Printer Friendly Version (pdf format)
OKLAHOMA CITY--(BUSINESS WIRE)--Nov. 19, 2007--Chesapeake Energy
Corporation (NYSE:CHK) today announced the pricing for its pending
offer to exchange shares of its common stock for each outstanding
share of its 6.25% Mandatory Convertible Preferred Stock (CUSIP No.
165167818) (the "Preferred Stock").
Chesapeake is offering to exchange 8.0549 shares of its common
stock for each share of the outstanding Preferred Stock tendered in
the exchange offer. The number of shares of common stock to be
exchanged for each share of Preferred Stock (the "Exchange Ratio") was
fixed after 5:00 p.m. New York City time on Friday, November 16, 2007
(the "Pricing Date"), on the basis of the pricing formula set forth in
the Offer to Exchange described below. The Exchange Ratio is equal to
the sum of (i) 6.25 shares of common stock and (ii) a number of
additional shares of common stock equal to $71.43 divided by $39.5760,
which is the arithmetic daily volume-weighted average price of our
common stock over the trading period beginning on November 2, 2007 and
ending on the Pricing Date.
The exchange offer will expire at 12:00 midnight, New York City
time, on Tuesday, November 20, 2007, unless extended or earlier
terminated by Chesapeake. Holders may withdraw tendered shares of
Preferred Stock at any time before the exchange offer expires, or, if
not previously returned, a holder may withdraw any tendered shares of
Preferred Stock that are not accepted by Chesapeake on or before
December 20, 2007. The tender and withdrawal of shares of Preferred
Stock pursuant to the exchange offer held in "street" name are subject
to compliance with the appropriate procedures of the automated tender
offer program, or ATOP, of The Depository Trust Company.
The exchange offer is being made pursuant to an Offer to Exchange
and related Letter of Transmittal, copies of which may be obtained
without charge from the information agent for the exchange offer,
Georgeson Inc., who may be reached at (888) 605-8334 (US toll-free).
The Offer to Exchange and other related documents were also filed with
the Securities and Exchange Commission on Schedule TO and copies of
such documents, including any amendments thereto, may be obtained for
free at the Commission's web site, http://www.sec.gov. The exchange
offer is subject to the terms and satisfaction of certain conditions
described in the Offer to Exchange.
Holders of Preferred Stock are urged to read the Offer to Exchange
and related Letter of Transmittal as they include important
This press release is not an offer to purchase or an offer to
exchange or a solicitation of acceptance of the offers to purchase or
offer to exchange, which may be made only pursuant to the terms of the
applicable offer to exchange and related letter of transmittal.
Chesapeake Energy Corporation is the largest independent and
third-largest overall producer of natural gas in the U.S.
Headquartered in Oklahoma City, the company's operations are focused
on exploratory and developmental drilling and corporate and property
acquisitions in the Mid-Continent, Fort Worth Barnett Shale,
Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas
Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United
CONTACT: Chesapeake Energy Corporation
Jeffrey L. Mobley, CFA, 405-767-4763
Senior Vice President -
Investor Relations and Research
Marc Rowland, 405-879-9232
Executive Vice President
and Chief Financial Officer
SOURCE: Chesapeake Energy Corporation