OKLAHOMA CITY, Feb. 2, 2021 /PRNewswire/ -- Chesapeake
Energy Corporation ("Chesapeake") today announced that, subject to
market conditions, Chesapeake's wholly-owned indirect subsidiary,
Chesapeake Escrow Issuer LLC (the "Issuer"), intends to offer
$500 million aggregate principal
amount of senior notes due 2026 (the "2026 Notes") and $500 million aggregate principal amount of senior
notes due 2029 (the "2029 Notes, and collectively with the 2026
Notes, the "Notes") pursuant to exemptions from registration under
the Securities Act of 1933, as amended (the "Securities Act"). The
offering of the Notes is part of a series of exit financing
transactions being undertaken in connection with a restructuring of
Chesapeake and certain of its subsidiaries (collectively, the
"Debtors"), to be effected through a plan of reorganization under
Chapter 11 of title 11 of the United States Code in the U.S.
Bankruptcy Court for the Southern District of Texas substantially on the terms of the
Debtors' Fifth Amended Joint Chapter 11 Plan of Reorganization of
Chesapeake Energy Corporation and its Debtor Affiliates, filed
January 12, 2021 (as it may be
amended, supplemented or modified, the "Plan") and approved by the
Bankruptcy Court on January 16, 2021
(the "Chapter 11 Cases"). If the Notes are issued prior to
satisfaction of certain escrow release conditions, which include
the occurrence of the effective date of the Plan (the "Effective
Date"), the Issuers will deposit the gross proceeds of the offering
for each series of Notes into a segregated escrow account for each
series of Notes (each, an "Escrow Account"). The Notes of each
series will be secured by a lien on amounts deposited in the
applicable Escrow Account until such amounts are released upon
satisfaction of the escrow release conditions. On the Effective
Date, the Escrow Issuer will merge with and into Chesapeake with
Chesapeake continuing as the surviving entity, and the Notes will
be assumed by Chesapeake. The proceeds of the offering, together
with cash on hand and the anticipated proceeds from the other exit
financing transactions, including borrowings under a new revolving
credit facility and a rights offering of new shares of common
stock, will be used to fund the distributions provided for under
the Plan, including the repayment of Chesapeake's
debtor-in-possession facility and certain fees, commissions and
expenses related to Chesapeake's emergence from bankruptcy.
The Notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act, and outside the United
States, only to non-U.S. investors pursuant to Regulation S
under the Securities Act. The Notes have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale is unlawful. Any offers of the Notes will be
made only by means of a private offering memorandum.
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.
This release may contain "forward-looking statements" within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements, other than
statements of historical facts that address activities, events or
developments that we expect, believe or anticipate will or may
occur in the future are forward-looking statements. These
statements are based on certain assumptions based on management's
views, estimates, and beliefs as of the time of these statements
regarding future events and results. When used in this release,
words such as "will," "potential," "believe," "estimate," "intend,"
"expect," "may," "should," "anticipate," "could," "plan,"
"predict," "strategy," "future" or their negatives or other words
that convey the uncertainty of future events or outcomes, are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words.
Forward-looking statements involve uncertainties and are subject to
many risks and variables. Actual future events may differ
materially from those expressed in these forward-looking statements
as a result of a number of factors related to our Chapter 11 cases,
which are set forth in our risk factors described in our 2019
Annual Report on Form 10-K, 2020 First Quarterly Report on Form
10-Q, 2020 Second Quarterly Report on Form 10-Q , 2020 Third
Quarterly Report on Form 10-Q and Current Report on Form 8-K filed
with the SEC on January 19, 2021
available at the SEC's website at www.sec.gov. Although we believe
our forward-looking statements are based on reasonable assumptions,
no assurance can be given that these assumptions are accurate or
that any of these expectations will be achieved (partially or in
full) or will prove to have been correct. In light of the above,
the events anticipated by our forward-looking statements may not
occur, and, if any of such events do, we may not have correctly
anticipated timing or the extent of their impact. Any
forward-looking statement speaks only as of the date on which such
statement is made, and we undertake no obligation to correct or
update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law. These cautionary statements qualify all
forward-looking statements attributable to us or persons acting on
our behalf.
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