OKLAHOMA CITY, Sept. 13, 2016 /PRNewswire/ -- Chesapeake Energy
Corporation (NYSE: CHK) announced today that, with respect to its
pending cash tender offers (the "Tender Offers") for the
outstanding notes of Chesapeake set forth in the table below
(collectively, the "Notes"), it has (1) increased the aggregate
purchase price offered for the Notes in the Tender Offers,
exclusive of accrued interest, from up to $500,000,000 aggregate purchase price to up to
$800,000,000 (the "New Aggregate
Maximum Purchase Amount"), (2) increased the tender cap for Notes
maturing during and after 2019 from $325,000,000 aggregate purchase price, exclusive
of accrued interest, to $610,000,000
(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"), (3) extended the expiration date of the Tender
Offers from 11:59 p.m., New York City time, on September 12, 2016 (the "Original Expiration
Date") to 11:59 p.m., New York City time, on September 26, 2016 (such date and time with
respect to a Tender Offer, as it may be further extended for such
Tender Offer, the "New Expiration Date"), and (4) elected to have
an early settlement date of September 14,
2016 for Notes tendered prior to 5:00
p.m., New York City time,
on August 25, 2016 (the "Early Tender
Date"). 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 (as amended, the "Offer to Purchase"), the related
Letter of Transmittal and Chesapeake's press release dated
August 26, 2016.
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not withdrawn on or prior to the Original Expiration
Date:
Series of
Notes
|
|
CUSIP Number/
ISIN
|
|
Aggregate
Principal
Amount
Outstanding
Prior to
Tender Offers
|
|
Approximate
Aggregate
Principal
Amount of
Notes Tendered
|
|
Aggregate
Principal
Amount to be
Accepted on
Early
Settlement Date
|
|
Current Tender
Caps(1)
|
|
Acceptance
Priority
Level
|
|
Total
Consideration(2)
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.25%
Euro-denominated Senior Notes due 2017
|
|
XS0273933902
|
|
€302,108,000
|
|
€36,208,000
|
|
€35,958,000
|
|
$400,000,000
|
|
1
|
|
€1,000.00
|
6.5% Senior Notes due
2017
|
|
165167BS5
|
|
$315,126,000
|
|
$82,643,000
|
|
$82,374,000
|
|
|
1
|
|
$1,000.00
|
7.25% Senior Notes
due 2018
|
|
165167CC9
|
|
$531,138,000
|
|
$71,207,000
|
|
$70,968,000
|
|
|
1
|
|
$995.00
|
Floating Rate Senior
Notes due 2019
|
|
165167CM7
|
|
$948,501,000
|
|
$444,417,000
|
|
$444,322,000
|
|
$610,000,000
|
|
2
|
|
$915.00
|
6.625% Senior Notes
due 2020
|
|
165167CF2
|
|
$822,087,000
|
|
$17,514,000
|
|
$15,205,000
|
|
|
3
|
|
$845.00
|
6.875% Senior Notes
due 2020
|
|
165167BU0
165167BT3
USU16450AQ87
|
|
$302,163,000
|
|
$12,824,000
|
|
$11,116,000
|
|
|
3
|
|
$845.00
|
6.125% Senior Notes
due 2021
|
|
165167CG0
|
|
$584,346,000
|
|
$34,230,000
|
|
$29,998,000
|
|
|
3
|
|
$812.50
|
5.375% Senior Notes
due 2021
|
|
165167CK1
|
|
$276,171,000
|
|
$4,571,000
|
|
$3,907,000
|
|
|
3
|
|
$767.50
|
4.875% Senior Notes
due 2022
|
|
165167CN5
|
|
$607,188,000
|
|
$173,845,000
|
|
$154,133,000
|
|
|
3
|
|
$752.50
|
5.75% Senior Notes
due 2023
|
|
165167CL9
|
|
$384,390,000
|
|
$51,350,000
|
|
$45,538,000
|
|
|
3
|
|
$762.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
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.
|
|
|
|
(2)
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 $800,000,000 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.
|
|
|
|
(3)
Includes the
applicable Early Tender Premium (as defined in the Offer to
Purchase).
|
Chesapeake is accepting for purchase approximately $897.7 million aggregate principal amount of
Notes that were validly tendered and not validly withdrawn as of
the Early Tender Date for an aggregate consideration of
approximately $800.0 million,
excluding accrued and unpaid interest. Because the aggregate
purchase price (exclusive of accrued interest) of Notes validly
tendered at or prior to the Early Tender Date exceeds the New
Aggregate Maximum Purchase Amount, Notes validly tendered at or
prior to the Early Tender Date with Acceptance Priority Level 3
will be prorated as described in the Offer to Purchase.
Accordingly, no Notes tendered after the Early Tender Date will be
accepted.
No tenders will be valid if submitted after the
New Expiration Date. The deadline for holders to validly
withdraw tenders of Notes has passed. Accordingly, Notes that
were already tendered at the Original Expiration Date and any
additional Notes that are tendered at or prior to the New
Expiration Date may not be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by
law.
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:
|
|
CHESAPEAKE ENERGY
CORPORATION
|
|
|
|
|
|
Brad Sylvester,
CFA
|
|
Gordon
Pennoyer
|
|
6100 North Western
Avenue
|
(405)
935-8870
|
|
(405)
935-8878
|
|
P.O. Box
18496
|
ir@chk.com
|
|
media@chk.com
|
|
Oklahoma City, OK
73154
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-extension-of-expiration-date-and-increase-in-size-of-cash-tender-offers-for-non-convertible-senior-notes-300326737.html
SOURCE Chesapeake Energy Corporation