OKLAHOMA CITY, Aug. 26, 2016 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) reported today the results to date of
its pending cash tender offers (the "Tender Offers") for the
outstanding notes of Chesapeake set forth in the table below
(collectively, the "Notes").
Chesapeake also announced today that it has increased the tender
cap for Notes maturing during and after 2019 from $250,000,000 aggregate purchase price (exclusive
of accrued interest) to $325,000,000
(the "New Long-Dated Tender Cap" and, together with the
$400,000,000 tender cap for Notes
maturing prior to 2019 (the "Short-Dated Tender Cap"), the "Current
Tender Caps"). Except as provided for in this release, all other
terms and conditions of the Tender Offers remain unchanged as set
forth in an Offer to Purchase dated August
15, 2016 (the "Offer to Purchase") and the related Letter of
Transmittal.
The following table sets forth the approximate aggregate
principal amounts of each series of Notes that were tendered and
not withdrawn on or prior to 5:00
p.m., New York City time,
on August 25, 2016 (the "Early Tender
Date"):
|
Series of
Notes
|
CUSIP Number/
ISIN
|
Aggregate
Principal
Amount
Outstanding
Prior to
Tender Offers
|
Approximate
Aggregate
Principal
Amount of
Notes
Tendered(1)
|
Current Tender
Caps(2)
|
Acceptance
Priority
Level
|
Total
Consideration(3)
(4)
|
|
|
|
|
|
|
|
|
6.25%
Euro-denominated Senior Notes due 2017
|
XS0273933902
|
€302,108,000
|
€36,158,000
|
$400,000,000
|
1
|
€1,000.00
|
|
6.5% Senior Notes due
2017
|
165167BS5
|
$315,126,000
|
$82,374,000
|
1
|
$1,000.00
|
|
7.25% Senior Notes
due 2018
|
165167CC9
|
$531,138,000
|
$70,968,000
|
1
|
$995.00
|
|
Floating Rate Senior
Notes due 2019
|
165167CM7
|
$948,501,000
|
$444,322,000
|
$325,000,000
|
2
|
$915.00
|
|
6.625% Senior Notes
due 2020
|
165167CF2
|
$822,087,000
|
$17,279,000
|
3
|
$845.00
|
|
6.875% Senior Notes
due 2020
|
165167BU0
165167BT3
USU16450AQ87
|
$302,163,000
|
$12,598,000
|
3
|
$845.00
|
|
6.125% Senior Notes
due 2021
|
165167CG0
|
$584,346,000
|
$33,973,000
|
3
|
$812.50
|
|
5.375% Senior Notes
due 2021
|
165167CK1
|
$276,171,000
|
$4,441,000
|
3
|
$767.50
|
|
4.875% Senior Notes
due 2022
|
165167CN5
|
$607,188,000
|
$173,695,000
|
3
|
$752.50
|
|
5.75% Senior Notes
due 2023
|
165167CL9
|
$384,390,000
|
$51,350,000
|
3
|
$762.50
|
|
|
|
|
|
|
|
|
(1)
|
Notes tendered have
not been accepted.
|
|
(2)
|
The Short-Dated
Tender Cap applies to the aggregate purchase price (exclusive of
accrued interest) of the 6.25% Euro-denominated Senior Notes due
2017, the 6.5% Senior Notes due 2017 and the 7.25% Senior Notes due
2018, collectively, and the New Long-Dated Tender Cap applies to
the aggregate purchase price (exclusive of accrued interest) of the
Floating Rate Senior Notes due 2019, the 6.625% Senior Notes due
2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due
2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due
2022 and the 5.75% Senior Notes due 2023, collectively. In
addition, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes
due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes
due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior
Notes due 2023, collectively, are subject to the Priority 3 Tender
Cap (as defined in the Offer to Purchase). For purposes of
determining the application of the Short-Dated Tender Cap, the
aggregate purchase price (exclusive of accrued interest) to be paid
in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will
be converted into U.S. dollars at an exchange ratio of $1.1162 to
€1.00 as of 5:00 p.m., New York City time, on August 12, 2016, as
set forth by the Bloomberg EURUSD Spot Exchange Rate.
|
|
(3)
|
Per €1,000 principal
amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000
principal amount of Notes (other than the 6.25% Euro-denominated
Senior Notes due 2017) validly tendered and accepted for purchase
in the applicable Tender Offer (exclusive of any accrued interest,
which will be paid in addition to the Tender Offer Consideration or
the Total Consideration, as applicable, to, but not including, the
applicable Settlement Date (each as defined in the Offer to
Purchase)). Subject to the $500,000,000 aggregate maximum purchase
amount, the Current Tender Caps and proration described in the
Offer to Purchase, notes validly tendered at or prior to the Early
Tender Date will be accepted for purchase before any notes validly
tendered after the Early Tender Date.
|
|
(4)
|
Includes the
applicable Early Tender Premium (as defined in the Offer to
Purchase).
|
As of the Early Tender Date, the aggregate purchase price
(exclusive of accrued interest) of Notes with Acceptance Priority
Level 2 validly tendered and subject to the New Long-Dated Tender
Cap exceeds the New Long-Dated Tender Cap. Accordingly,
unless Chesapeake further increases the New Long-Dated Tender Cap,
Notes validly tendered at or prior to the Early Tender Date with
Acceptance Priority Level 2 will be subject to proration as
described in the Offer to Purchase, no Notes with Acceptance
Priority Level 3 will be accepted and no Notes subject to the
Long-Dated Tender Cap will be accepted if tendered after the Early
Tender Date.
The Tender Offers will expire at 11:59
p.m., New York City time,
on September 12, 2016 (such date and
time with respect to a Tender Offer, as it may be extended for such
Tender Offer, the "Expiration Date"). No tenders will be valid if
submitted after the Expiration Date. The deadline for holders to
validly withdraw tenders of Notes has passed. Accordingly, Notes
that were already tendered at the Early Tender Date and any
additional Notes that are tendered at or prior to the Expiration
Date may not be withdrawn, except in certain limited circumstances
where additional withdrawal rights are required by law.
The Company also announced that, as a result of the consummation
of its secured five-year term loan in an aggregate principal amount
of $1.5 billion, the Financing
Condition (as defined in the Offer to Purchase) with respect to the
Tender Offers has been satisfied.
Goldman, Sachs & Co. is acting as the dealer manager in the
Tender Offers. Global Bondholder Services Corporation has been
retained to serve as both the depositary and the information agent
for the Tender Offers. Persons with questions regarding the Tender
Offers should contact Goldman, Sachs & Co. at (toll-free) (800)
828-3182 or (collect) (212) 902-6941. Requests for copies of the
Offer to Purchase, the related Letter of Transmittal and other
related materials should be directed to Global Bondholder Services
Corporation at (toll-free) (866) 470-4200 or (collect) (212)
430-3774.
None of Chesapeake, its board of directors, its officers, the
dealer manager, the depositary, the information agent or the
trustees with respect to the Notes, or any of their respective
affiliates, makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their Notes and, if so, the principal amount of Notes to
tender. The Tender Offers are made only by the Offer to Purchase
and related Letter of Transmittal. This press release is neither an
offer to purchase nor a solicitation of an offer to sell any notes
in the Tender Offers. The Tender Offers are not being made to
holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Tender Offers are required 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 manager or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
Headquartered in Oklahoma
City, Chesapeake Energy Corporation's (NYSE: CHK) operations
are focused on discovering and developing its large and
geographically diverse resource base of unconventional oil and
natural gas assets onshore in the United States. The company
also owns oil and natural gas marketing and natural gas gathering
and compression businesses.
This news release includes "forward-looking statements" that
give the company's current expectations or forecasts of future
events, including the timing of the settlement and amounts to be
purchased in the Tender Offers. 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 the satisfaction of conditions precedent to completing
the Tender Offers, the ability to consummate any or all of the
Tender Offers and those stated in the company's Annual Report on
Form 10-K for the year ended December 31,
2015 and its other filings with the SEC), 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.
|
INVESTOR
CONTACT:
|
MEDIA
CONTACT:
|
|
Brad Sylvester,
CFA
|
Gordon
Pennoyer
|
|
(405)
935-8870
|
(405)
935-8878
|
|
ir@chk.com
|
media@chk.com
|
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visit:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-early-results-of-cash-tender-offers-for-non-convertible-senior-notes-300318695.html
SOURCE Chesapeake Energy Corporation