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Chesapeake Energy Corporation Announces Early Tender Results for Its Cash Tender Offers and the Increase of the Tender Offer Series Maximum with Respect to Its 6.250% Euro-Denominated Senior Notes Due 2017

18.04.2011  |  Business Wire


Chesapeake Energy Corporation (NYSE: CHK) today announced the early
tender results for its previously announced cash tender offers to
purchase a portion of the outstanding principal amount of each series of
its senior notes listed in the table below (collectively, the 'Notes?).
The tender offers are being made pursuant to the terms of the Offer to
Purchase dated April 4, 2011 (the 'Offer to Purchase?) and the related
Letter of Transmittal.


  
Notes
  
CUSIP

Number/ISIN Number/

Common Code


  
Principal Amount Outstanding
  
Early Tender Results
  
Original

Series Maximum


  
Revised Series Maximum

7.625% Senior Notes due 2013

  

165167BY2

  

$500,000,000

  

$35,547,000

  

$100,000,000

  

N/A

9.500% Senior Notes due 2015

165167CD7

$1,425,000,000

$137,535,000

$100,000,000

N/A

6.250% Euro-denominated Senior Notes due 2017

027393390


(ISIN: XS0273933902)


€600,000,000

€253,690,000

€150,000,000


€253,690,000


6.500% Senior Notes due 2017

165167BS5

$1,100,000,000

$437,230,000

$150,000,000

N/A

6.875% Senior Notes due 2018

165167CE5

$600,000,000

$125,872,000

$150,000,000

N/A

7.250% Senior Notes due 2018

165167CC9

$800,000,000

$130,571,000

$200,000,000

N/A

6.625% Senior Notes due 2020

  

165167CF2

  

$1,400,000,000

  

$531,418,000

  

$100,000,000

  

N/A

  


The column in the table above entitled 'Early Tender Results? shows the
aggregate principal amount of each series of Notes that was validly
tendered (and not validly withdrawn) in the tender offers as of 5:00
p.m., New York City time, on April 15, 2011, which was the early tender
deadline. Holders who validly tendered (and did not validly withdraw)
their Notes prior to the early tender deadline, and whose Notes are
accepted for purchase by Chesapeake, will receive in cash, for each
$1,000 or €1,000 in principal amount, as applicable, of Notes tendered,
the applicable Total Consideration, as set forth in the Offer to
Purchase, which includes the applicable early tender premium of $20.00
per $1,000 (or €20.00 per €1,000, as applicable) in principal amount of
Notes. The Total Consideration with respect to each series of Notes has
not been changed.


Chesapeake also announced that it has increased the tender offer Series
Maximum with respect to its 6.250% Euro-denominated Senior Notes due
2017. The table above sets forth the principal amount of such series of
Notes that Chesapeake originally offered to purchase and the increased
principal amount of such series of Notes that Chesapeake is offering to
purchase in the columns entitled 'Original Series Maximum? and 'Revised
Series Maximum,? respectively. Chesapeake reserves the right to further
increase the Series Maximum for one or more series of Notes in the
tender offers at any time on or before the applicable expiration date
for any series of Notes in the tender offers.


If the aggregate principal amount of Notes of any series validly
tendered (and not validly withdrawn) and accepted for purchase by
Chesapeake exceeds the Original Series Maximum or the Revised Series
Maximum, as applicable, for such series of Notes, Chesapeake will accept
tendered Notes of such series on a pro rata basis, as more fully set
forth in the Offer to Purchase.


The tender offers are scheduled to expire at 11:59 p.m., New York City
time, on April 29, 2011 (unless extended or earlier terminated). Holders
whose Notes are validly tendered (and not validly withdrawn) and
accepted for purchase by Chesapeake after the early tender deadline but
before the expiration date of the tender offers will receive in cash,
for each $1,000 or €1,000 in principal amount, as applicable, 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.


In addition, holders will receive, in respect of their Notes that are
accepted for purchase, accrued and unpaid interest on the principal
amount of the accepted Notes to, but not including, the applicable
settlement date of the tender offers, which will be promptly after the
expiration date.


This announcement is not an offer to purchase or a solicitation of an
offer to sell the Notes or any other securities. The tender offers are
only being made pursuant to the terms of the Offer to Purchase and the
related Letter of Transmittal.


Chesapeake has retained Global Bondholder Services Corporation as the
Depositary and Information Agent for the tender offers for the
dollar-denominated Notes and has retained Lucid Issuer Services Limited
as Tender Agent and Information Agent for the tender offer for the
euro-denominated Notes. Requests for documents may be directed to the
applicable Information Agent at the addresses and telephone numbers set
forth below:


  
The Depositary and Information Agent for the tender offers for
the dollar-denominated Notes is:


  


Global Bondholder Services Corporation


65 Broadway ? Suite 404


New York, New York 10006


Attention: Corporate Actions


  


Banks and Brokers call: (212) 430-3774 (collect)


All others call toll free: (866) 470-4200

The Tender Agent and Information Agent for the tender offer for
the euro-denominated Notes is:


  


Lucid Issuer Services Limited


436 Essex Road


London N1 3QP


Attention: Lee Pellicci / David Shilson


  


By telephone: +44 (0) 20 7704 0880


By email: chesapeake@lucid-is.com


  


Chesapeake has retained Deutsche Bank Securities Inc., Citigroup Global
Markets Inc. and RBS Securities Inc. as the Dealer Managers for the
tender offers. Questions regarding the tender offers may be directed to
the Dealer Managers at the addresses and telephone numbers set forth
below:


  

  

  

  

Deutsche Bank Securities Inc.


60 Wall Street


New York, NY 10005


Attn: Liability Management Group

By Telephone:


(855) 287-1922 (toll free)


(212) 250-7527 (collect)


+ 44 (0) 20 7545 8011 (London)


Citigroup Global Markets Inc.


390 Greenwich St., 1st Floor


New York, NY 10013


Attn: Liability Management Group

By Telephone:


(800) 558-3745 (toll free)


(212) 723-6106 (collect)


+44 (0) 20 7986 8969 (London)


RBS Securities Inc.


600 Washington Blvd.


Stamford, CT 06901


Attn: Liability Management Group

By Telephone:


(877) 297-9832 (toll free)


(203) 897-6145 (collect)


+44 (0) 20 7085 4634 (London)


  


None of Chesapeake, the Dealer Managers, the Depositary, the Tender
Agent, the Information Agents or any other person makes any
recommendation as to whether holders of the Notes should participate in
the tender offers, and no one has been authorized to make such a
recommendation.

This news release contains forward-looking statements, including the
expected consummation of the tender offers and the anticipated principal
amounts of notes to be retired.
Forward-looking statements give
our current expectations or forecasts of future events. Although we
believe our forward-looking statements are reasonable, they can be
affected by inaccurate assumptions or by known or unknown risks and
uncertainties, and actual results may differ from the expectations
expressed. See the 'Risk Factors? discussion in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2010 filed with the
U.S. Securities and Exchange Commission on March 1, 2011 for a
discussion of risk factors that affect our business.
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 is the second-largest producer of
natural gas 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 Barnett,
Haynesville, Marcellus and Bossier natural gas shale plays and in the
Eagle Ford, Granite Wash, Tonkawa, Cleveland, Mississippian, Wolfcamp,
Bone Spring, Avalon and Niobrara unconventional liquids plays.
The
company 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.


Chesapeake Energy Corporation

Investor Relations:

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

jeff.mobley@chk.com

or

John
J. Kilgallon, 405-935-4441

john.kilgallon@chk.com

or

Media
Relations:

Jim Gipson, 405-935-1310

jim.gipson@chk.com



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