OKLAHOMA CITY, Aug 03, 2010 (BUSINESS WIRE) --
Chesapeake Energy Corporation (NYSE:CHK) today announced that it has
commenced tender offers to purchase for cash any and all of its
outstanding 7.00% Senior Notes due 2014, 6.625% Senior Notes due 2016
and 6.25% Senior Notes due 2018 (collectively, the "Notes"). In
conjunction with each tender offer, Chesapeake is soliciting consents
("Consents") to the adoption of certain proposed amendments to each of
the indentures governing the Notes to, among other things, eliminate
substantially all of the restrictive covenants, certain events of
default and other related provisions.
The Notes and material pricing terms for each tender offer are set forth
in the table below.
| CUSIP Nos. |
|
Outstanding
Principal
Amount |
|
Title of Security |
|
Purchase
Price(1)(2) |
|
Consent
Payment(1)(2) |
|
Total
Consideration(1) |
|
165167BJ5
|
|
$300,000,000
|
|
7.00% Senior Notes due 2014
|
|
$1,001.50
|
|
$25.00
|
|
$1,026.50
|
|
165167BN6
|
|
$600,000,000
|
|
6.625% Senior Notes due 2016
|
|
$1,011.25
|
|
$25.00
|
|
$1,036.25
|
|
165167BQ9
|
|
$600,000,000
|
|
6.25% Senior Notes due 2018
|
|
$1,009.00
|
|
$25.00
|
|
$1,034.00
|
(1) Per $1,000 principal amount of Notes and excluding Accrued Interest
(as defined below), which will be paid in addition to the Total
Consideration or Purchase Price, as applicable, up to the applicable
payment date.
(2) Included in Total Consideration.
Each tender offer will expire at 12:00 midnight, New York City time, on
August 30, 2010, unless extended (such time and date, as the same may be
extended with respect to a tender offer, the "Expiration Date"). Holders
of Notes must validly tender (and not validly withdraw) their Notes and
validly deliver (and not validly revoke) their corresponding Consents at
or prior to 5:00 P.M., New York City time, on August 16, 2010, unless
extended (such time and date, as the same may be extended with respect
to a tender offer, the "Consent Time"), to be eligible to receive the
applicable Total Consideration per $1,000 principal amount of Notes
tendered, which includes a Consent Payment per $1,000 principal amount
of Notes tendered, in each case set forth in the table above. Holders
who tender their Notes after the applicable Consent Time and on or prior
to the applicable Expiration Date will be eligible to receive the
applicable Purchase Price per $1,000 principal amount of Notes tendered
set forth in the table above, but not the Consent Payment. Tendered
Notes may be withdrawn and Consents may be revoked at or prior to 5:00
P.M., New York City time, on August 16, 2010 (such time and date, as the
same may be extended with respect to a tender offer, the "Withdrawal
Deadline") but may not thereafter be withdrawn or revoked. The Company
may extend the Consent Time of a tender offer without extending the
Withdrawal Deadline of such tender offer. A Holder cannot deliver a
Consent without tendering its corresponding Notes or tender its Notes
without delivering a corresponding Consent.
Upon the terms and conditions described in the Offer to Purchase and
Consent Solicitation Statement and the related Letter of Transmittal and
Consent, payment for Notes accepted for purchase will be made (1) with
respect to Notes validly tendered and not validly withdrawn at or prior
to the applicable Consent Time, promptly after such acceptance for
purchase (which is currently expected to be August 17, 2010, unless the
applicable Consent Time is extended), and (2) with respect to Notes
validly tendered after the Consent Time but at or before the applicable
Expiration Date, promptly after such Expiration Date (which is currently
expected to be August 31, 2010, unless the applicable tender offer is
extended).
In addition to the Total Consideration or Purchase Price, as applicable,
holders of Notes tendered and accepted for payment will receive accrued
and unpaid interest on such Notes from the last interest payment date
for the Notes up to, but not including, the applicable payment date
("Accrued Interest").
The consummation of each tender offer is conditioned upon the timely
receipt of Consents at or prior to the Consent Time from holders of at
least a majority of the outstanding aggregate principal amount of the
Notes to which such tender offer relates. In addition, Chesapeake's
obligation to purchase Notes pursuant to the tender offers is
conditioned upon the receipt by Chesapeake of at least $1.6 billion in
gross proceeds from a public offering of one or more series of new
senior notes, the proceeds of which, along with cash on hand, will be
used to fund the purchase of the Notes in the tender offers. Each tender
offer is also subject to the satisfaction or waiver of certain other
conditions as set forth in the Offer to Purchase and Consent
Solicitation Statement in respect of the tender offers.
Following the payment for Notes validly tendered pursuant to the terms
of the tender offers, Chesapeake currently anticipates that it will, but
it is not obligated to, call for redemption any Notes that remain
outstanding following consummation of the tender offers.
This announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of an offer to sell securities with
respect to the Notes. The tender offers are only being made pursuant to
the terms of the Offer to Purchase and Consent Solicitation Statement
and the related Letter of Transmittal and Consent.
The complete terms and conditions of the tender offers are set forth in
an Offer to Purchase and Consent Solicitation Statement that is being
sent to holders of the Notes. Holders are urged to read the tender offer
documents carefully before making any decision with respect to the
tender offers and consent solicitations. Holders of Notes must make
their own decisions as to whether to tender their Notes and provide the
related consents, and if they decide to do so, the principal amount of
the Notes to tender.
Holders may obtain copies of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and Consent
from the Information Agent and Depositary for the tender offers, Global
Bondholder Services Corporation, at (212) 430-3774 (collect, for banks
and brokers only) and (866) 952-2200 (toll free).
Credit Suisse Securities (USA) LLC is the Dealer Manager for the tender
offers and Solicitation Agent for the consent solicitations. Questions
regarding the tender offers and consent solicitations may be directed to
Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) and
(212) 325-5912 (collect).
None of Chesapeake, the Dealer Manager and Solicitation Agent, the
Information Agent and Depositary or any other person makes any
recommendation as to whether holders of Notes should tender their Notes
or provide the related consents, and no one has been authorized to make
such a recommendation.
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.
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