OKLAHOMA CITY, Dec. 21, 2015 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) today announced the preliminary
results of its private offers to exchange (the "Exchange Offers")
new 8.00% Senior Secured Second Lien Notes due 2022 (the "Second
Lien Notes") for certain outstanding senior unsecured notes listed
in the table below (the "Existing Notes"). From the launch of the
Exchange Offers on December 2, 2015
through 5:00 p.m., New York City time, on December 18, 2015 (the "Early Tender Date"),
approximately $3.8 billion aggregate
principal amount, or approximately 41%, of Existing Notes were
validly tendered and not validly withdrawn. The following table
sets forth the approximate aggregate principal amounts of each
series of Existing Notes that were validly tendered and not validly
withdrawn on or prior to the Early Tender Date.
|
|
|
|
|
Title of
Series
|
Aggregate Principal
Amount Outstanding Prior to Exchange Offers
(in
millions)
|
Acceptance Priority
Level(1)
|
Approximate Aggregate
Principal Amount of Existing Notes
Tendered(2) (in
millions)
|
Early Tender Exchange
Consideration(3)
|
6.25%
euro-denominated senior notes
due 2017
|
$378.1(4)
|
1
|
$44.9(4)
|
$1,000.00
|
6.5% senior
notes
due 2017
|
$660.4
|
2
|
$204.5
|
$970.00
|
7.25% senior
notes
due 2018
|
$668.6
|
3
|
$129.9
|
$825.00
|
Floating rate senior
notes due 2019
|
$1,500.0
|
4
|
$389.3
|
$600.00
|
6.625% senior
notes
due 2020
|
$1,300.0
|
5
|
$475.4
|
$610.00
|
6.875% senior
notes
due 2020
|
$500.0
|
5
|
$195.7
|
$608.75
|
6.125% senior
notes
due 2021
|
$1,000.0
|
6
|
$410.6
|
$577.50
|
5.375% senior
notes
due 2021
|
$700.0
|
6
|
$413.1
|
$570.00
|
4.875% senior
notes
due 2022
|
$1,500.0
|
6
|
$856.3
|
$565.00
|
5.75% senior
notes
due 2023
|
$1,100.0
|
6
|
$713.9
|
$567.50
|
|
|
|
|
|
(1) All
Existing Notes that were tendered for exchange in an Exchange Offer
on or before the Early Tender Date will have priority over Existing
Notes that are tendered for exchange after the Early Tender Date,
even if such Existing Notes tendered after the Early Tender Date
have a higher Acceptance Priority Level than Existing Notes
tendered on or before the Early Tender Date and even if we do not
elect to have an early settlement date.
(2) Notes
tendered have not been accepted. As stated below, the Company
may elect, in its sole discretion, to settle the Exchange Offers
for any or all Existing Notes validly tendered prior to the Early
Tender Date and not validly withdrawn before the Withdrawal
Expiration Date (as defined below) at any time after the Early
Tender Date and before the Expiration Date (as defined
below).
(3)
Principal amount of Second Lien Notes issuable for each $1,000
principal amount of Existing Notes.
(4) Based
on the exchange ratio of $1.0986 to €1.00 as of 5:00 p.m., New York
City time, on December 11, 2015, as set forth by the Bloomberg
EURUSD Spot Exchange Rate.
|
|
|
|
|
|
|
The Exchange Offers will expire at 11:59
p.m., New York City time,
on December 30, 2015 (the "Expiration
Date"). The settlement date will occur promptly after the
Expiration Date, subject to all conditions to the Exchange Offers
having been satisfied or waived by the Company. The Company may
elect, in its sole discretion, to settle the Exchange Offers for
any or all Existing Notes validly tendered prior to the Early
Tender Date, and not validly withdrawn before 5:00 p.m., New York
City time, on December 15,
2015 (the "Withdrawal Expiration Date"), at any time after
the Early Tender Date and prior to the Expiration Date, subject to
all conditions to the Exchange Offers having been satisfied or
waived by the Company. The Company expects to settle the
Exchange Offers for all accepted Existing Notes validly tendered
prior to the Early Tender Date and not validly withdrawn before the
Withdrawal Expiration Date and issue approximately $2.35 billion aggregate principal amount of
Second Lien Notes on or about December 23,
2015.
Eligible Holders (as defined below) of Existing Notes accepted
for exchange in the Exchange Offers will also receive a cash
payment equal to the accrued and unpaid interest on such Existing
Notes from the applicable latest interest payment date to, but not
including, the applicable settlement date. Interest on the Second
Lien Notes will accrue from the date of first issuance of Second
Lien Notes.
As previously disclosed in the Company's Current Report on Form
8-K filed December 2, 2015, during
the term of the Exchange Offers, the Company has and may continue
to repurchase through privately negotiated transactions its
outstanding senior notes other than the Existing Notes and issue
additional Second Lien Notes in connection with such
transactions. Following the completion of the Exchange
Offers, the Company may repurchase its outstanding senior notes
through privately negotiated transactions or otherwise.
In the event that the Exchange Offers are oversubscribed, the
principal amounts of each series of Existing Notes that are
accepted will be determined in accordance with the acceptance
priority levels of such series. All Existing Notes validly tendered
prior to the Early Tender Date and not validly withdrawn prior to
the Withdrawal Expiration Date will not be subject to proration.
Notwithstanding the foregoing, all Existing Notes that were
tendered on or before the Early Tender Date will have priority over
Existing Notes that are tendered for exchange after the Early
Tender Date, even if such Existing Notes tendered after the Early
Tender Date have a higher acceptance priority level than Existing
Notes tendered on or before the Early Tender Date and even if the
Company does not elect to have an early settlement date.
The Exchange Offers are conditioned on the satisfaction or
waiver of certain customary conditions, as described in the
confidential offering memorandum. The Exchange Offers are not
conditioned upon any minimum amount of Existing Notes being
tendered. The Company may terminate, withdraw, amend or extend any
of the Exchange Offers.
The Exchange Offers will only be made, and the offering
memorandum and other documents relating to the Exchange Offers will
only be distributed to, holders who complete and return an
eligibility form confirming that they are (i) "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act of 1933, as amended ("Securities Act"), or (ii) outside
the United States and persons
other than "U.S. persons" as defined in Rule 902 under the
Securities Act (such persons, "Eligible Holders"). Holders who
desire to obtain and complete an eligibility form should either
visit the website for this purpose at
http://www.gbsc-usa.com/eligibility/Chesapeake or call Global
Bondholder Services Corporation, the Information Agent and
Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or
(212) 430-3774 (collect for banks and brokers).
The Company is making the Exchange Offers only to Eligible
Holders through, and pursuant to, the terms of the confidential
offering memorandum and related letter of transmittal, as amended
by the increased maximum exchange amount and the extended Early
Tender Date, each as described more fully in the Company's current
report on Form 8-K filed with the SEC on December 16, 2015. The Company and its affiliates
do not make any recommendation as to whether Eligible Holders
should tender or refrain from tendering their Existing Notes.
Eligible Holders must make their own decision as to whether to
tender Existing Notes and, if so, the principal amount of the
Existing Notes to tender. The Exchange Offers are not being made to
holders of Existing 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.
This press release is for informational purposes only. This
press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The securities to be offered have not been registered under the
Securities Act or any state securities laws; and unless so
registered, the securities may not be offered or sold in
the United States or to U.S.
persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws.
About Chesapeake Energy Corporation
Chesapeake Energy Corporation (NYSE:CHK) is the
second-largest producer of natural gas and the 12th 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 marketing
and compression businesses.
This news release includes "forward-looking statements" that
give Chesapeake's current expectations or forecasts of future
events, including the timing of the settlement and the size of the
Exchange Offers. Although we believe the expectations and
forecasts reflected in our forward-looking statements are
reasonable, Chesapeake 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 Exchange Offers, the ability to consummate any or all of the
Exchange Offers and those described under "Risk Factors" in Item 1A
of our annual report on Form 10-K and in our current report on Form
8-K filed on December 2, 2015
(available at http://www.chk.com/investors/sec-filings). 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-early-tender-results-300195659.html
SOURCE Chesapeake Energy Corporation