OKLAHOMA CITY, Sept. 13, 2016 /PRNewswire/ -- Chesapeake Energy
Corporation (NYSE: CHK) announced today the expiration and final
results of its offers to purchase for cash (the "Tender Offers") up
to $750,000,000 aggregate purchase
price (exclusive of accrued interest) (the "Aggregate Maximum
Purchase Amount"), of the outstanding notes of Chesapeake set forth
in the table below (collectively, the "Notes"). As of 11:59 p.m., New York
City time, on September 12,
2016 (such date and time, the "Expiration Date"), Chesapeake
received valid tenders totaling approximately $790.4 million aggregate principal amount of the
Notes.
Chesapeake is accepting for purchase (i) $600.0 million aggregate principal amount of the
2.5% Contingent Convertible Senior Notes due 2037 (the "2037
Notes") validly tendered and not validly withdrawn for an
aggregate consideration of approximately $600.0 million, excluding accrued and unpaid
interest, and (ii) all of the 2.25% Contingent Convertible Senior
Notes due 2038 (the "2038 Notes") validly tendered and not validly
withdrawn for an aggregate consideration of approximately
$99.3 million, excluding accrued and
unpaid interest. Because the purchase of all of the 2037 Notes
validly tendered and not validly withdrawn results in an aggregate
purchase price that exceeds the 2037 Tender Cap, the amount of 2037
Notes purchased will be prorated as described in the Offer to
Purchase. Chesapeake expects to make payment for the Notes accepted
for purchase in same-day funds on September
14, 2016.
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount Outstanding Prior to Tender Offers
|
Aggregate
Principal Amount of Notes Tendered
|
Aggregate
Principal Amount of Notes Accepted
|
Tender
Cap(1)
|
Acceptance
Priority Level
|
Total
Consideration(2)
|
2.5% Contingent
Convertible Senior Notes due 2037
|
165167BZ9 /
165167CA3
|
$730,205,000
|
$682,438,000
|
$600,000,000
|
$600,000,000
|
1
|
$1,000.00
|
2.25% Contingent Convertible Senior Notes due
2038
|
165167CB1
|
$315,112,000
|
$107,954,000
|
$107,954,000
|
$275,000,000
|
2
|
$920.00
|
|
(1) The
$600,000,000 Tender Cap and the $275,000,000 Tender Cap apply to
the aggregate purchase price (exclusive of accrued interest) of the
2037 Notes and the 2038 Notes, respectively.
|
|
(2) Per $1,000
principal amount of Notes validly tendered and accepted for
purchase in the applicable Tender Offer (exclusive of any accrued
interest, which will be paid in addition to the Total Consideration
to, but not including, the Settlement Date (each as defined in the
Offer to Purchase dated August 15, 2016, as amended)).
|
Goldman, Sachs & Co. acted as the dealer manager in the
Tender Offers. Global Bondholder Services Corporation served 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.
From time to time after completion of the Tender Offers,
Chesapeake and its affiliates may purchase additional Notes in the
open market, in privately negotiated transactions, through
additional tender offers, exchange offers or otherwise, or
Chesapeake may redeem Notes that are able to be redeemed, pursuant
to their terms. Any future purchases, exchanges or redemptions may
be on the same terms or on terms that are more or less favorable to
holders of Notes than the terms of the Tender Offers. Any future
purchases, exchanges or redemptions by Chesapeake and its
affiliates will depend on various factors existing at that time.
There can be no assurance as to which, if any, of these
alternatives (or combinations thereof) Chesapeake and its
affiliates may choose to pursue in the future. Pursuant to
Rule 13e-4(f)(6) under the Securities Exchange Act of 1934, as
amended, neither Chesapeake nor its affiliates may purchase any
Notes other than pursuant to the Tender Offers until 10 business
days after the Expiration Date.
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 of 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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SOURCE Chesapeake Energy Corporation