OKLAHOMA CITY, May 10, 2010 (BUSINESS WIRE) --Chesapeake Energy Corporation (NYSE:CHK) today announced a private
placement of convertible preferred stock. The company has entered into
securities purchase agreements with Maju Investments (Mauritius) Pte
Ltd, an affiliate of Temasek Holdings (Private) Limited, and Hampton
Asset Holding Ltd., an affiliate of Hopu Investment Management Co, Ltd.,
under which they have collectively agreed to buy $600 million of a new
series of Chesapeake 5.75% cumulative non-voting convertible preferred
stock with a liquidation preference of $1,000 per share. The closing of
the preferred stock placement is scheduled for May 17, 2010 and is
subject to customary conditions. The company has also granted a 30-day
option to the two purchasers to place up to $500 million in additional
preferred stock of the same series with investors in Asia. Chesapeake
intends to use the net proceeds from the placements to repay senior
indebtedness.
The annual dividend on each share of preferred stock is $57.50 and is
payable quarterly when, as and if declared by the company, in cash, in
arrears on each February 15, May 15, August 15 and November 15,
commencing August 15, 2010. The preferred stock is not redeemable. Each
share of preferred stock will be convertible at any time at the option
of the holder into approximately 37.037 shares of Chesapeake common
stock, which is based on an initial conversion price of $27.00 per
common share. The conversion price is subject to customary adjustments
in certain circumstances. The preferred stock will be subject to
mandatory conversion after May 17, 2015 into Chesapeake common stock, at
the option of the company, if the closing price of Chesapeake's common
stock exceeds 130% of the conversion price for 20 trading days during
any consecutive 30 trading day period.
The preferred stock being sold by Chesapeake and the underlying common
stock issuable upon conversion will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws 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 laws.
This press release is being issued pursuant to Rule 135c under the
Securities Act, and is neither an offer to sell nor a solicitation of an
offer to buy the preferred stock, the underlying common stock, or any
other securities and shall not constitute an offer to sell or a
solicitation of an offer to buy, or a sale of, the preferred stock, the
underlying common stock or any other securities in any jurisdiction in
which such offer, solicitation or sale is unlawful.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, including the anticipated closing
and the expected use of proceeds. Forward-looking statements give our
current expectations of future events. Although we believe our
forward-looking statements are reasonable, they can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties,
and actual results may differ from the expectations expressed.
Chesapeake Energy Corporation is one of the largest producers of
natural gas and the most active driller of new wells in the U.S.Headquartered in Oklahoma City, the company's operations are focused
on discovering and developing unconventional natural gas and oil fields
onshore in the U.S. Chesapeake owns leading positions in the Barnett,
Fayetteville, Haynesville, Marcellus, and Bossier natural gas shale
plays and in the Eagle Ford, Granite Wash and various other
unconventional oil plays. The company has also vertically integrated its
operations and owns substantial midstream, compression, drilling and
oilfield service assets. Further information is available at www.chk.com.
SOURCE: Chesapeake Energy Corporation
Chesapeake Energy Corporation
Investor Contacts
Jeffrey L. Mobley, CFA, 405-767-4763
jeff.mobley@chk.com
or
John J. Kilgallon, 405-935-4441
john.kilgallon@chk.com
or
Media Contact
Jim Gipson, 405-935-1310
jim.gipson@chk.com