UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
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BRONCO DRILLING COMPANY, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Classes of Securities)
(Cusip
Number of Class of Securities)
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Jennifer M. Grigsby
Senior Vice President, Treasurer and
Corporate Secretary
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Telephone: (405)
848-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copy to:
David A. Katz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
Chesapeake Energy Corporation
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see
instructions)
OO (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
14,520,746* (See Items 4 and 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
14,520,746* (See Items 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
14,520,746*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
42.4%* (See Items 4 and
5)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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*
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As of the date hereof, includes the following shares subject to the Tender Support Agreements (as defined below): 4,879,976 Shares (as defined below) over which Third
Avenue Management LLC had sole voting and dispositive power on behalf of its investment advisory clients, 4,200,000 Shares beneficially owned by Inmobiliaria Carso, S.A. de C.V. and up to 5,440,770 Shares issuable upon the exercise of the Warrant
(as defined below) issued pursuant to the Warrant Agreement (as defined below). Percentage ownership is calculated based on (i) 28,800,059 Shares outstanding, and (ii) 1,554,360 Shares issuable upon partial exercise of the Warrant, representing the
maximum number of Shares issuable upon exercise of the Warrant as of the date hereof, in each case, as represented by Bronco in the Merger Agreement (as defined below), as of April 14, 2011.
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- 2 -
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1
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NAME OF REPORTING PERSON
Chesapeake Operating, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see
instructions)
OO (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
14,520,746* (See Items 4 and 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
14,520,746* (See Items 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
14,520,746*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
42.4% (See Items 4 and
5)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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*
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As of the date hereof, includes the following shares subject to the Tender Support Agreements (as defined below): 4,879,976 Shares (as defined below) over which Third
Avenue Management LLC had sole voting and dispositive power on behalf of its investment advisory clients, 4,200,000 Shares beneficially owned by Inmobiliaria Carso, S.A. de C.V. and up to 5,440,770 Shares issuable upon the exercise of the Warrant
(as defined below) issued pursuant to the Warrant Agreement (as defined below). Percentage ownership is calculated based on (i) 28,800,059 Shares outstanding, and (ii) 1,554,360 Shares issuable upon partial exercise of the Warrant, representing the
maximum number of Shares issuable upon exercise of the Warrant as of the date hereof, in each case, as represented by Bronco in the Merger Agreement, as of April 14, 2011.
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1
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NAME OF REPORTING PERSON
Nomac Drilling, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see
instructions)
OO (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Oklahoma
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
14,520,746* (See Items 4 and 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
14,520,746* (See Items 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
14,520,746*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
42.4% (See Items 4 and
5)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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*
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As of the date hereof, includes the following shares subject to the Tender Support Agreements (as defined below): 4,879,976 Shares (as defined below) over which Third
Avenue Management LLC had sole voting and dispositive power on behalf of its investment advisory clients, 4,200,000 Shares beneficially owned by Inmobiliaria Carso, S.A. de C.V. and up to 5,440,770 Shares issuable upon the exercise of the Warrant
(as defined below) issued pursuant to the Warrant Agreement (as defined below). Percentage ownership is calculated based on (i) 28,800,059 Shares outstanding, and (ii) 1,554,360 Shares issuable upon partial exercise of the Warrant, representing the
maximum number of Shares issuable upon exercise of the Warrant as of the date hereof, in each case, as represented by Bronco in the Merger Agreement, as of April 14, 2011.
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1
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NAME OF REPORTING PERSON
Nomac Acquisition, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see
instructions)
OO (See Item
3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
14,520,746* (See Items 4 and 5)
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
14,520,746* (See Items 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
14,520,746*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
42.4%* (See Items 4 and
5)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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*
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As of the date hereof, includes the following shares subject to the Tender Support Agreements (as defined below): 4,879,976 Shares (as defined below) over which Third
Avenue Management LLC had sole voting and dispositive power on behalf of its investment advisory clients, 4,200,000 Shares beneficially owned by Inmobiliaria Carso, S.A. de C.V. and up to 5,440,770 Shares issuable upon the exercise of the Warrant
(as defined below) issued pursuant to the Warrant Agreement (as defined below). Percentage ownership is calculated based on (i) 28,800,059 Shares outstanding, and (ii) 1,554,360 Shares issuable upon partial exercise of the Warrant, representing the
maximum number of Shares issuable upon exercise of the Warrant as of the date hereof, in each case, as represented by Bronco in the Merger Agreement, as of April 14, 2011.
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Item 1.
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Security and Issuer
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This
statement on Schedule 13D (this
Schedule 13D
) relates to the Common Stock, par value $0.01 per share, of Bronco Drilling Company, Inc., a Delaware corporation (
Bronco
), and is being filed pursuant to Rule 13d-1
under the Securities Exchange Act of 1934 (the
Exchange Act
). The principal executive offices of Bronco are located at 16217 North May Avenue, Edmond, OK 73013.
Item 2.
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Identity and Background
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This Schedule 13D is being filed jointly on behalf of Chesapeake Energy Corporation, an Oklahoma corporation
(
Chesapeake
), Chesapeake Operating, Inc., an Oklahoma corporation (
Operating
), Nomac Drilling, L.L.C., an Oklahoma limited liability company (
Nomac Drilling
) and Nomac Acquisition, Inc., a
Delaware corporation (
Nomac
) (Chesapeake, Operating, Nomac Drilling and Nomac, collectively, the
Reporting Persons
). The address of the principal business and principal office of each of the Reporting Persons is
6100 North Western Avenue, Oklahoma City, OK 73118. The telephone number of each of the Reporting Persons is (405) 848-8000.
Chesapeake is a producer of natural gas and a producer of oil and natural gas liquids in the United States. Operating is a direct wholly owned subsidiary of Chesapeake, and is the operator of oil and gas
properties owned by other Chesapeake entities. Nomac Drilling is a direct wholly owned subsidiary of Operating, and is the fifth largest drilling rig contractor in the United States. Nomac is a direct wholly owned subsidiary of Nomac Drilling, and
was recently incorporated for the purpose of acquiring all of the issued and outstanding shares of the common stock, par value $0.01 per share, of Bronco (the
Shares
) and consummating the transactions contemplated by the Merger
Agreement (defined below in Item 4) and, to date, has engaged and is expected to engage in no other activities other than those incidental to the Offer (defined below in Item 4), the Merger (defined below in Item 4) and the Merger
Agreement. Until immediately prior to the time Nomac purchases Shares pursuant to the Offer, it is not anticipated that Nomac will have any significant assets or liabilities.
The name, business address, present principal occupation or employment and citizenship of each executive officer and director and each controlling person of Chesapeake, Operating, Nomac Drilling and
Nomac, and each executive officer and director of any corporation or other person ultimately in control of Chesapeake, Operating, Nomac Drilling and Nomac, are set forth on Annex A attached hereto.
During the last five years, none of Chesapeake, Operating, Nomac Drilling or Nomac, and to the best knowledge of each of Chesapeake,
Operating, Nomac Drilling and Nomac, none of the persons on Annex A, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
The Reporting Persons have entered into a Joint Filing Agreement,
dated April 25, 2011, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.
Item 3.
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Source and Amount of Funds or Other Consideration
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Pursuant to, and subject to the terms and conditions contained in, the Tender Support Agreements described in Item 4 of this statement, the Reporting Persons may be deemed to have acquired beneficial
ownership of the Subject Shares (as defined below) by virtue of the execution of the Tender Support Agreements (as defined in Item 4 below) by Chesapeake, Nomac and certain stockholders of Bronco. As a result of Nomac being its indirect and
direct wholly owned subsidiary, respectively, each of Operating and Nomac Drilling may be deemed to share beneficial ownership of the Subject Shares that Nomac may be deemed to beneficially own. No payments were made by or on behalf of the Reporting
Persons in connection with the execution of the Merger Agreement (as defined in Item 4 below) or the execution of the Tender Support Agreements. It is currently anticipated that Chesapeake or Nomac will finance the acquisition of Shares in the
Offer (as defined below in Item 4) with Chesapeakes cash on hand, and/or revolving credit facility.
Item 4.
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Purpose of the Transaction
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On April 14, 2011, Chesapeake and Nomac entered into an Agreement and Plan of Merger (the
Merger Agreement
) with
Bronco. Under the Merger Agreement, among other things, Nomac will commence a tender offer (the
Offer
) to purchase all of the Shares, at a price per Share of $11.00 in cash, without interest (the
Offer Price
).
Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Nomac will be merged with and into Bronco (the
Merger
), and Bronco will survive the Merger as an indirect wholly owned
subsidiary of Chesapeake (the
Surviving Corporation
). The Merger Agreement
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provides that the Merger may be consummated regardless of whether the Offer is completed, but if the Offer is not completed, the Merger will only be able to be consummated after the stockholders
of Bronco have adopted the Merger Agreement at a meeting of stockholders.
At the effective time of the Merger (the
Effective Time
), each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by Bronco, Chesapeake or Nomac or their respective wholly owned subsidiaries, or by stockholders who have validly
exercised their appraisal rights under Delaware law) will be converted automatically into the right to receive the Offer Price (the
Merger Consideration
). In addition, each Share that is restricted and is outstanding immediately
prior to the Effective Time will vest in full and become non-forfeitable immediately prior to the Effective Time and will be cancelled at the Effective Time and converted into the right to receive the Merger Consideration.
Under the Merger Agreement, and upon the terms and conditions contained therein, Nomac is obligated to commence the Offer as promptly as
reasonably practicable after April 14, 2011, the date of the Merger Agreement. The Offer will remain open for at least 20 business days, which period may be extended under certain circumstances described in the Merger Agreement. Nomacs
obligation to accept for payment and pay for any Shares tendered in the Offer is subject to certain conditions, including (i) there having been validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares
that represents at least a majority of the total number of Shares outstanding on a fully diluted basis, (ii) the waiting period (and any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder having been expired or terminated prior to the Expiration Date, (iii) the absence of any material adverse effect with respect to Bronco and (iv) certain other customary
conditions. The Offer is not subject to a financing condition.
The Merger Agreement also provides that if Nomac purchases
Shares pursuant to the Offer, or if the Effective Time occurs, then the warrant (the
Warrant
) related to the Warrant Agreement, dated September 18, 2009 (the
Warrant Agreement
), between Bronco and Banco
Inbursa S.A., Institución de Banca Multiple, Grupo Financiero Imbursa (to the extent it is unexercised and outstanding as of immediately prior to the Conversion Time (as defined below)),will terminate and the holder will receive an amount in
cash equal to the product of (1) the number of Shares that were purchasable upon exercise of the warrant as of the Conversion Time (determined without regard to any limitations set forth in the Warrant as to the exercisability thereof) and
(2) the Offer Price less the exercise price of the warrant as in effect as of the Conversion Time. The
Conversion Time
means the earliest to occur of (a) the Effective Time, (b) 20 business days after the expiration
date of the Offer or, if there is a subsequent offering period following the expiration date of the Offer, the expiration of the last subsequent offering period and (3) September 1, 2011.
Bronco granted to Nomac under the Merger Agreement an irrevocable option (the
Top-Up Option
), exercisable after the
consummation of the Offer and prior to the Effective Time, to purchase at a price per Share equal to the Offer Price up to that number of newly issued Shares (the
Top-Up Shares
) from Bronco at a per Share purchase price equal to
the Offer Price that, when added to the number of Shares owned by Chesapeake and Nomac at the time of exercise of the Top-Up Option, constitutes one share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares on
a fully diluted basis. If Chesapeake and Nomac shall acquire, together with the Shares held by Chesapeake, Nomac and any other subsidiary of Chesapeake, at least 90% of the outstanding Shares, they will complete the Merger through the short
form procedures available under Section 253 of the DGCL.
The Merger Agreement also provides that, upon payment for
Shares representing at least a majority of the total number of outstanding shares of Broncos common stock on a fully diluted basis, Nomac will be entitled to designate a number of directors to the board of directors of Bronco (the
Bronco Board
) in proportion with the percentage of the Shares it owns following the Offer. Between such time and the Effective Time, the Bronco Board will have at least two directors who are directors of Bronco on the date of the
Merger Agreement and who are independent directors for purposes of the continued listing requirements of the Nasdaq Global Select Market.
Chesapeake, Nomac and Bronco have made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including covenants regarding operation of the business
of Bronco and its subsidiaries prior to the closing. In addition, Bronco has made certain covenants restricting Bronco from soliciting, or providing information or entering into discussions concerning, proposals relating to alternative business
combination transactions. However, Bronco may take certain specified actions in response to an unsolicited proposal that the Bronco Board reasonably determines in good faith is, or could reasonably be expected to lead to, a proposal superior to the
transactions contemplated in the Merger Agreement, if failure to take such actions would be reasonably expected to result in a breach of the Bronco Boards fiduciary duties and other specified conditions are met. In such circumstances, and
subject to certain obligations to notify Chesapeake and to other rights granted to Chesapeake, including the right to require Bronco to engage in good faith negotiations for an amendment to the Merger Agreement, the Bronco Board may cause Bronco to
terminate the Merger Agreement in response to such superior proposal. Upon termination of the Merger Agreement in such circumstances or other specified circumstances, Bronco will be required to pay Chesapeake a termination fee of $13 million
plus expenses of up to $1.5 million. Moreover, if Chesapeake terminates the Merger Agreement as a result of a breach of Broncos representations or warranties or Broncos failure to perform in any material respect under the Merger
Agreement, which causes a failure of the
- 7 -
Offer conditions and which is not cured, or if the Offer expires or terminates without Chesapeake or Nomac having accepted for purchase any Shares (other than due to a breach of the Merger
Agreement by the terminating party), then Bronco is required to pay Chesapeakes reasonable out of pocket fees and expenses up to $1.5 million.
The Merger Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of such
agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be
inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in, Bronco. Broncos stockholders and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or conditions of Bronco, Chesapeake, Nomac or any of their respective subsidiaries or affiliates.
In connection with the execution and delivery of the Merger Agreement, Chesapeake and Nomac entered into tender support agreements, dated as of April 14, 2011 (the
Tender Support
Agreements
), with Third Avenue Management LLC (
Third Avenue
), on behalf of its investment advisory clients, and with Inmobiliaria Carso, S.A. de C.V. and Carso Infraestructura y Construcción, S.A.B. de C.V
(collectively with Third Avenue, the
Supporting Stockholders
). Pursuant to the Tender Support Agreements, the Supporting Stockholders agreed, subject to certain limited specified exceptions, to tender, and not withdraw, all
outstanding Shares beneficially owned by them (or, in the case of Third Avenue, beneficially owned by its investment advisory clients), or acquired by them (or, in the case of Third Avenue, acquired by its investment advisory clients) (including
upon exercise of the Warrant) after such date (collectively, the
Subject Shares
). In addition, such stockholders have agreed, subject to certain exceptions, to vote the Subject Shares in favor of the Merger and to refrain from
disposing of the Subject Shares and soliciting alternative acquisition proposals to the Merger. The Tender Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement.
As of April 14, 2011, the Subject Shares included 4,879,976 Shares over which Third Avenue had sole voting and dispositive power on
behalf of its investment advisory clients, 4,200,000 Shares beneficially owned by Inmobiliaria Carso, S.A. de C.V. and Shares issuable upon the exercise of the Warrant, which represents the right, subject to the terms and conditions set forth
therein, to purchase up to 5,440,770 Shares. The Reporting Persons may be deemed to have acquired shared voting and disposition power with respect to the Subject Shares by reason of the execution and delivery of the Tender Support Agreements by
Chesapeake and Nomac. As a result of Nomac being its direct and indirect wholly owned subsidiary, respectively, each of Operating and Nomac Drilling may be deemed to share beneficial ownership of the Subject Shares that Nomac may be deemed to
beneficially own.
The foregoing descriptions of the Merger Agreement and Tender Support Agreements do not purport to be
complete and are qualified in their entirety by reference to such agreements. The Merger Agreement and Tender Support Agreements are referenced herein as Exhibits 2, 3 and 4, respectively, and are incorporated by reference into this Item 4.
The purpose of the transactions described above is for Chesapeake, through Nomac, to acquire control of, and the entire
equity interest in, Bronco. Chesapeake required that the Supporting Stockholders agree to enter into the Stockholder Support Agreements to induce Chesapeake and Nomac to enter into the Merger Agreement and to consummate the transactions contemplated
by the Merger Agreement, including the Offer and the Merger. Upon consummation of the Merger, Bronco will become a wholly owned subsidiary of Chesapeake, the Shares will cease to be freely traded or listed, Bronco common stock will be de-registered
under the Securities Exchange Act of 1934, as amended, and Chesapeake will control the board of directors of Bronco and will make such other changes in the charter, bylaws, capitalization, management and business of Bronco as set forth in the Merger
Agreement and/or as may be appropriate in its judgment (subject to certain limitations).
Except as set forth or incorporated
by reference in this Schedule 13D, Chesapeake, Operating, Nomac Drilling and Nomac do not have any current plans or proposals that relate to or would result in (i) the acquisition by any person of additional Shares or the disposition of Shares;
(ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Bronco or any of its subsidiaries; (iii) a sale or transfer of any material amount of assets of Bronco or any of its subsidiaries;
(iv) any change in the present board of directors or management of Bronco, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present
capitalization or dividend policy of Bronco; (vi) any other material change in Broncos business or corporate structure; (vii) any change in Broncos certificate of incorporation or bylaws, or instruments corresponding thereto,
or other actions that may impede the acquisition of control of Bronco by any person; (viii) causing a class of securities of Bronco to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter dealer
quotation system of a registered national securities association; (ix) a class of equity securities of Bronco becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act or (x) any action similar
to any of those enumerated above.
- 8 -
Item 5.
|
Interest in Securities of the Issuer
|
(a)
As a result of the Tender Support Agreements, as of April 14, 2011, the Reporting Persons may be deemed, for purposes of Rule 13d-3 under the Exchange Act (
Rule 13d-3
),
to share with the Supporting Shareholders the power to vote or direct the voting or disposition of the 14,520,746 Subject Shares (including the Shares issuable upon exercise of the Warrant), and thus, for the purpose of Rule 13d-3, the Reporting
Persons may be deemed to be the beneficial owners of an aggregate of 14,520,746 Shares (including the Shares issuable upon exercise of the Warrant), which constitutes approximately 42.4% of the Shares (as represented by Bronco in the Merger
Agreement and including the Shares issuable upon exercise of the Warrant). Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto
beneficially owns any Shares. The Reporting Persons hereby disclaim that they constitute a group (within the meaning of Section 13(d)(3) of the Exchange Act) with the Supporting Stockholders and hereby disclaim beneficial ownership
of any Shares beneficially owned by the Supporting Stockholders or any of their affiliates including, without limitation, the Subject Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission
by the Reporting Persons that it is the beneficial owner of any Shares, and the Reporting Persons expressly disclaim all beneficial ownership of such Shares.
See the foregoing descriptions of the Merger Agreement and Tender Support Agreements set forth in Item 4, which are incorporated herein by reference. The Merger Agreement and Tender Support
Agreements are referenced herein as Exhibits 2, 3 and 4, respectively, and are incorporated by reference into this Item 4.
(b)
Except to the extent that it may be deemed to by virtue of the Tender Support Agreements, none of the Reporting Persons, and
to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto, have sole power to vote or direct the vote, shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition of
any of the Shares.
The Reporting Persons may be deemed in certain circumstances to have the shared power with the Supporting
Stockholders to vote the 14,520,746 Subject Shares (including the Shares issuable upon exercise of the Warrant). However, the Reporting Persons (i) are not entitled to any rights as a stockholder of Bronco as to the Subject Shares, except as
otherwise expressly provided in the Tender Support Agreements, and (ii) disclaim any beneficial ownership of any of the Subject Shares.
The Reporting Persons hereby disclaim that they constitute a group (within the meaning of Section 13(d)(3) of the Exchange Act) with the Supporting Stockholders and hereby disclaim
beneficial ownership of any Shares beneficially owned by the Supporting Stockholders or any of their affiliates including, without limitation, the Subject Shares.
(c)
Except for the Merger Agreement and the Tender Support Agreements described above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named
in Annex A hereto, has effected any transactions in the Shares during the past 60 days.
(d)
Except for the Merger
Agreement and the Tender Support Agreements described above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities of Bronco reported herein.
(e)
Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by
reference. Other than the Merger Agreement and the Tender Support Agreements described above, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between
any of the Reporting Persons or any person listed on Annex A hereto, and any person with respect to the securities of Bronco, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
Item 7.
|
Material To Be Filed as Exhibits
|
|
|
|
Exhibit 1
|
|
Joint Filing Agreement, dated as of April 25, 2011, by and among Chesapeake Energy Corporation, Chesapeake Operating, Inc., Nomac Drilling, L.L.C. and Nomac Acquisition,
Inc.
|
- 9 -
|
|
|
Exhibit 2
|
|
Agreement and Plan of Merger, dated as of April 14, 2011, among Chesapeake Energy Corporation, Nomac Acquisition, Inc. and Bronco Drilling Company, Inc.
|
|
|
Exhibit 3
|
|
Tender Support Agreement, dated as of April 14, 2011, by and among Chesapeake Energy Corporation, Nomac Acquisition, Inc., Inmobiliaria Carso, S.A. de C.V. and Carso Infraestructura
y Construcción, S.A.B. de C.V.
|
|
|
Exhibit 4
|
|
Tender Support Agreement, dated as of April 14, 2011, by and among Chesapeake Energy Corporation, Nomac Acquisition, Inc. and Third Avenue Management LLC.
|
- 10 -
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 25, 2011
|
|
|
CHESAPEAKE ENERGY CORPORATION.
|
|
|
By:
|
|
/s/ Domenic J. DellOsso, Jr.
|
Name:
|
|
Domenic J. DellOsso, Jr.
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
|
CHESAPEAKE OPERATING, INC.
|
|
|
By:
|
|
/s/ Domenic J. DellOsso, Jr.
|
Name:
|
|
Domenic J. DellOsso, Jr.
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
|
NOMAC DRILLING, L.L.C.
|
|
|
By:
|
|
/s/ Domenic J. DellOsso, Jr.
|
Name:
|
|
Domenic J. DellOsso, Jr.
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
|
NOMAC ACQUISITION, INC.
|
|
|
By:
|
|
/s/ Domenic J. DellOsso, Jr.
|
Name:
|
|
Domenic J. DellOsso, Jr.
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
Annex A
Chesapeake Energy Corporation
Set forth below are the name and present
principal occupation of each director and executive officer of Chesapeake Energy Corporation as of April 14, 2011. The business address of Chesapeake Energy Corporation is 6100 North Western Avenue, Oklahoma City, OK 73118. All directors and
executive officers set forth below are United States citizens.
|
|
|
Name
|
|
Present Principal Occupation
|
Aubrey K. McClendon
|
|
Chairman of the Board and Chief Executive Officer of Chesapeake Energy Corporation
|
|
|
Domenic J. DellOsso, Jr.
|
|
Executive Vice President and Chief Financial Officer of Chesapeake Energy Corporation
|
|
|
Steven C. Dixon
|
|
Executive Vice PresidentOperations and Geosciences and Chief Operating Officer of Chesapeake Energy Corporation
|
|
|
Douglas J. Jacobson
|
|
Executive Vice PresidentAcquisitions and Divestitures of Chesapeake Energy Corporation
|
|
|
Martha A. Burger
|
|
Senior Vice PresidentHuman and Corporate Resources of Chesapeake Energy Corporation
|
|
|
Henry J. Hood
|
|
Senior Vice PresidentLand and Legal and General Counsel of Chesapeake Energy Corporation
|
|
|
Jennifer M. Grigsby
|
|
Senior Vice President, Treasurer and Corporate Secretary of Chesapeake Energy Corporation
|
|
|
Michael A. Johnson
|
|
Senior Vice PresidentAccounting, Controller and Chief Accounting Officer of Chesapeake Energy Corporation
|
|
|
Richard K. Davidson
|
|
Director of Chesapeake Energy Corporation and a member of the board of advisors of Thayer/Hidden Creek, a private equity firm headquartered in Washington, D.C. (1455 Pennsylvania
Avenue, N.W., Suite 360)
|
|
|
Kathleen M. Eisbrenner
|
|
Director of Chesapeake Energy Corporation and Founder and Chief Executive Officer of Next Decade a company that is positioned to create new opportunities in the integrated
international liquefied natural gas (LNG) industry. (21 Waterway Avenue, Suite 300, The Woodlands, TX 77380)
|
|
|
V. Burns Hargis
|
|
Director of Chesapeake Energy Corporation and President of Oklahoma State University (107 Whitehurst Hall, Stillwater, OK 74078)
|
|
|
Frank Keating
|
|
Director of Chesapeake Energy Corporation and President and Chief Executive Officer of the American Bankers Association, a large trade organization based in Washington, D.C.
(1120 Connecticut Avenue, NW, Washington, DC 20036)
|
A-1
|
|
|
Name
|
|
Present Principal Occupation
|
Charles T. Maxwell
|
|
Director of Chesapeake Energy Corporation and Senior Energy Analyst with Weeden & Co., an institutional brokerage firm located in Greenwich, Connecticut (145 Mason Street,
Greenwich, CT 06830)
|
|
|
Merrill A. Miller, Jr.
|
|
Director of Chesapeake Energy Corporation and Chairman, President and Chief Executive Officer of National Oilwell Varco, Inc., a supplier of oilfield services, equipment and
components to the worldwide oil and natural gas industry (7909 Parkwood Circle Drive, Houston, TX 77036)
|
|
|
Don Nickles
|
|
Founder and President of The Nickles Group, a consulting and business venture firm in Washington, D.C. (601 Thirteenth St. NW, Suite 250 North, Washington, D.C.
20005)
|
|
|
Frederick B. Whittemore
|
|
Director of Chesapeake Energy Corporation and an advisory director of Morgan Stanley, a global financial services firm and a market leader in securities, asset management and
credit (1585 Broadway, New York, New York 10036)
|
Chesapeake Operating, Inc.
Set forth below are the name and present principal occupation of each director and executive officer of Chesapeake Operating, Inc. as of
April 14, 2011. The business address of Chesapeake Operating, Inc. is 6100 North Western Avenue, Oklahoma City, OK 73118. All directors and executive officers set forth below are United States citizens.
|
|
|
Name
|
|
Present Principal Occupation
|
Aubrey K. McClendon
|
|
Director and Chief Executive Officer of Chesapeake Operating, Inc.
|
|
|
Domenic J. DellOsso, Jr.
|
|
Executive Vice President and Chief Financial Officer of Chesapeake Operating, Inc.
|
|
|
Steven C. Dixon
|
|
Director and Executive Vice PresidentOperations and Geosciences and Chief Operating Officer of Chesapeake Operating, Inc.
|
|
|
Douglas J. Jacobson
|
|
Executive Vice PresidentAcquisitions and Divestitures of Chesapeake Operating, Inc.
|
|
|
Martha A. Burger
|
|
Senior Vice PresidentHuman and Corporate Resources of Chesapeake Operating, Inc.
|
|
|
Henry J. Hood
|
|
Senior Vice PresidentLand and Legal and General Counsel of Chesapeake Operating, Inc.
|
|
|
Jennifer M. Grigsby
|
|
Senior Vice President, Treasurer and Corporate Secretary of Chesapeake Operating, Inc.
|
|
|
Michael A. Johnson
|
|
Senior Vice PresidentAccounting, Controller and Chief Accounting Officer of Chesapeake Operating, Inc.
|
A-2
Nomac Drilling, L.L.C.
Set forth below are the name and present principal occupation of each executive officer of Nomac Drilling, L.L.C. as of April 14,
2011. The business address of Nomac Drilling, L.L.C. is 6100 North Western Avenue, Oklahoma City, OK 73118. All executive officers set forth below are United States citizens.
|
|
|
Name
|
|
Present Principal Occupation
|
Aubrey K. McClendon
|
|
Chief Executive Officer of Nomac Drilling, L.L.C.
|
|
|
Domenic J. DellOsso, Jr.
|
|
Executive Vice President and Chief Financial Officer of Nomac Drilling, L.L.C.
|
|
|
Steven C. Dixon
|
|
Executive Vice PresidentOperations and Geosciences and Chief Operating Officer of Nomac Drilling, L.L.C.
|
|
|
Douglas J. Jacobson
|
|
Executive Vice PresidentAcquisitions and Divestitures of Nomac Drilling, L.L.C.
|
|
|
Martha A. Burger
|
|
Senior Vice PresidentHuman and Corporate Resources of Nomac Drilling, L.L.C.
|
|
|
Henry J. Hood
|
|
Senior Vice PresidentLand and Legal and General Counsel of Nomac Drilling, L.L.C.
|
|
|
Jennifer M. Grigsby
|
|
Senior Vice President, Treasurer and Corporate Secretary of Nomac Drilling, L.L.C.
|
|
|
Michael A. Johnson
|
|
Senior Vice PresidentAccounting, Controller and Chief Accounting Officer of Nomac Drilling, L.L.C.
|
Nomac Acquisition, Inc.
Set forth below are the name and present principal occupation of each director and executive officer of Nomac Acquisition, Inc. as of April 14, 2011. The business address of Nomac Acquisition, Inc.
is 6100 North Western Avenue, Oklahoma City, OK 73118. All directors and executive officers set forth below are United States citizens.
|
|
|
Name
|
|
Present Principal Occupation
|
Aubrey K. McClendon
|
|
Director and Chief Executive Officer of Nomac Acquisition, Inc.
|
|
|
Domenic J. DellOsso, Jr.
|
|
Executive Vice President and Chief Financial Officer of Nomac Acquisition, Inc.
|
|
|
Steven C. Dixon
|
|
Director and Executive Vice PresidentOperations and Geosciences and Chief Operating Officer of Nomac Acquisition, Inc.
|
|
|
Douglas J. Jacobson
|
|
Executive Vice PresidentAcquisitions and Divestitures of Nomac Acquisition, Inc.
|
A-3
|
|
|
Name
|
|
Present Principal Occupation
|
Martha A. Burger
|
|
Senior Vice PresidentHuman and Corporate Resources of Nomac Acquisition, Inc.
|
|
|
Henry J. Hood
|
|
Senior Vice PresidentLand and Legal and General Counsel of Nomac Acquisition, Inc.
|
|
|
Jennifer M. Grigsby
|
|
Senior Vice President, Treasurer and Corporate Secretary of Nomac Acquisition, Inc.
|
|
|
Michael A. Johnson
|
|
Senior Vice PresidentAccounting, Controller and Chief Accounting Officer of Nomac Acquisition, Inc.
|
Chesapeake Energy Corporation is the sole stockholder of Chesapeake Operating, Inc. Chesapeake Operating, Inc. is the sole member of
Nomac Drilling, L.L.C. Nomac Drilling, L.L.C. is the sole stockholder of Nomac Acquisition, Inc.
Except as reported in
Item 5, none of the persons listed above beneficially owns any Shares.
A-4
Bronco Drilling Company, Inc. (MM) (NASDAQ:BRNC)
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