Chesapeake Energy Corporation (NYSE:CHK) today announced the
commencement of a tender offer (the “Tender Offer”) for any and all
of its 9.50% Senior Notes due 2015 (the “Notes”).
The Tender Offer is being made pursuant to an Offer to Purchase
and a related Letter of Transmittal, each dated April 10, 2014,
which set forth a more detailed description of the terms and
conditions of the Tender Offer.
Upon the terms and subject to the conditions described in the
Offer to Purchase, the Letter of Transmittal and any amendments or
supplements to the foregoing, Chesapeake is offering to purchase
for cash any and all of the outstanding Notes.
Holders must validly tender their Notes at or prior to 5:00
p.m., New York City time, on April 23, 2014 (such date and time, as
it may be extended, the “Early Tender Date”) to be eligible to
receive the Total Consideration (as set forth in the table below),
which includes the Early Tender Premium (as set forth in the table
below). The Tender Offer will expire at 11:59 p.m., New York City
time, on May 7, 2014, unless it is extended or earlier terminated
(such date and time, as it may be extended, the “Expiration
Date”).
Notes
CUSIP/ISINNumbers
Principal AmountOutstanding
PurchasePrice(1)
Early TenderPremium(2)
TotalConsideration(1)
9.50% Senior Notes due 2015
165167CD7/US165167CD78
$1,264,697,000 $1,042.00 $30.00 $1,072.00
______________________________
(1) Per $1,000 principal amount of Notes validly tendered and
accepted for purchase in the Tender Offer, and excluding any
accrued interest, which will be paid in addition to the Total
Consideration or Purchase Price, as applicable, up to but not
including the applicable settlement date. (2) Per $1,000 principal
amount of Notes validly tendered and accepted for purchase in the
Tender Offer prior to the Early Tender Date; included in Total
Consideration.
Chesapeake’s obligation to accept for purchase and to pay for
Notes in the Tender Offer is subject to the satisfaction or waiver
of a number of conditions, including the receipt by Chesapeake, at
or prior to the early settlement date (as described below), of the
net proceeds from the issuance of not less than $3.0 billion in
principal amount of indebtedness in one or more debt financing
transactions, including debt capital markets transactions, on terms
reasonably satisfactory to Chesapeake (the “Financing Condition”).
On April 10, 2014, Chesapeake commenced an offering of $3.0 billion
of its senior notes, and such offering, if successfully completed,
will satisfy the Financing Condition. The Tender Offer is not
contingent upon the tender of any minimum principal amount of
Notes. This press release is not an offer to sell or the
solicitation of an offer to buy any securities. Offers and sales of
any securities will only be made by means of a prospectus or
offering memorandum, on the terms and subject to the conditions set
forth therein.
Holders of Notes that are validly tendered at or prior to the
Early Tender Date and accepted for purchase by Chesapeake will
receive the Total Consideration, which is equal to the Purchase
Price (as set forth in the table above) for the Notes plus the
Early Tender Premium for the Notes. Holders of Notes tendered after
the Early Tender Date but before the Expiration Date and accepted
for purchase by Chesapeake will receive the Purchase Price, but not
the Early Tender Premium.
In addition to the Purchase Price or the Total Consideration, as
the case may be, holders of Notes accepted for purchase will also
receive accrued and unpaid interest on those Notes from the last
interest payment date for the Notes to, but not including, the
applicable settlement date for the Notes.
Settlement of Notes that are validly tendered and accepted for
purchase at or prior to the Early Tender Date will promptly follow
the satisfaction or waiver of the Financing Condition and the other
conditions applicable to the Tender Offer but will in no event be
earlier than the Early Tender Date. Chesapeake currently
anticipates that such early settlement date will occur on or about
April 24, 2014 (such date being subject to change without prior
notice).
Settlement of Notes that are validly tendered and accepted for
purchase after the Early Tender Date but before the Expiration Date
will promptly follow the Expiration Date. Chesapeake currently
anticipates that such final settlement date will occur on or about
May 8, 2014 (such date being subject to change without prior
notice).
Tendered Notes may be withdrawn from the Tender Offer at or
prior to, but not after, 5:00 p.m., New York City time, on April
23, 2014 (the “Withdrawal Deadline”), unless the Withdrawal
Deadline is extended or the Tender Offer is earlier terminated.
Chesapeake expressly reserves the right, in its sole discretion,
subject to applicable law, to (1) terminate the Tender Offer prior
to the Expiration Date and not accept for purchase any Notes
subject to the Tender Offer, (2) waive any and all of the
conditions to the Tender Offer, (3) extend the Early Tender Date,
Withdrawal Deadline or Expiration Date, (4) amend the terms of the
Tender Offer or (5) change any settlement date for the Tender
Offer. Until the Expiration Date, no assurance can be given that
the Tender Offer will be completed.
Chesapeake has retained Morgan Stanley & Co. LLC and
Citigroup Global Markets Inc. as the dealer managers for the Tender
Offer. D.F. King & Co., Inc. has been retained as the tender
agent and information agent for the Tender Offer. For additional
information regarding the terms of the Tender Offer, please
contact: Morgan Stanley & Co LLC at (800) 624-1808 (U.S. toll
free) or (212) 761-1057 (collect) or Citigroup Global Markets Inc.
at (800) 558-3745 (U.S. toll free) or (212) 723-6106 (collect).
Requests for documents and questions regarding the tender of Notes
may be directed to D.F. King & Co, Inc. at the address,
telephone numbers and email address set forth below.
D.F. King & Co., Inc.48 Wall Street, 22nd
FloorNew York, NY 10005Attention: Krystal Scrudato
Banks and brokers call collect: (212)
269-5550All others call toll-free: (800) 697-6975
Email: chk@dfking.com
The Offer to Purchase and the related Letter of Transmittal are
expected to be distributed to holders of Notes beginning today.
Copies of the Offer to Purchase and the Letter of Transmittal
related to the Tender Offer may also be obtained at no charge from
D.F. King & Co., Inc.
None of Chesapeake, its board of directors, the dealer managers
or the tender agent and information agent makes any recommendation
that you tender or refrain from tendering all or any portion of the
principal amount of your Notes, and no one has been authorized by
any of them to make such a recommendation.
This announcement does not constitute an offer to purchase or a
solicitation of an offer to sell any securities. The Tender Offer
is being made solely by means of the Offer to Purchase and the
related Letter of Transmittal. In any jurisdiction where the laws
require a tender offer to be made by a licensed broker or dealer,
the Tender Offer will be deemed to be made on behalf of Chesapeake
by the dealer managers, or one or more registered brokers or
dealers under the laws of such jurisdiction.
Chesapeake Energy Corporation (NYSE:CHK) is the
second-largest producer of natural gas and the 10th 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,
compression and oilfield services 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 expected consummation of the Tender Offer and
the expected consummation of a debt financing and the use of
proceeds therefrom. 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, 2013), 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.
Chesapeake Energy CorporationInvestor Contact:Gary T. Clark,
CFA, 405-935-8870ir@chk.comorMedia Contact:Gordon Pennoyer,
405-935-8878media@chk.com
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