UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 31, 2022

 

 

 

CHESAPEAKE ENERGY CORPORATION

 

(Exact name of Registrant as specified in its Charter)

 

Oklahoma   1-13726   73-1395733

(State or other jurisdiction of

incorporation)

  (Commission File No.)   (IRS Employer Identification No.)

 

6100 North Western Avenue Oklahoma City OK   73118
(Address of principal executive offices)   (Zip Code)

 

    (405) 848-8000      
  (Registrant’s telephone number, including area code)  

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which
registered
Common Stock, $0.01 par value per share        CHK   The Nasdaq Stock Market LLC
Class A Warrants to purchase Common Stock   CHKEW   The Nasdaq Stock Market LLC
Class B Warrants to purchase Common Stock   CHKEZ   The Nasdaq Stock Market LLC
Class C Warrants to purchase Common Stock   CHKEL   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01 Other Events

 

On August 31, 2022, Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), issued a press release announcing the amendment of the Company’s previously announced exchange offers relating to its outstanding (i) Class A warrants, which warrants trade on The Nasdaq Stock Market LLC (the “NASDAQ”) under the symbol “CHKEW”, (ii) Class B warrants, which warrants trade on the NASDAQ under the symbol “CHKEZ”, and (iii) Class C warrants, which warrants trade on the NASDAQ under the symbol “CHKEL”, each to purchase shares of common stock of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Document Description
99.1   Press Release, dated August 31, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CHESAPEAKE ENERGY CORPORATION
     
Date: August 31, 2022    
     
  By:  /s/ BENJAMIN R. RUSS
    Benjamin R. Russ
    Executive Vice President - General Counsel and Corporate Secretary

 

 

 

Chesapeake Energy (NYSE:CHK)
Historical Stock Chart
From Oct 2022 to Nov 2022 Click Here for more Chesapeake Energy Charts.
Chesapeake Energy (NYSE:CHK)
Historical Stock Chart
From Nov 2021 to Nov 2022 Click Here for more Chesapeake Energy Charts.