OKLAHOMA CITY, Dec. 6, 2016 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE: CHK) announced today that it has
commenced cash tender offers (collectively, the "Tender Offers,"
and each offer to purchase a series of notes individually, a
"Tender Offer") to purchase the outstanding notes of Chesapeake set
forth in the table below (collectively, the "Notes").
No more than $100,000,000
aggregate purchase price, exclusive of accrued interest (the "2037
Tender Cap"), of 2.5% Contingent Convertible Senior Notes due 2017
(the "2037 Notes"), and no more than $185,000,000 aggregate purchase price, exclusive
of accrued interest (the "2038 Tender Cap" and, together with the
2017 Tender Cap, the "Tender Caps" and each individually, a "Tender
Cap"), of 2.25% Contingent Convertible Senior Notes due 2038 (the
"2038 Notes") will be purchased in the Tender Offers. The terms and
conditions of the Tender Offers are described in an Offer to
Purchase dated December 6, 2016 (the
"Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth certain terms of the Tender
Offers:
Series of
Notes
|
|
CUSIP
Number
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Tender
Cap(1)
|
|
Total
Consideration(2)
|
|
|
|
|
|
|
|
|
|
2.5% Contingent
Convertible Senior Senior Notes due 2037
|
|
165167BZ9 /
165167CA3
|
|
$114,262,000
|
|
$100,000,000
|
|
$1,005.00
|
2.25% Contingent
Convertible Senior Notes due 2038
|
|
165167CB1
|
|
$199,758,000
|
|
$185,000,000
|
|
$985.00
|
|
|
|
|
|
|
|
|
|
(1)
|
The 2037 Tender Cap
and the 2038 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 (as defined
below) to, but not including, the Settlement Date (as defined
below).
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on January 4, 2017 (such date and
time with respect to a Tender Offer, as it may be extended for such
Tender Offer, the "Expiration Date"). No tenders will be
valid if submitted after the Expiration Date. Tendered Notes
may be withdrawn from the Tender Offers at or prior to the
Expiration Date.
Subject to the terms and conditions of the Tender Offers, the
consideration for each $1,000
principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offers
will be the total consideration for the applicable series of Notes
as set forth in the table above (with respect to each series of
Notes, the "Total Consideration"). In addition to the Total
Consideration, all Holders of Notes accepted for purchase pursuant
to the Tender Offers will, on the Settlement Date, also receive
accrued and unpaid interest on those Notes from the last interest
payment date with respect to those Notes to, but not including, the
Settlement Date ("Accrued Interest").
Chesapeake will purchase any Notes that have been validly
tendered (and not validly withdrawn) at or prior to the Expiration
Date and accepted for purchase, subject to all conditions to the
Tender Offers having been either satisfied or waived by Chesapeake,
promptly following the Expiration Date (the date of such acceptance
and purchase, the "Settlement Date"), subject to the Tender Caps
and proration as described in the Offer to Purchase. The Settlement
Date is expected to occur on the second business day following the
Expiration Date, assuming the conditions to the Tender Offers have
been either satisfied or waived by Chesapeake at or prior to the
Expiration Date.
If the aggregate purchase price (exclusive of Accrued Interest)
of a series of Notes validly tendered at or prior to the Expiration
Date exceeds the applicable Tender Cap, the Notes of such series
validly tendered will be accepted for purchase on a pro rata basis,
based on the aggregate principal amount of such Notes validly
tendered.
The Tender Offers are not conditioned upon a minimum amount of
Notes of any series, or a minimum amount of Notes of all series,
being tendered. However, the Tender Offers are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Offer to Purchase. Chesapeake expects to use cash
on hand to fund its payment of the Total Consideration.
Chesapeake also announced today that it has commenced separate
tender offers to acquire up to $1.2
billion in aggregate purchase price of its outstanding 6.5%
Senior Notes due 2017, 7.25% Senior Notes due 2018, Floating Rate
Senior Notes due 2019, 6.625% Senior Notes due 2020, 6.875% Senior
Notes due 2020, 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 (the
"Concurrent Tender Offers"). Chesapeake's obligation to consummate
the Tender Offers is not subject to completion of the Concurrent
Tender Offers.
Deutsche Bank Securities Inc. 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 Deutsche Bank Securities Inc. at (toll-free)
(855) 287-1922 or (collect) (212) 250-7527. 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. Chesapeake will file a Tender Offer Statement
on Schedule TO with the Securities and Exchange Commission later
today. Chesapeake will make available to holders of the Notes,
directly or through the Depository Trust Company, documents
specifying the terms, conditions and procedures for validly
tendering and withdrawing Notes (copies of which will be attached
as exhibits to such Schedule TO). Note holders are encouraged to
read these documents carefully before deciding whether to tender
their Notes. Holders of the Notes and other interested parties may
obtain a free copy of these documents at the Securities and
Exchange Commission's website, www.sec.gov.
None of Chesapeake, its board of directors, its officers, the
dealer manager, the depositary, the information agent or the
trustee 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, including 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
|
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SOURCE Chesapeake Energy Corporation