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OKLAHOMA CITY, May 3, 2006 /PRNewswire-FirstCall via COMTEX News Network/ -- Chesapeake Energy
Corporation (NYSE: CHK) today announced that it intends to commence an offer
to exchange shares of its common stock for any and all of its outstanding
86,310 shares of 4.125% Cumulative Convertible Preferred Stock (the "Preferred
Stock") (CUSIP Nos. 165167875/165167883 (144A)).
The number of shares of common stock to be exchanged for each share of
Preferred Stock (the "Exchange Ratio") will be fixed after 5:00 p.m. New York
City time on Tuesday, May 30, 2006, the Pricing Date, on the basis of the
applicable pricing formula set forth herein, and publicly announced prior to
the opening of trading on Wednesday, May, 31, 2006. The Exchange Ratio will
equal the sum of (i) 60.0555 shares of common stock, the number of shares into
which the Preferred Stock is presently convertible and (ii) a number of
additional shares of common stock equal to $89.19 divided by the arithmetic
daily volume-weighted average price of our common stock, over an eleven day
trading period beginning on May 15, 2006 and ending on the Pricing Date. The
exchange offer will be subject to a maximum of 64.5150 shares of common stock
and a minimum of 61.9944 shares of common stock per share of Preferred Stock.
The exchange offer will expire at 5:00 p.m., New York City time, on
Thursday, June 1, 2006, 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 June 29, 2006. The tender and withdrawal of shares of Preferred
Stock pursuant to the Offer held in "street" name are subject to compliance
with the appropriate procedures of the automated tender offer procedures, or
ATOP, system of The Depository Trust Company.
The exchange offer will be 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, Global Bondholder Services
Corporation, who may be reached at 866-924-2200 (US toll-free) and
212-430-3774 (collect). The exchange offer prospectus and other related
documents will also be filed with the Securities and Exchange Commission on
Schedule TO and may be obtained for free at the Commission's web site,
http://www.sec.gov . The exchange offer is subject to the satisfaction of
certain conditions.
Holders of Preferred Stock are urged to read the offer to exchange and
related letter of transmittal when it becomes available because it includes
important information.
The securities to be offered have not been and will not be registered
under the Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws. 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
purchase or offer to exchange and related letters of transmittal.
Chesapeake Energy Corporation is the second largest independent 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, Permian Basin, South Texas,
Texas Gulf Coast, Barnett Shale, Ark-La-Tex and Appalachian Basin regions of
the United States. The company's Internet address is
http://www.chkenergy.com .
SOURCE Chesapeake Energy Corporation
Jeffrey L. Mobley, CFA, Senior Vice President - Investor Relations and Research,
+1-405-767-4763, or jmobley@chkenergy.com , or Marc Rowland, Executive Vice President
and Chief Financial Officer, +1-405-879-9232, or mrowland@chkenergy.com , both of
Chesapeake Energy Corporation
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