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Chesapeake Energy Corporation Announces Results of Board of Directors Reviews

20.02.2013  |  Business Wire

Extensive Review of Alleged Conflicts of Interest and Other
Matters Involving CEO Aubrey K. McClendon Did Not Find Any Intentional
Misconduct

Board Also Finds Company Did Not Violate Antitrust Laws in Regard
to Acquisition of Michigan Oil and Gas Rights in 2010


Chesapeake Energy Corporation (NYSE:CHK) today announced that its Board
of Directors has received the results of its previously announced review
of the financing arrangements between co-founder, Chief Executive
Officer and President, Aubrey K. McClendon (and the entities through
which he participates in the Founder Well Participation Program
('FWPP?)) and third parties identified as having a financial
relationship with the company, as well as other matters. The review,
which was led by the Audit Committee of the Board, with the assistance
of independent counsel retained by the independent members of the Board
in April 2012, has been substantially completed. In connection with the
review, millions of pages of documents were collected and reviewed and
more than 50 interviews of Chesapeake and third-party personnel were
conducted.


Among the transactions reviewed were the 2008-2012 financing
arrangements between EIG Global Energy Partners ('EIG?) and affiliates
of Mr. McClendon regarding financing of his participation in the FWPP,
as well as the preferred stock investments by EIG in CHK Utica, L.L.C.
and CHK Cleveland-Tonkawa, L.L.C. The review of the financing
arrangements did not reveal any improper benefit to Mr. McClendon or
increased cost to the company as a result of the overlap in the
financial relationships.


The review also covered:


  1. other relationships in which both Mr. McClendon and the company
    conducted business with the same financial institutions;

  2. the trading activities of the Heritage Hedge Fund (co-founded by Mr.
    McClendon) through 2007, when the Heritage Hedge Fund ceased
    operations; and

  3. other matters, including issues regarding administration of the FWPP,
    and a 1998 loan to Mr. McClendon by then Board member Frederick B.
    Whittemore.


Based on the documents reviewed and interviews conducted, no intentional
misconduct by Mr. McClendon or any of the company′s management was found
by the Board concerning these relationships and/or these transactions
and issues.


As previously announced, Mr. McClendon has agreed with the Board that he
will retire from the company on April 1, 2013, and will continue to
serve as Chief Executive Officer until the earlier of his successor
being appointed and April 1, 2013. The Board and Mr. McClendon′s
decision to commence a search for a new leader was not related to the
Board′s review of his financing arrangements and other matters.


Chesapeake also announced today that its Board of Directors has
concluded that the company did not violate antitrust laws in connection
with the acquisition of Michigan oil and gas rights in 2010. The company
previously reported that in June 2012 it had received a subpoena duces
tecum from the Antitrust Division, Midwest Field Office, of the United
States Department of Justice, and demands for documents and information
from state governmental agencies, investigating possible antitrust
violations arising from 2010 leasing activities in Michigan. The company
has been responding to these requests. The Board commenced its own
investigation of these allegations in June 2012. The Board based the
conclusion it announced today on a thorough review conducted
independently by outside counsel, and on Chesapeake′s cooperation with
the Department of Justice.

Chesapeake Energy Corporation (NYSE:CHK) 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 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' 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 assumptions or by known or unknown risks and uncertainties,
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

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
Relations:

Michael Kehs, 405-935-2560

michael.kehs@chk.com

or

Jim
Gipson, 405-935-1310

jim.gipson@chk.com



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