false0000895126New York Stock Exchange
0000895126 2020-09-15 2020-09-15
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report
(Date of earliest event reported):
September 15, 2020
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CHESAPEAKE
ENERGY CORPORATION
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(Exact name of Registrant as
specified in its Charter)
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Oklahoma
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1-13726
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73-1395733
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(State or other jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS Employer Identification
No.)
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6100
North Western Avenue
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Oklahoma
City
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OK
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73118
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(Address of principal executive
offices)
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(Zip Code)
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(405)
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848-8000
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(Registrant’s telephone number,
including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common stock, par value
$0.01 per share
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CHKAQ*
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N/A*
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* On July 20, 2020, the New York
Stock Exchange (“NYSE”) filed a Form 25 with the Securities and
Exchange Commission (the “SEC”) to delist Chesapeake Energy
Corporation’s (the “Company”) common stock, par value $0.01 per
share (the “Common Stock”), from NYSE. The deregistration of the
Common Stock under Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), will be effective 90
days, or such shorter period as the SEC may determine, after filing
of the Form 25. Upon deregistration of the Common Stock under
Section 12(b) of the Exchange Act, the Common Stock will
remain registered under Section 12(g) of the Exchange
Act.
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (§ 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2
of this chapter).
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Emerging growth
company
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☐
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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☐
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Item
1.01 Entry into a Material Definitive
Agreement.
DIP Credit
Agreement
On July 1, 2020,
Chesapeake Energy Corporation (“Chesapeake”) entered into the
Senior Secured Super-Priority Debtor-in-Possession Credit Agreement
dated as of July 1, 2020 (as amended, restated, modified and
supplemented from time to time, the “DIP Credit Agreement”), by and
among Chesapeake, as borrower, the guarantors party thereto
(together with Chesapeake, the “Debtors”), MUFG Union Bank, N.A.,
as the agent, and the several lenders from time to time party
thereto, the terms of which were previously disclosed in Item 1.03
under the caption “DIP Credit
Facility” of
Chesapeake’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on June 29, 2020 and are incorporated by
reference into this Item 1.01.
The description of
the material terms and conditions of the DIP Credit Agreement is a
summary only, does not purport to be complete, and is qualified by
reference to the full text of the DIP Credit Agreement incorporated
by reference into this Current Report as Exhibit 10.1.
Amendment to
DIP Credit Agreement
On September 15,
2020, Chesapeake entered into the First Amendment (the “Amendment”)
to the DIP Credit Agreement. The Amendment, among other things,
amends the maximum hedging covenant to allow the Debtors to enter
into additional non-speculative hedge agreements based on
forecasted production.
The above
description of the material terms and conditions of the Amendment
is a summary only, does not purport to be complete, and is
qualified by reference to the full text of the Amendment attached
to this Current Report as Exhibit 10.2.
Item
2.03 Creation of a Direct Financial Obligation or
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set
forth in Item 1.01 regarding the DIP Credit Agreement is
incorporated by reference into this Item 2.03.
Item
9.01 Exhibits.
(d)
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Exhibit
No.
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Document
Description
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Senior Secured Super-Priority
Debtor-in-Possession Credit Agreement, dated July 1, 2020, by and
among Chesapeake Energy Corporation, as borrower, the guarantors
party thereto, MUFG Union Bank, N.A., as the agent, and the several
lenders from time to time party thereto (incorporated by reference
to Exhibit A of Exhibit 10.1 to Chesapeake Energy Corporation’s
Current Report on Form 8-K (File No. 001-13726) filed on June 29,
2020).
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First Amendment to Senior
Secured Super-Priority Debtor-in-Possession Credit Agreement, dated
September 15, 2020, by and among Chesapeake Energy Corporation, as
borrower, the guarantors party thereto, MUFG Union Bank, N.A., as
the agent, and the several lenders from time to time party
thereto.
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104
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Cover Page Interactive Data
File (embedded within the Inline XBRL document and contained in
Exhibit 101).
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CHESAPEAKE
ENERGY CORPORATION
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By:
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/s/ JAMES R.
WEBB
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James R. Webb
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Executive Vice President —
General Counsel and Corporate Secretary
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Date: September
18, 2020
