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Chesapeake Energy Corporation Announces Cash Tender Offers for Senior Notes

18.03.2013  |  Business Wire


Chesapeake Energy Corporation (NYSE:CHK) today announced the
commencement of two separate tender offers (collectively the 'Tender
Offers? and each a 'Tender Offer?) for any and all of its 7.625% Senior
Notes due 2013 (the '2013 Notes?) and its 6.875% Senior Notes due 2018
(the '2018 Notes? and, together with the 2013 Notes, the 'Notes?).


The Tender Offers are being made pursuant to an Offer to Purchase and a
related Letter of Transmittal, each dated March 18, 2013, which set
forth a more detailed description of the terms and conditions of each
Tender Offer.


Upon the terms and subject to the conditions described in the Offer to
Purchase, the Letter of Transmittal and any amendments or supplements to
the foregoing, Chesapeake is offering to purchase for cash any and all
of the outstanding Notes.


Holders must validly tender their Notes at or prior to 5:00 p.m., New
York City time, on March 28, 2013 (such date and time, as it may be
extended with respect to a Tender Offer, the 'Early Tender Date'), to be
eligible to receive the applicable Total Consideration (as set forth in
the table below), which includes the applicable Early Tender Premium (as
set forth in the table below). Each Tender Offer will expire at 11:59
p.m., New York City time, on April 12, 2013, unless it is extended or
earlier terminated (such date and time as it may be extended with
respect to a Tender Offer, the 'Expiration Date?).

Notes
 ?

CUSIP/ISIN

Numbers


 ?

Principal

Amount

Outstanding


 ?

Purchase

Price(1)


 ?

Early Tender

Premium(2)


 ?

Total

Consideration(1)


7.625% Senior Notes due 2013

 ?


165167BY2/ US165167BY25


 ?

$464,110,000

 ?

$990.00

 ?

$30.00

 ?

$1,020.00

6.875% Senior Notes due 2018


165167CE5/ US165167CE51


$473,668,000

$1,044.50

$30.00

$1,074.50

 ?

(1) Per $1,000 principal amount, as applicable, of
Notes validly tendered and accepted for purchase in the Tender
Offers, and excluding any accrued interest, which will be paid in
addition to the Total Consideration or Purchase Price, as
applicable, up to but not including the applicable settlement date.

(2) Per $1,000 principal amount, as applicable, of
Notes validly tendered and accepted for purchase in the Tender
Offers prior to the applicable Early Tender Date; included in
Total Consideration.


 ?


Chesapeake′s obligation to accept for purchase and to pay for Notes in
an applicable Tender Offer is subject to the satisfaction or waiver of a
number of conditions, including the receipt by Chesapeake, at or prior
to the earliest early settlement date (as described below), of an
aggregate amount of at least $1.0 billion in net proceeds from one or
more debt financing transactions, including debt capital markets
transactions, on terms reasonably satisfactory to Chesapeake (the
'Financing Condition?). On March 18, 2013, Chesapeake commenced an
offering of $2.3 billion of its senior notes, and such offering, if
successfully completed, will satisfy the Financing Condition. The Tender
Offers are not contingent upon the tender of any minimum principal
amount of Notes. This press release is not an offer to sell or the
solicitation of an offer to buy any securities. Offers and sales of any
securities will only be made by means of a prospectus or offering
memorandum, on the terms and subject to the conditions set forth therein.


Holders of Notes that are validly tendered at or prior to the applicable
Early Tender Date and accepted for purchase by Chesapeake will receive
the applicable Total Consideration, which is equal to the Purchase Price
(as set forth in the table above) for the applicable Notes plus the
Early Tender Premium for such Notes. Holders of Notes tendered after the
applicable Early Tender Date but before the applicable Expiration Date
and accepted for purchase by Chesapeake will receive the applicable
Purchase Price, but not the Early Tender Premium.


In addition to the applicable Purchase Price or the applicable Total
Consideration, as the case may be, holders of Notes of a series accepted
for purchase will also receive accrued and unpaid interest on those
Notes from the last interest payment date for such Notes to, but not
including, the applicable settlement date for such series of Notes.


Settlement of Notes that are validly tendered and accepted for purchase
at or prior to the applicable Early Tender Date will promptly follow the
satisfaction or waiver of the Financing Condition and the other
conditions applicable to such Tender Offer but in no event earlier than
the applicable Early Tender Date with respect to such Tender Offer.
Chesapeake currently anticipates that each such early settlement date
will occur on or about April 1, 2013 (such date being subject to change
without prior notice).


Settlement of Notes that are validly tendered and accepted for purchase
after the applicable Early Tender Date but before the applicable
Expiration Date will promptly follow the applicable Expiration Date.
Chesapeake currently anticipates that each such settlement date will
occur on or about April 15, 2013 (such date being subject to change
without prior notice).


Tendered Notes may be withdrawn from the applicable Tender Offer at or
prior to, but not after, 5:00 p.m., New York City time, on March 28,
2013 (a 'Withdrawal Deadline?), unless the applicable Withdrawal
Deadline is extended with respect to a Tender Offer or the applicable
Tender Offer is earlier terminated. Chesapeake expressly reserves the
right, in its sole discretion, subject to applicable law, to (1)
terminate a Tender Offer prior to the applicable Expiration Date and not
accept for purchase any applicable Notes subject to such Tender Offer,
(2) waive any and all of the conditions to a Tender Offer, (3) extend
the applicable Early Tender Date, Withdrawal Deadline or Expiration Date
for a Tender Offer, (4) amend the terms of a Tender Offer or (5) change
any settlement date applicable to a Tender Offer. Until the applicable
Expiration Date, no assurance can be given that a Tender Offer will be
completed.


Chesapeake has retained Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. LLC as the dealer managers for the Tender Offers. D.F.
King & Co., Inc. has been retained as the tender agent and information
agent for the Tender Offers. For additional information regarding the
terms of the Tender Offers, please contact: Credit Suisse Securities
(USA) LLC at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (collect)
or Morgan Stanley & Co. LLC at (800) 624-1808 (U.S. toll free) or (212)
761-1057 (collect). Requests for documents and questions regarding the
tender of Notes may be directed to D.F. King & Co, Inc. at the address,
telephone numbers and email address set forth below.


D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York,
NY 10005

Attention: Elton Bagley


Banks and brokers call collect: (212) 269-5550

All others call
toll-free: (800) 697-6975


Email: chk@dfking.com


The Offer to Purchase and the related Letter of Transmittal are expected
to be distributed to holders of Notes beginning today. Copies of the
Offer to Purchase and the Letter of Transmittal related to the Tender
Offers may also be obtained at no charge from D.F. King & Co., Inc.


None of Chesapeake, its board of directors, the dealer managers or the
tender agent and information agent makes any recommendation that you
tender or refrain from tendering all or any portion of the principal
amount of your Notes, and no one has been authorized by any of them to
make such a recommendation.


This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The Tender Offers are
being made solely by means of the Offer to Purchase and the related
Letter of Transmittal. In any jurisdiction where the laws require a
tender offer to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of Chesapeake by the dealer
managers, or one or more registered brokers or dealers under the laws of
such jurisdiction.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest
producer of natural gas, a top 11 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,' including
the expected consummation of the Tender Offers and the expected
consummation of a debt financing, 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 or
changed assumptions or by known or unknown risks and uncertainties
(including those stated in Chesapeake′s Annual Report on Form 10-K for
the year ended December 31, 2012), 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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