OKLAHOMA CITY, Oct. 26, 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 $550,000,000 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 October 25, 2017 (such date and time, the
"Expiration Date"), Chesapeake received valid tenders totaling
approximately $1.6 billion
aggregate principal amount of the Notes. Capitalized terms used but
not defined herein shall have the meaning ascribed to them in the
Offer to Purchase dated September 27,
2017 (the "Offer to Purchase").
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not withdrawn on or prior to the Expiration Date: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
|
Aggregate
Principal Amount Outstanding Prior to Tender Offers
|
Aggregate
Principal Amount of Notes Tendered
|
Aggregate
Principal Amount of Notes Accepted on Early Settlement
Date
|
Tender
Caps(1)
|
Acceptance
Priority Level
|
Total
Consideration(2)(3)
|
|
|
|
|
|
|
|
|
8.00% Senior Secured
Second
Lien Notes due 2022
|
165167CQ8
U16450AT2
|
$1,737,135,000
|
$1,315,249,000
|
$320,366,000
|
$350,000,000
|
1
|
$1,092.50
|
6.625% Senior Notes
due 2020
|
165167CF2
|
$572,621,000
|
$135,621,000
|
$135,572,000
|
$200,000,000
|
2
|
$1,040.00
|
6.875% Senior Notes
due 2020
|
165167BU0
165167BT3
USU16450AQ87
|
$278,978,000
|
$51,258,000
|
$51,258,000
|
2
|
$1,035.00
|
6.125% Senior Notes
due 2021
|
165167CG0
|
$550,327,000
|
$55,454,000
|
$2,795,000
|
3
|
$1,012.50
|
5.375% Senior Notes
due 2021
|
165167CK1
|
$269,907,000
|
$62,573,000
|
$3,227,000
|
3
|
$967.50
|
|
|
|
|
|
|
|
|
|
|
(1)
|
A $350,000,000 Tender
Cap applies to the aggregate purchase (exclusive of Accrued
Interest) of the 8.00% Senior Secured Second Lien Notes due
2022. A $200,000,000 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, collectively.
A Tender Cap equal to $200,000,000 less the aggregate purchase
price (exclusive of Accrued Interest) of the 6.625% Senior Notes
due 2020 and the 6.875% Senior Notes due 2020, collectively,
validly tendered and accepted for purchase, applies to the 6.125%
Senior Notes due 2021 and the 5.375% Senior Notes due 2021,
collectively.
|
(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).
|
(3)
|
Includes the
applicable Early Tender Premium.
|
Chesapeake accepted for purchase approximately $513.2 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 October 11, 2017 (the "Early Tender Date") for an
aggregate consideration of approximately $550.0 million, excluding accrued and unpaid
interest. The early settlement date for such notes occurred on
October 13, 2017. Because the
aggregate purchase price (exclusive of accrued interest) of Notes
validly tendered and not validly withdrawn as of the Early Tender
Date exceeded the Aggregate Maximum Purchase Amount, no Notes
tendered after the Early Tender Date were accepted for
purchase.
Morgan Stanley & Co. LLC 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 Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808
or (collect) (212) 761-1057.
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. Chesapeake also owns oil and natural gas marketing
and natural gas compression
businesses.
This news release includes "forward-looking statements" that
give Chesapeake's current expectations or forecasts of future
events, including the purchase of additional Notes and any
statement that is not a historical fact. 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 risks and uncertainties stated in Chesapeake's
Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the
SEC), any of which may cause actual results to differ materially
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:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com
MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com
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SOURCE Chesapeake Energy Corporation