Chesapeake Energy Corporation Announces Pricing of Pending Cash Tender Offers for Contingent Convertible Senior Notes
Chesapeake Energy Corporation (NYSE:CHK) today announced that it has
determined the Purchase Price to be paid in connection with its pending
cash tender offers to purchase a portion of the outstanding principal
amount of each series of its contingent convertible senior notes listed
in the table below (collectively, the 'Convertible Notes?). The tender
offers are being made pursuant to the terms of the Offer to Purchase
dated April 4, 2011 (as amended, the 'Offer to Purchase?) and the
related Letter of Transmittal.
Convertible Notes | CUSIP Number(s) | Principal Amount Outstanding | Series Maximum | Purchase Price(1) | ||||||||
2.75% Contingent Convertible Senior Notes due 2035 | 165167BW6 | $451,071,000 | $300,000,000 | $1,164.49 | ||||||||
2.50% Contingent Convertible Senior Notes due 2037(2) | 165167BZ9
| $1,377,979,000 | $350,000,000 | $1,095.83 | ||||||||
2.25% Contingent Convertible Senior Notes due 2038 | 165167CB1 | $612,118,000 | $350,000,000 | $935.07 | ||||||||
(1) Per $1,000 in principal amount of Convertible Notes validly tendered
(and not validly withdrawn) and accepted for purchase in the tender
offers, and excluding accrued and unpaid interest from the last interest
payment date, which will be paid in addition to the purchase price to,
but not including, the applicable settlement date of the tender offers.
(2) For the purposes of the tender offers, including proration, and
consistent with their terms, all of the 2.50% Contingent Convertible
Senior Notes due 2037 will be treated as a single series,
notwithstanding any differences in CUSIP numbers.
Holders whose Convertible Notes are validly tendered (and not validly
withdrawn) and accepted for purchase by Chesapeake before the expiration
date of the tender offers, which is 11:59 p.m., New York City time, on
April 29, 2011 (unless extended or earlier terminated), will receive in
cash, for each $1,000 in principal amount of Convertible Notes tendered,
the applicable Purchase Price set forth in the table above. In addition,
holders will receive in respect of their Convertible Notes that are
accepted for purchase, accrued and unpaid interest on the principal
amount of the accepted Convertible Notes from the last interest payment
date to, but not including, the applicable settlement date of the tender
offers.
The Purchase Price for each series of Convertible Notes was determined
promptly after the close of trading on the New York Stock Exchange on
April 27, 2011, pursuant to the Offer to Purchase. The Purchase Price
for each series of Convertible Notes is also available at www.gbsc-usa.com/chesapeake.
This announcement is not an offer to purchase or a solicitation of an
offer to sell the Convertible 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.
Holders may obtain copies of the Offer to Purchase and the related
Letter of Transmittal online at the Securities and Exchange Commission′s
('SEC's?) website at www.sec.gov
as exhibits to the Tender Offer Statement on Schedule TO filed by
Chesapeake with the SEC on April 4, 2011, as amended.
Holders may also obtain copies of the Offer to Purchase and the related
Letter of Transmittal from the Depositary and Information Agent for the
tender offers, Global Bondholder Services Corporation, at (212) 430-3774
(collect, for banks and brokers only) and (866) 470-4200 (toll free).
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.
By Telephone:
| Citigroup Global Markets Inc.
By Telephone:
| RBS Securities Inc.
By Telephone:
| ||||||
None of Chesapeake, the Dealer Managers, the Depositary and Information
Agent or any other person makes any recommendation as to whether holders
of the Convertible 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.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 SEC
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.
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 Contacts:
Jeffrey L.
Mobley, CFA, 405-767-4763
jeff.mobley@chk.com
or
John
J. Kilgallon, 405-935-4441
john.kilgallon@chk.com
or
Media
Contact:
Jim Gipson, 405-935-1310
jim.gipson@chk.com
