Chesapeake Energy Corp. Notifies Holders of Its 2.75% Contingent Convertible Senior Notes Due 2035 of Their Repurchase Option
October 01 2015 - 7:00AM
Business Wire
Chesapeake Energy Corporation (NYSE:CHK) announced today that it
is notifying holders of its 2.75% Contingent Convertible Senior
Notes due 2035 (the “Notes”) that they have the option, pursuant to
the terms of the Notes, to require Chesapeake to purchase on
November 15, 2015 (the “Repurchase Date”) all or a portion of such
holders’ Notes (the “Repurchase Option”). The repurchase price is
equal to 100% of the aggregate principal amount of the Note,
together with accrued but unpaid interest thereon, up to but not
including the Repurchase Date (the “Repurchase Price”), provided
that interest payable on November 15, 2015 will be paid to the
holders in whose names the Notes are registered at the close of
business on November 1, 2015, the record date prior to the
Repurchase Date. Payment of the Repurchase Price will be made on
November 16, 2015, which is the next succeeding business day
following the Repurchase Date. If all outstanding Notes are
surrendered for repurchase, the aggregate cash repurchase price
will be approximately $396.0 million. Chesapeake intends to fund
the Repurchase Price using available cash.
The Repurchase Option commences today and expires at 5:00 p.m.,
New York time, on November 15, 2015. Holders may exercise the
Repurchase Option by delivering a repurchase notice to The Bank of
New York Mellon, the paying agent, before 5:00 p.m., New York time,
on November 10, 2015. Holders may withdraw their election to
exercise their Repurchase Option at any time prior to 5:00 p.m.,
New York time, on November 13, 2015, which is the business day
immediately preceding the Repurchase Date. In order to exercise the
Repurchase Option, or withdraw Notes previously surrendered, a
holder must follow the additional procedures set forth in the
notice that is being sent to all registered holders of the
Notes.
The Notes are convertible upon the occurrence of certain
conditions into cash and a number of shares of common stock of
Chesapeake determined as specified in the Notes and related
indenture. However, the Notes are not currently convertible because
the conditions have not been satisfied.
Chesapeake will file a Tender Offer Statement on Schedule TO
with the Securities and Exchange Commission later today. Chesapeake
will make available to holders of the Notes, directly or through
the Depository Trust Company, documents specifying the terms,
conditions and procedures for surrendering and withdrawing Notes
for repurchase (copies of which will be attached as exhibits to
such Schedule TO). Note holders are encouraged to read these
documents carefully before deciding whether to exercise their
Repurchase Option. Holders of the Notes and other interested
parties may obtain a free copy of these documents at the Securities
and Exchange Commission’s website, www.sec.gov, or from the trustee, which is The
Bank of New York Mellon.
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A.2 N. LaSalle
StreetSuite 1020Chicago, IL 60602
Attention: Corporate Trust AdministrationFax: (312) 827-8542
This news release is for informational purposes only and does
not constitute an offer to purchase, or solicitation of an offer to
sell, any Notes. None of Chesapeake, its board of directors, or its
employees makes any recommendation to any holder as to whether to
exercise or refrain from exercising the Repurchase Option, and no
one has been authorized by any of them to make such a
recommendation.
Chesapeake Energy Corporation (NYSE:CHK) is the
second-largest producer of natural gas and the 12th largest
producer of oil and natural gas liquids in the U.S. Headquartered
in Oklahoma City, the company's operations are focused on
discovering and developing its large and geographically diverse
resource base of unconventional natural gas and oil assets onshore
in the U.S. The company also owns substantial marketing and
compression businesses. 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, including the timing of the repurchase and the aggregate
repurchase price. 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, 2014), 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, except as required by applicable law.
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version on businesswire.com: http://www.businesswire.com/news/home/20151001005391/en/
Chesapeake Energy CorporationINVESTOR CONTACT:Brad
Sylvester, CFA, 405-935-8859ir@chk.comorMEDIA CONTACT:Gordon
Pennoyer, 405-935-8878media@chk.com
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