Chesapeake Energy Corporation Announces Expiration of Cash Tender Offers on Senior Notes and an Extension of Tender Offers for Certain Other Senior Notes
Chesapeake Energy Corporation (NYSE:CHK) today announced the expiration
and final results of its previously announced cash tender offers to
purchase a portion of the outstanding principal amount of each series of
its senior notes listed in Table 1 below (collectively, the 'Notes?).
The tender offers for the Notes expired at 11:59 P.M., New York City
time, on April 29, 2011. An aggregate of $393,638,000in
principal amount of the dollar-denominated Notes and €255,835,000 in
principal amount of the euro-denominated Notes was validly tendered and
accepted for purchase in the tender offers. Chesapeake expects the final
settlement of the tender offers for the Notes to occur today, except
with regard to the 6.250% Euro-denominated Senior Notes due 2017, which
Chesapeake expects will occur tomorrow, May 3, 2011.
Table 1 | |||||||||||||||||||||||
| Notes | CUSIP Number/ISIN Number/ Common Code | Principal Amount Outstanding | Series Maximum | Principal Amount Tendered | Principal Amount Accepted for Purchase | ||||||||||||||||||
7.625% Senior Notes due 2013 | 165167BY2 | $500,000,000 | $100,000,000 | $35,890,000 | $35,890,000 | ||||||||||||||||||
6.250% Euro-denominated Senior Notes due 2017(1) | 027393390
| €600,000,000 | €253,690,000 | €255,835,000 | €255,835,000 | ||||||||||||||||||
6.875% Senior Notes due 2018 | 165167CE5 | $600,000,000 | $150,000,000 | $126,332,000 | $126,332,000 | ||||||||||||||||||
7.250% Senior Notes due 2018 | 165167CC9 | $800,000,000 | $200,000,000 | $131,416,000 | $131,416,000 | ||||||||||||||||||
6.625% Senior Notes due 2020 | 165167CF2 | $1,400,000,000 | $100,000,000 | $531,816,000 | $100,000,000 | ||||||||||||||||||
(1) Chesapeake accepted an additional amount of the | |||||||||||||||||||||||
The tender offers for the Notes were made pursuant to the terms of an
Offer to Purchase dated April 4, 2011 (as amended, the 'Offer to
Purchase') and the related Letter of Transmittal. The table above sets
forth the principal amount of each series of Notes that Chesapeake
offered to purchase in the column entitled 'Series Maximum,' the
principal amount of each series of Notes that was tendered and the
principal amount of each series of Notes that was accepted for purchase.
If the principal amount of Notes tendered for any series exceeds the
applicable series maximum for such series of Notes (or, in the case of
the 6.250% Euro-denominated Senior Notes due 2017, the increased
principal amount being accepted for purchase), Chesapeake accepted
tendered Notes of such series on a pro rata basis, as more fully set
forth in the Offer to Purchase.
Chesapeake also announced that it has increased the tender offer Series
Maximums with respect to its 9.500% Senior Notes due 2015 and its 6.500%
Senior Notes due 2017 (together, the 'Extended Notes'). Table 2 below
sets forth the principal amount of each series of Extended Notes that
had been validly tendered (and not validly withdrawn) as of 11:59 P.M.,
New York City time, on April 29, 2011, the principal amount of each
series of Extended Notes that Chesapeake originally offered to purchase
and the increased principal amount of each series of Extended Notes that
Chesapeake is offering to purchase in the columns entitled 'Principal
Amount Tendered,' 'Original Series Maximum? and 'Revised Series
Maximum,? respectively.
Table 2 | |||||||||||||||||||||||||||
| Extended Notes | CUSIP Number | Principal Amount Outstanding | Principal Amount Tendered | Original Series Maximum | Revised Series Maximum | Purchase Price(1) | |||||||||||||||||||||
9.500% Senior Notes due 2015 | 165167CD7 | $1,425,000,000 | $138,435,000 | $100,000,000 | $138,435,000 | $1,190.00 | |||||||||||||||||||||
6.500% Senior Notes due 2017 | 165167BS5 | $1,100,000,000 | $438,961,000 | $150,000,000 | $438,961,000 | $1,090.00 | |||||||||||||||||||||
(1) Per $1,000 in principal amount of Extended Notes | |||||||||||||||||||||||||||
Due to the increase in Series Maximums, the expiration date for the
tender offers for the Extended Notes has been extended to 11:59 p.m.,
New York City time, on May 13, 2011. Chesapeake reserves the right to
further increase the Series Maximum for each series of the Extended
Notes at any time on or before the expiration date. No withdrawal rights
have been reinstated with respect to either series of the Extended
Notes. The tender offers for the Extended Notes are also being made
pursuant to the Offer to Purchase and the related Letter of Transmittal.
Global Bondholder Services Corporation serves as the Depositary and
Information Agent for the tender offers for the Extended Notes. Holders
may obtain copies of the Offer to Purchase and the related Letter of
Transmittal from Global Bondholder Services Corporation at (212)
430-3774 (collect, for banks and brokers only) and (866) 470-4200 (toll
free).
Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and RBS
Securities Inc. serve 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. | Citigroup Global Markets Inc. | RBS Securities Inc. | |||||||||
60 Wall Street | 390 Greenwich St., 1(st) Floor | 600 Washington Blvd. | |||||||||
New York, NY 10005 | New York, NY 10013 | Stamford, CT 06901 | |||||||||
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By Telephone: | By Telephone: | By Telephone: | |||||||||
(855) 287-1922 (toll free) | (800) 558-3745 (toll free) | (877) 297-9832 (toll free) | |||||||||
(212) 250-7527 (collect) | (212) 723-6106 (collect) | (203) 897-6145 (collect) | |||||||||
+ 44 (0) 20 7545 8011 (London) | +44 (0) 20 7986 8969 (London) | +44 (0) 20 7085 4634 (London) |
This announcement is not an offer to purchase or a solicitation of an
offer to sell the Notes, the Extended Notes or any other securities. The
tender offers are made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal.
This news release contains forward-looking statements, including the
anticipated settlement dates of the tender offers.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, a Top 15 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 Barnett,
Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and
in the Granite Wash, Cleveland, Tonkawa, Mississippian, Bone Spring,
Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara and Utica
unconventional liquids plays.The company has also
vertically integrated its operations and owns substantial midstream,
compression, drilling and oilfield service assets.Chesapeake′s
stock is listed on the New York Stock Exchange under the symbol CHK.Further information is available at www.chk.com
where Chesapeake routinely posts announcements, updates, events,
investor information, presentations and 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
