OKLAHOMA CITY, Feb. 1, 2019 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) today announced that it has completed
its acquisition of WildHorse Resource Development
Corporation (NYSE:WRD). The merger was previously approved by
Chesapeake shareholders and WildHorse stockholders at special
meetings held on January 31, 2019.
At the election of each WildHorse common stockholder, the
consideration consisted of either 5.989 shares of Chesapeake common
stock (the "share consideration") or a combination of 5.336 shares
of Chesapeake common stock and $3.00
in cash (the "mixed consideration"), in exchange for each share of
WildHorse common stock.
As a result of the merger, WildHorse common stock will
no longer be listed for trading on the New York Stock Exchange.
Doug Lawler, Chesapeake's Chief
Executive Officer, commented, "In 2018, Chesapeake Energy continued
to build upon our track record of consistent business delivery and
transformational progress through both financial and operating
improvements. The addition of the WildHorse assets to our
high-quality, diverse portfolio, combined with our operating
expertise and experience, provides another oil growth engine with
significant oil inventory for years to come and gives us tremendous
flexibility and optionality to help achieve our strategic
goals."
In conjunction with the closing, and as previously announced
under the terms of the merger agreement, David W. Hayes has joined the Chesapeake board,
effective immediately. In addition, Jay C.
Graham will be appointed to fill the next vacancy on the
Chesapeake board.
In a separate vote at the special meeting, Chesapeake
shareholders approved a proposal to amend Chesapeake's restated
certificate of incorporation to increase the number of authorized
shares of Chesapeake common stock from 2,000,000,000 shares to
3,000,000,000 shares.
Credit Facility Amendments
In connection with the merger, Chesapeake entered into the First
Amendment to its Credit Agreement, dated as of September 12, 2018, which, among other things,
expressly permitted Chesapeake's initial investment in WildHorse.
An amendment to WildHorse's Credit Agreement, dated as of
December 19, 2016, was also entered
into to amend certain provisions to permit the merger and to permit
borrowings under the WildHorse Credit Agreement to be used to
redeem or repurchase WildHorse's senior notes so long as certain
conditions are met. A supplement to WildHorse's Indenture,
dated as of February 1, 2017,
governing WildHorse's 6.875% Senior Notes due 2025 was also entered
into, pursuant to which Brazos Valley Longhorn, L.L.C., as
successor by merger to WildHorse, assumed WildHorse's obligations
as issuer under the Indenture and Brazos Valley Longhorn Finance
Corp. was appointed as co-issuer of WildHorse's senior notes.
Further details regarding these amendments may be obtained from a
Form 8-K to be filed by the company later today.
Headquartered in Oklahoma City, Chesapeake Energy
Corporation's 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.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain certain forward-looking
statements within the meaning of federal securities law, including
financial and operating improvements and growth in oil production
and inventory. Such statements are subject to numerous assumptions,
risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and
expectations, are forward-looking statements. Forward-looking
statements may be identified by words such as expect, anticipate,
believe, intend, estimate, plan, target, goal, or similar
expressions, or future or conditional verbs such as will, may,
might, should, would, could, or similar variations. The
forward-looking statements are intended to be subject to the safe
harbor provided by Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements:
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the transaction; competitive responses to the
transaction; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as
a result of the impact of, or problems arising from, the
integration of the two companies; diversion of management's
attention from ongoing business operations and opportunities; the
ability of Chesapeake to complete the integration of WildHorse
successfully; litigation relating to the transaction; and other
factors that may affect future results of Chesapeake.
Additional factors that could cause results to differ materially
from those described above can be found in Chesapeake's Annual
Report on Form 10-K for the year ended December 31, 2017 and
in its subsequent Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2018, June 30, 2018 and September 30, 2018, each of which is on file with
the SEC and available in the "Investors" section of Chesapeake's
website, https://www.chk.com/, under the heading "SEC Filings"
and in other documents Chesapeake files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Chesapeake assumes no obligation to update forward-looking
statements to reflect circumstances or events that occur after the
date the forward-looking statements were made or to reflect the
occurrence of unanticipated events except as required by federal
securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against
placing undue reliance on such statements.
CHK INVESTOR
CONTACT:
Brad Sylvester,
CFA
405-935-8870
ir@chk.com
|
CHK MEDIA
CONTACT:
Gordon
Pennoyer
405-935-8878
media@chk.com
|
CHESAPEAKE ENERGY
CORPORATION:
6100 North Western
Avenue
P.O. Box
18496
Oklahoma City, OK
73154
|
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SOURCE Chesapeake Energy Corporation