OKLAHOMA CITY, Feb. 2, 2021 /PRNewswire/ -- Chesapeake Energy
Corporation ("Chesapeake") today announced the pricing of the
previously announced offering by its wholly-owned indirect
subsidiary, Chesapeake Escrow Issuer LLC (the "Issuer") of
$500 million aggregate principal
amount of 5.500% senior notes due 2026 (the "2026 Notes") and
$500 million aggregate principal
amount of 5.875% 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 2026 Notes will be sold at 100%
of the aggregate principal amount and will have a maturity date of
February 1, 2026. The 2029 Notes will
be sold at 100% of the aggregate principal amount and will have a
maturity date of February 1, 2029.
The closing of the offering of the Notes is expected to occur on or
about February 5, 2021, subject to
customary closing conditions. The Notes were offered as 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 Issuer will deposit the gross proceeds of
the offering for each series of the Notes into a segregated escrow
account for each series of the Notes (each, an "Escrow Account").
The Notes of each series will be secured by a lien on amounts
deposited in the 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 were 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.
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, 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 Offering
Memorandum, dated as of February 2,
2021, 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
|
Gordon
Pennoyer
|
(405)
935-8870
|
(405)
935-8878
|
ir@chk.com
|
media@chk.com
|
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SOURCE Chesapeake Energy Corporation