OKLAHOMA CITY, June 6, 2017 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) announced today the results to date
of its pending cash tender offers (the "Tender Offers") to purchase
up to $750,000,000 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 well as the
anticipated early settlement date for the Tender Offers on
June 7, 2017 (the "Early Settlement
Date").
All terms and conditions of the Tender Offers remain unchanged
as set forth in the Offer to Purchase dated May 22, 2017 (the "Offer to Purchase") and the
related Letter of Transmittal, and capitalized terms used but not
defined herein shall have the meaning ascribed to them in the Offer
to Purchase.
The following table sets forth the aggregate principal amounts
of each series of Notes that were tendered and not withdrawn on or
prior to 5:00 p.m., New York City time, on June 5, 2017 (the "Early Tender Date"), and the
aggregate principal amount of Notes expected to be accepted for
purchase on the Early Settlement Date:
Series of
Notes
|
|
CUSIP
Number
|
|
Aggregate
Principal Amount
Outstanding Prior
to Tender Offers
|
|
Aggregate
Principal
Amount of Notes
Tendered(1)
|
|
Expected
Aggregate
Principal
Amount of
Notes
Accepted
|
|
Tender
Caps(2)
|
|
Acceptance
Priority
Level
|
|
Total
Consideration (3)(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.00% Senior Secured
Second Lien Notes due 2022
|
|
165167CQ8
U16450AT2
|
|
$2,418,953,000
|
|
$1,739,812,000
|
|
$681,818,000
|
|
N/A
|
|
1
|
|
$1,100.00
|
6.625% Senior Notes
due 2020
|
|
165167CF2
|
|
$572,621,000
|
|
$73,026,000
|
|
__
|
|
$200,000,000
|
|
2
|
|
$1,045.00
|
6.875% Senior Notes
due 2020
|
|
165167BU0
165167BT3
USU16450AQ87
|
|
$278,978,000
|
|
$53,076,000
|
|
__
|
|
|
2
|
|
$1,047.50
|
6.125% Senior Notes
due 2021
|
|
165167CG0
|
|
$550,327,000
|
|
$42,755,000
|
|
__
|
|
|
3
|
|
$1,020.00
|
5.375% Senior Notes
due 2021
|
|
165167CK1
|
|
$269,907,000
|
|
$21,007,000
|
|
__
|
|
|
3
|
|
$970.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Notes tendered have
not been accepted.
|
|
|
(2)
|
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.
|
|
|
(3)
|
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).
|
|
|
(4)
|
Includes the
applicable Early Tender Premium.
|
As of the Early Tender Date, the aggregate purchase price
(exclusive of accrued interest) of Notes with Acceptance Priority
Level 1 (the 8.00% Senior Secured Second Lien Notes due 2022)
validly tendered exceeds the Aggregate Maximum Purchase
Amount. Accordingly, unless Chesapeake increases the
Aggregate Maximum Purchase Amount, Notes with Acceptance Priority
Level 1 will be subject to proration as described in the Offer to
Purchase, no Notes with Acceptance Priority Level 2 or Acceptance
Priority Level 3 will be accepted for purchase and no Notes will be
accepted for purchase if tendered after the Early Tender Date.
The Tender Offers will expire at 11:59
p.m., New York City time,
on June 19, 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. The deadline for
holders to validly withdraw tenders of Notes has passed.
Accordingly, Notes that were already tendered at the Early Tender
Date and any additional Notes that are tendered at or prior to the
Expiration Date may not be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by
law.
The Company expects that the conditions to the Tender Offers,
including the Financing Condition, will be satisfied as of the
Early Settlement Date.
Citigroup Global Markets 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 Citigroup Global Markets Inc. at (toll-free)
(800) 558-3745 or (collect) (212) 723-6106. 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.
None of Chesapeake, its board of directors, its officers, the
dealer manager, the depositary, the information agent or the
trustees 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. 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 timing of the settlement and amounts to be
purchased in the Tender Offers, the satisfaction of the Financing
Condition 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 satisfaction of conditions precedent
to completing the Tender Offers, Chesapeake's ability to consummate
any or all of the Tender Offers and 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