OKLAHOMA CITY, Jan. 5, 2017 /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 $1,200,000,000 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 January 4, 2017 (such date and time, the
"Expiration Date"), Chesapeake received valid tenders totaling
approximately $554.1 million
aggregate principal amount of the Notes.
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not withdrawn on or prior to the Expiration Date: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 Accepted on Early Settlement Date
|
Tender
Caps(1)
|
Acceptance
Priority Level
|
Total
Consideration(2) (3)
|
|
|
|
|
|
|
|
|
6.5% Senior Notes due
2017
|
165167BS5
|
$222,752,000
|
$89,991,000
|
$88,977,000
|
N/A
|
1
|
$1,034.00
|
7.25% Senior Notes
due 2018
|
165167CC9
|
$349,065,000
|
$285,027,000
|
$284,987,000
|
1
|
$1,085.00
|
Floating Rate Senior
Notes due 2019
|
165167CM7
|
$504,179,000
|
$124,627,000
|
$124,577,000
|
1
|
$990.00
|
6.625% Senior Notes
due 2020
|
165167CF2
|
$806,882,000
|
$26,776,000
|
$26,605,000
|
$150,000,000
|
2
|
$1,010.00
|
6.875% Senior Notes
due 2020
|
165167BU0
165167BT3
USU16450AQ87
|
$291,047,000
|
$12,069,000
|
$11,998,000
|
2
|
$995.00
|
6.125% Senior Notes
due 2021
|
165167CG0
|
$554,348,000
|
$4,021,000
|
$3,959,000
|
$150,000,000
|
3
|
$962.50
|
5.375% Senior Notes
due 2021
|
165167CK1
|
$272,264,000
|
$2,357,000
|
$2,330,000
|
3
|
$922.50
|
4.875% Senior Notes
due 2022
|
165167CN5
|
$453,055,000
|
$1,830,000
|
$1,830,000
|
3
|
$895.00
|
8.00% Senior Secured
Second Lien Notes due 2022
|
165167CQ8
U16450AT2
|
$2,425,206,000
|
$6,253,000
|
$6,203,000
|
3
|
$1,060.00
|
5.75% Senior Notes
due 2023
|
165167CL9
|
$338,852,000
|
$1,099,000
|
$1,099,000
|
3
|
$915.00
|
|
|
|
|
|
|
|
|
|
|
(1)
A $150,000,000 Tender Cap applies to the aggregate purchase price
(exclusive of accrued interest) of the 6.625% Senior Notes due 2020
and the 6.875% Senior Notes due 2020. A separate $150,000,000
Tender Cap applies to the aggregate purchase price (exclusive of
accrued interest) of the 6.125% Senior Notes due 2021, 5.375%
Senior Notes due 2021, 4.875% Senior Notes due 2022, 8.00% Senior
Secured Second Lien Notes due 2022 and 5.75% Senior Notes due 2023,
collectively. In addition, Priority 2 Notes and Priority 3 Notes
(each as defined in the Offer to Purchase dated December 6, 2016)
are subject to the Long-Dated Tender Cap (as defined in the Offer
to Purchase).
|
(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 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 Aggregate Maximum
Purchase Amount, the 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 accepted for purchase approximately $552.6 million aggregate principal amount of
Notes that were validly tendered and not validly withdrawn as of
5:00 p.m., New York City time, on December 19, 2016 (the "Early Tender Date") for
an aggregate consideration of approximately $578.5 million, excluding accrued and unpaid
interest. The early settlement date for such notes occurred on
December 21, 2016. Chesapeake is
accepting the additional $1.5 million
aggregate principal amount of the Notes that were validly tendered
and not validly withdrawn after the Early Tender Date for aggregate
consideration of approximately $1.5
million, excluding accrued and unpaid interest. Chesapeake
expects to make payment for the Notes accepted for purchase in
same-day funds on January 6,
2017.
Deutsche Bank Securities Inc. 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 Deutsche Bank Securities Inc. at (toll-free) (855) 287-1922
or (collect) (212) 250-7527.
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.
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
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/chesapeake-energy-corporation-announces-final-results-of-cash-tender-offers-for-non-convertible-senior-notes-300386110.html
SOURCE Chesapeake Energy Corporation