OKLAHOMA CITY, Aug. 26, 2016 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) announced today that, with respect to
its offers to purchase for cash (the "Tender Offers") the
outstanding notes of Chesapeake set forth in the table below
(collectively, the "Notes"), it has increased the aggregate
purchase price offered for the Notes in the Tender Offers,
exclusive of accrued interest, from up to $500,000,000 aggregate purchase price to up to
$750,000,000 (the "New Aggregate
Maximum Purchase Amount") and, in connection therewith, established
a tender cap of $600,000,000
aggregate purchase price (exclusive of accrued interest) for the
2.5% Contingent Convertible Senior Notes due 2037 (the "2037
Notes"). No change was made to the tender cap for the 2.25%
Contingent Convertible Notes due 2038 (the "2038 Notes") and,
except as provided for in this release, all other terms and
conditions of the Tender Offers remain unchanged as set forth in an
Offer to Purchase dated August 15,
2016 (as amended, the "Offer to Purchase") and the related
Letter of Transmittal.
The following table sets forth the revised terms of the Tender
Offers:
|
|
Aggregate
Principal
Amount
Outstanding
|
|
|
|
|
Series of
Notes
|
CUSIP
Number
|
Tender
Cap(1)
|
Acceptance
Priority
Level
|
Total
Consideration(2)
|
|
|
|
|
|
|
2.5% Contingent
Convertible
Senior Notes
due 2037
|
165167BZ9 /
165167CA3
|
$730,205,000
|
$600,000,000
|
1
|
$1,000.00
|
2.25% Contingent
Convertible
Senior Notes due
2038
|
165167CB1
|
$315,112,000
|
$275,000,000
|
2
|
$920.00
|
|
|
|
|
|
|
(1)
|
The $600,000,000
Tender Cap the ("2037 Tender Cap") and the $275,000,000 Tender Cap
(the "2038 Tender Cap" and, together with the 2037 Tender Cap, the
"Tender Caps") apply to the aggregate purchase price (exclusive of
accrued interest) of the 2037 Notes and the 2038 Notes,
respectively.
|
(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 Total Consideration to, but not
including, the Settlement Date (each as defined in the Offer to
Purchase)).
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on September 12, 2016 (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. Tendered Notes
may be withdrawn from the Tender Offers at or prior to the
Expiration Date.
Subject to the New Aggregate Maximum Purchase Amount, Tender
Caps and proration as described in the Offer to Purchase, all 2037
Notes validly tendered will be accepted for purchase before any
2038 Notes validly tendered are accepted for purchase. If the
aggregate purchase price (exclusive of accrued interest) of 2037
Notes validly tendered at or prior to the Expiration Date exceeds
the 2037 Tender Cap, 2037 Notes validly tendered will be accepted
for purchase on a pro rata basis, based on the aggregate principal
amount of 2037 Notes validly tendered. Once all 2037 Notes
validly tendered have been accepted for purchase, subject to the
New Aggregate Maximum Purchase Amount, the Tender Caps and
proration as described in the Offer to Purchase, 2038 Notes validly
tendered will be accepted for purchase. If the aggregate
purchase price (exclusive of accrued interest) of 2038 Notes
validly tendered at or prior to the Expiration Date exceeds the
2038 Tender Cap or if the aggregate purchase price of 2037 Notes
and 2038 Notes validly tendered exceeds the New Aggregate Maximum
Purchase Amount, 2038 Notes validly tendered will be accepted for
purchase on a pro rata basis, based on the aggregate principal
amount of 2038 Notes validly tendered.
The Company also announced that, as a result of the consummation
of its secured five-year term loan in an aggregate principal amount
of $1.5 billion, the Financing
Condition (as defined in the Offer to Purchase) with respect to the
Tender Offers has been satisfied.
Goldman, Sachs & Co. 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 Goldman, Sachs & Co. at (toll-free) (800)
828-3182 or (collect) (212) 902-6941. 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. Chesapeake has filed a Tender Offer Statement on
Schedule TO with the Securities and Exchange Commission. Chesapeake
will make available to holders of the Notes, directly or through
the Depository Trust Company, documents specifying the terms,
conditions and procedures for validly tendering and withdrawing
Notes (copies of which are attached as exhibits to such Schedule
TO). Note holders are encouraged to read these documents carefully
before deciding whether to tender their Notes. Holders of the Notes
and other interested parties may obtain a free copy of these
documents at the Securities and Exchange Commission's website,
www.sec.gov.
None of Chesapeake, its board of directors, its officers, the
dealer manager, the depositary, the information agent or the
trustee 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. The company
also owns oil and natural gas marketing and natural gas gathering
and compression businesses.
This news release includes "forward-looking statements" that
give the company's current expectations or forecasts of future
events, including the timing of the settlement and amounts to be
purchased in the Tender Offers. 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, the ability to consummate any or all of the
Tender Offers and those stated in the company's Annual Report on
Form 10-K for the year ended December 31,
2015 and its other filings with the SEC), and actual results
may differ 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:
|
MEDIA
CONTACT:
|
Brad Sylvester,
CFA (405)
935-8870 ir@chk.com
|
Gordon Pennoyer
(405) 935-8878 media@chk.com
|
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SOURCE Chesapeake Energy Corporation