs.
Chesapeake believes that the acquisition of Bronco should satisfy the
vast majority of Chesapeake′s anticipated rig investment needs through
2012.
Aubrey K. McClendon, Chesapeake′s CEO, stated, 'We have known and
admired Bronco′s management team and assets for years and we are
especially pleased to announce this transaction today. The acquisition
of Bronco is a great additional step in our vertical integration
strategy and increases confidence in our plan to ramp up drilling
activities in highly lucrative, liquids-rich unconventional resource
plays. We look forward to working with Bronco′s management team to
quickly complete this transaction and integrate operations.?
D. Frank Harrison, Bronco′s Chairman and CEO, stated, 'We are excited
about this transaction with Chesapeake, one of the premiere and most
innovative energy companies in the world. Chesapeake′s visionary and
people-centric approach is highly admired. We view this as a great
opportunity and in the best interests of Bronco, our shareholders and
our employees.?
The definitive agreement entered into by Chesapeake and Bronco provides
for Chesapeake to acquire Bronco in a two-step transaction. The first
step will consist of a cash tender offer to be made by a wholly owned
subsidiary of Chesapeake for all outstanding shares of Bronco common
stock at a price of $11.00 per share in cash. In the second step, the
tender offer will be followed by a merger in which the holders of the
outstanding shares of Bronco common stock not purchased in the tender
offer will receive the same per share price paid in the tender offer, in
cash, without interest. Upon completion of the transaction, Bronco will
become an indirect wholly owned subsidiary of Chesapeake. The tender
offer will be conditioned upon a majority of the outstanding shares of
Bronco common stock being tendered into the offer and will also be
subject to regulatory clearances and other customary terms and
conditions.
Chesapeake is expected to launch the tender offer shortly and the
transaction is expected to close in the second quarter of 2011, subject
to customary closing conditions. The transaction is not subject to or
conditioned upon financing arrangements.
Johnson Rice & Company L.L.C. is acting as financial advisor to Bronco
and has delivered a fairness opinion to its board of directors. Thompson
& Knight is acting as legal counsel to Bronco. Jefferies & Company, Inc.
is acting as financial advisor to Chesapeake. Commercial Law Group, P.C.
and Wachtell, Lipton, Rosen & Katz are acting as legal advisors to
Chesapeake.
About Chesapeake:
Chesapeake Energy Corporation is the second-largest producer of
natural gas and the most active driller of new wells in the U.S.Headquartered
in Oklahoma City, Chesapeake'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 Barnett, Haynesville,
Marcellus and Bossier natural gas shale plays and in the Eagle Ford,
Granite Wash, Cleveland, Tonkawa, Mississippian, Wolfcamp, Bone Spring,
Avalon and Niobrara unconventional liquids plays.Chesapeake
has also vertically integrated its operations and owns substantial
midstream, compression, drilling and oilfield service assets.Further
information is available at www.chk.com
where Chesapeake routinely posts announcements, updates, events,
investor information and presentations and all recent press releases.
About Bronco:
Bronco Drilling Company, Inc. is a publicly held company
headquartered in Edmond, Oklahoma, and is a provider of contract land
drilling to oil and natural gas exploration and production companies.
Bronco's common stock is quoted on The NASDAQ Global Select Market under
the symbol 'BRNC'.For more information about
Bronco Drilling Company, Inc., visit http://www.broncodrill.com.
Important Information:
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer for the
outstanding shares of Bronco Drilling Company, Inc. common stock
described in this press release has not commenced. At the time the
expected tender offer is commenced, Chesapeake Energy Corporation or a
wholly owned subsidiary of Chesapeake will file a tender offer statement
on Schedule TO with the U.S. Securities and Exchange Commission (SEC),
and Bronco will file a solicitation/recommendation statement on Schedule
14D-9 with respect to the tender offer. Investors and Bronco
shareholders are strongly advised to read the tender offer statement
(including the offer to purchase, letter of transmittal and other offer
documents) and the related solicitation/recommendation statement because
they will contain important information. When available, the offer to
purchase, the related letter of transmittal and certain other offer
documents, as well as the solicitation/recommendation statement, will be
made available to all shareholders of Bronco at no expense to them.
These documents will also be available at no charge from the SEC's
website at www.sec.gov.In addition, investors and Bronco shareholders will be able to
obtain a free copy of these documents (when they become available) from
Bronco by contacting Bronco Drilling Company, Inc. at 16217 N. May Ave.,
Edmond, OK 73013, attention: Investor Relations.
Forward Looking Statements:
This news release contains, among other things, certain statements
of a forward-looking nature. Such statements include all statements
other than those made solely with respect to historical fact. Numerous
risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking statement.
These factors include, but are not limited to, (1) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive agreement; (2) successful completion of
the proposed transaction on a timely basis; (3) the impact of regulatory
reviews on the proposed transaction; (4) the outcome of any legal
proceedings that may be instituted against one or both of Chesapeake and
Bronco and others following the announcement of the definitive
agreement; (5) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the transaction; and (6) other factors
described in Chesapeake′s and Bronco′s filings with the SEC, including
their respective reports on Forms 10-K, 10-Q, and 8-K.
Many of the factors that will determine the outcome of the subject
matter of this communication are beyond either Chesapeake′s or Bronco′s
ability to control or predict. Except to the extent required by
applicable law, neither Chesapeake nor Bronco undertakes any obligation
to revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future results or otherwise.
Chesapeake Energy Corporation
Jeffrey L. Mobley, CFA, 405-767-4763
Jeff.mobley@chk.com
or
Jim
Gipson, 405-935-1310
jim.gipson@chk.com
or
Bronco
Contacts:
Bob Jarvis, 405-242-4444, x-102
bjarvis@broncodrill.com