OKLAHOMA CITY and HOUSTON, Jan. 31,
2019 /PRNewswire/ -- Chesapeake Energy Corporation
(NYSE:CHK) and WildHorse Resource Development Corporation
(NYSE:WRD) jointly announced today the preliminary results of the
elections made by holders of shares of WildHorse's common stock
regarding the form of merger consideration to be received in
connection with Chesapeake's pending acquisition of WildHorse.
As announced on October 30, 2018,
Chesapeake and WildHorse entered into a definitive merger agreement
under which Chesapeake would acquire WildHorse. At the election of
each WildHorse common stockholder, the consideration would consist
of either 5.989 shares of Chesapeake common stock (the "share
consideration") or a combination of 5.336 shares of Chesapeake
common stock and $3.00 in cash (the
"mixed consideration"), in exchange for each share of WildHorse
common stock. The transaction is expected to close on or about
February 1, 2019. The deadline for
holders of shares of WildHorse's common stock to elect the form of
consideration to be received in connection with the transaction was
5:00 p.m. Eastern Time, on
January 30, 2019 (the "Election
Deadline").
As of January 30, 2019, there were
approximately 134,195,914 shares of WildHorse common
stock outstanding, including the WildHorse preferred stock on
an as-converted basis. Based on available information as of the
Election Deadline, the preliminary merger consideration election
results are as follows:
- Holders of approximately 5.3% of the outstanding shares of
WildHorse common stock, or 7,173,387 WildHorse shares, elected
to receive the share consideration. Pursuant to the definitive
merger agreement, this amount includes holders of WildHorse's
common stock who failed to make an election and are deemed to have
elected to receive the share consideration.
- Holders of approximately 94.7% of the outstanding shares of
WildHorse common stock, or 127,022,527 WildHorse shares, elected to
receive mixed consideration.
In connection with Chesapeake's pending acquisition of
WildHorse, certain WildHorse stockholders including investment
funds managed by NGP Energy Capital Management, LLC and an
affiliate of Carlyle Group Management LLC, entered into voting and
support agreements. The WildHorse stockholders who entered into
voting and support agreements irrevocably elected to receive the
mixed consideration with respect to their WildHorse common stock,
including the WildHorse common stock into which WildHorse preferred
stock is convertible.
After the final results of the election process are determined,
the final merger consideration will be calculated in accordance
with the terms of the merger agreement. No fractional shares of
Chesapeake common stock will be issued in the merger, and WildHorse
stockholders will receive cash in lieu of any fractional shares of
Chesapeake common stock.
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.
WildHorse Resource Development Corporation is an independent oil
and natural gas company focused on the acquisition, exploration,
development and production of oil, natural gas and NGL properties
primarily in the Eagle Ford Shale and Austin
Chalk in East Texas.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain certain forward-looking
statements within the meaning of federal securities law, including
the expected transaction completion date. Such statements are
subject to numerous assumptions, risks, and uncertainties.
Statements that do not describe historical or current facts,
including statements about beliefs and expectations, are
forward-looking statements. Forward-looking statements may be
identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could,
or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements: the
possibility that the proposed transaction does not close when
expected or at all because required regulatory, shareholder or
other approvals are not received or other conditions to the closing
are not satisfied on a timely basis or at all; the risk that
regulatory approvals required for the proposed merger are not
obtained or are obtained subject to conditions that are not
anticipated; potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the transaction; uncertainties as to
the timing of the transaction; competitive responses to the
transaction; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the two companies; the possibility that the
transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management's attention from ongoing business operations and
opportunities; the ability of Chesapeake to complete the
acquisition and integration of WildHorse successfully; litigation
relating to the transaction; and other factors that may affect
future results of WildHorse and Chesapeake.
Additional factors that could cause results to differ materially
from those described above can be found in WildHorse's Annual
Report on Form 10-K for the year ended December 31,
2017 and in its subsequent Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2018, June 30, 2018 and
September 30, 2018, each of which is
on file with the SEC and available in the "Investor Relations"
section of WildHorse's website, http://www.wildhorserd.com/,
under the subsection "SEC Filings" and in other documents WildHorse
files with the SEC, and in Chesapeake's Annual Report on Form 10-K
for the year ended December 31, 2017 and in its subsequent
Quarterly Reports on Form 10-Q for the quarters ended March
31, 2018, June 30, 2018 and September
30, 2018, each of which is on file with the SEC and
available in the "Investors" section of Chesapeake's
website, https://www.chk.com/, under the heading "SEC Filings"
and in other documents Chesapeake files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither WildHorse nor Chesapeake assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Important Additional Information
This communication relates to a proposed business combination
transaction (the "Transaction") between WildHorse Resource
Development Corporation ("WildHorse") and Chesapeake Energy
Corporation ("Chesapeake"). This communication is for informational
purposes only and does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, in any jurisdiction, pursuant to the
Transaction or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document
in any jurisdiction in contravention of applicable law.
In connection with the Transaction, Chesapeake has filed with
the SEC a registration statement on Form S-4 that includes a joint
proxy statement of Chesapeake and WildHorse and a prospectus of
Chesapeake, as well as other relevant documents concerning the
Transaction. The registration statement was declared effective by
the SEC on December 21, 2018 and
WildHorse and Chesapeake commenced mailing the definitive joint
proxy statement/prospectus to WildHorse's stockholders and
Chesapeake's shareholders, respectively, for their consideration on
or about December 28, 2018.
STOCKHOLDERS OF WILDHORSE AND SHAREHOLDERS OF CHESAPEAKE ARE URGED
TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS REGARDING
THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain a free copy of the registration statement and the
joint proxy statement/prospectus, as well as other filings
containing information about WildHorse and Chesapeake, without
charge, at the SEC's website (http://www.sec.gov). Copies of the
documents filed with the SEC can be obtained, without charge, by
directing a request to Investor Relations, WildHorse, P.O. Box
79588, Houston, Texas 77279, Tel.
No. (713) 255-9327 or to Investor Relations, Chesapeake,
6100 North Western Avenue, Oklahoma City,
Oklahoma, 73118, Tel. No. (405) 848-8000.
Participants in the Solicitation
WildHorse, Chesapeake and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the Transaction.
Information regarding WildHorse's directors and executive officers
is available in its definitive proxy statement, which was filed
with the SEC on April 2, 2018, and
certain of its Current Reports on Form 8-K. Information regarding
Chesapeake's directors and executive officers is available in its
definitive proxy statement, which was filed with the SEC on
April 6, 2018, and certain of its
Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive joint proxy statement/prospectus and
other relevant materials filed with the SEC. Free copies of this
document may be obtained as described in the preceding
paragraph.
CHK INVESTOR
CONTACT:
Brad Sylvester,
CFA
405-935-8870
ir@chk.com
|
CHK MEDIA
CONTACT:
Gordon
Pennoyer
405-935-8878
media@chk.com
|
CHESAPEAKE ENERGY
CORPORATION
6100 North Western
Avenue
P.O. Box
18496
Oklahoma City, OK
73154
|
|
|
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WRD INVESTOR
CONTACTS:
|
|
WILDHORSE RESOURCE
DEVELOPMENT
|
Pearce Hammond,
CFA
713-255-7094
|
Vedran Vuk
713-255-6962
|
9805 Katy Freeway,
Suite 400
Houston, TX
77024
|
phammond@wildhorserd.com
|
vvuk@wildhorserd.com
|
|
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SOURCE Chesapeake Energy Corporation