8-K

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): February 17, 2012 (February 13, 2012)

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, Oklahoma	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):

*           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))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

 On February 13, 2012, Chesapeake Energy Corporation (the “Company”) issued a press release providing details on its financial plan for 2012.  A copy of this press release is attached as Exhibit 99.1 to this Current Report.

Section 8 – Other Events

Item 8.01 Other Events.

On February 13, 2012, the Company issued a press release announcing a public offering of $1 billion principal amount of senior notes due 2019. A copy of the press release is attached as Exhibit 99.2 to this Current Report.

On February 13, 2012, the Company issued a press release announcing the pricing of the previously announced public offering of $1.3 billion principal amount of senior notes due 2019.  The offering was increased from a previously announced offering size of $1.0 billion.  A copy of this press release is attached to this Current Report as Exhibit 99.3.

On February 16, 2012, the Company closed the public offering of $1.3 billion principal amount of senior notes due 2019, which will carry an interest rate of 6.775% per annum. The senior notes were priced at 98.75% of par to yield 7%. The offering resulted in net proceeds to Chesapeake of $1.26 billion after deducting underwriting discounts and commissions.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.  See "Exhibit Index" attached to this Current Report on Form 8-K, which is incorporated by reference herein.

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
By:	/s/ JENNIFER M. GRIGSBY
	Jennifer M. Grigsby Senior Vice President, Treasurer and Corporate Secretary

Date:                      February 17, 2012

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated February 13, 2012 – Financial plan details
99.2	Chesapeake Energy Corporation press release dated February 13, 2012 – Offering of $1 billion of senior notes due 2019
99.3	Chesapeake Energy Corporation press release dated February 13, 2012 – Pricing of $1.3 billion of senior notes due 2019

EX-99.1

Exhibit 99.1

News Release
FOR IMMEDIATE RELEASE
FEBRUARY 13, 2011

CHESAPEAKE ENERGY CORPORATION PROVIDES DETAILS ON

ITS FINANCIAL PLAN FOR 2012

Company Targets $10-12 Billion in Asset Monetizations During the Year

OKLAHOMA CITY, OKLAHOMA, FEBRUARY 13, 2012 – Chesapeake Energy Corporation (NYSE:CHK) today provided details on its financial plan to fully fund the company’s anticipated capital expenditures during 2012 and provide additional liquidity for 2013.  The company is also projecting that its rapidly increasing liquids production will enable it in 2014 to reach equilibrium between its cash flow from operations and its planned drilling and completion capital expenditures.  

First, Chesapeake anticipates receiving total proceeds in the next 60 days of approximately $2 billion in two separate transactions.  The company plans to complete a volumetric production payment on its Texas Panhandle Granite Wash assets and a financial transaction (similar to the company’s recent CHK Utica financial transaction) by a new unrestricted subsidiary formed to hold a portion of Chesapeake’s assets in Ellis and Roger Mills counties, Oklahoma, in the Cleveland and Tonkawa plays.

In addition, the company is pursuing joint venture transactions in its Mississippi Lime and Permian Basin plays where it owns 1.8 million and 1.5 million net acres of leasehold, respectively.  Chesapeake has also recently received industry inquiries about a complete exit from the Permian Basin and today is announcing that it may consider a 100% sale of its Permian Basin assets if it receives a compelling offer.  Chesapeake’s acreage ownership in the Permian Basin is one of the six largest in the Permian Basin, with leading positions in the Bone Spring, Avalon, Wolfcamp and Wolfberry plays.  Chesapeake’s assets in the Permian Basin represent approximately 5% of the company’s total net proved reserves and current production.  Chesapeake believes the Mississippi Lime joint venture, a Permian Basin transaction and various other minor asset sales could result in cash proceeds to Chesapeake of approximately $6-8 billion in 2012.  The company is targeting completion of these transactions by the end of the 2012 third quarter.

Furthermore, Chesapeake anticipates monetization proceeds of approximately $2 billion during 2012 involving a portion of its midstream assets, service company assets and miscellaneous investments, bringing estimated total monetization cash proceeds in 2012 to $10-12 billion.  These proceeds are substantially in excess of the difference between the company’s expected cash flow from operations and its planned capital expenditures and would allow the company to achieve its previously announced debt reduction goals while providing additional financial strength during this current period of low U.S. natural gas prices.  

Finally, as part of its ongoing liability management strategy, Chesapeake today announced plans to issue $1 billion of Senior Notes due 2019 in a public offering, the proceeds of which will be used to refinance or partially refinance other shorter dated maturities later in the year and for general corporate purposes.  Chesapeake affirms its goal to reduce its long-term debt to no more than $9.5 billion at December 31, 2012 and anticipates achieving investment grade metrics of net long-term debt per thousand cubic feet of natural gas equivalent proved reserves of less than $0.50 and net long-term debt to total capitalization of less than 35% by year-end 2012.  Chesapeake plans to provide updated production and capital expenditure forecasts in conjunction with the release of its 2011 fourth quarter and full year financial and operational results on February 21, 2012.  

INVESTOR CONTACTS:		MEDIA CONTACTS:		CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA	John J. Kilgallon	Michael Kehs	Jim Gipson	6100 North Western Avenue
(405) 767-4763	(405) 935-4441	(405) 935-2560	(405) 935-1310	P.O. Box 18496
jeff.mobley@chk.com	john.kilgallon@chk.com	michael.kehs@chk.com	jim.gipson@chk.com	Oklahoma City, OK 73154

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a Top 15 producer of oil and natural gas liquids 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, Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and in the Granite Wash, Cleveland, Tonkawa, Mississippi Lime, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Three Forks/Bakken and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate Chesapeake Midstream Partners, L.P. (NYSE:CHKM).  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

This news 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.  Forward-looking statements give our current expectations or forecasts of future events.  They include assumptions regarding future estimated debt levels and credit metrics, projected cash flows and liquidity, anticipated asset monetizations, sales, joint ventures and strategic investment transactions, achievement of our debt reduction goal and our ability to fund our capital expenditures.  While we expect that the proceeds from the transactions described in this news release will be sufficient to fund our capital expenditures, we do not have binding agreements for any of these transactions, and our ability to consummate each of these transactions and their timing are subject to market conditions and other factors.  Furthermore, achieving our proved reserve target depends on the success of our drilling program, commodity prices throughout the year and other factors beyond our control.  Although Chesapeake believes the expectations and forecasts reflected in these forward-looking statements are reasonable, it can give no assurance they will prove to have been correct.  They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.  For a discussion of the risks that could cause actual results to differ from those projected, please see the "Risks Factors" discussion in the prospectus supplement we filed today with the U.S. Securities and Exchange Commission.  We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information.

EX-99.2

Exhibit 99.2

News Release
FOR IMMEDIATE RELEASE
FEBRUARY 13, 2011

CHESAPEAKE ENERGY CORPORATION ANNOUNCES $1.0 BILLION

OFFERING OF SENIOR NOTES DUE 2019

OKLAHOMA CITY, OKLAHOMA, February 13, 2012 - Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a public offering of $1.0 billion of Senior Notes due 2019. Chesapeake intends to use the net proceeds from the offering for general corporate purposes. Pending such use, Chesapeake plans to use the net proceeds from the offering to repay amounts outstanding under its revolving bank credit facility, which it anticipates reborrowing from time to time to meet capital expenditure initiatives.

The notes are being offered pursuant to a shelf registration statement filed August 3, 2010 with the U.S. Securities and Exchange Commission. Chesapeake intends to list the notes on the New York Stock Exchange after issuance. BofA Merrill Lynch and Morgan Stanley & Co. LLC will act as lead book-running managers for the notes offering. Copies of the prospectus relating to the offering may be obtained from BofA Merrill Lynch at 4 World Financial Center, 7th Floor, New York, NY 10080, attention: Prospectus Department, by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@baml.com or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor New York, NY 10014, by telephone at (866) 718-1649 or by email at prospectus@morganstanley.com. An electronic copy of the preliminary prospectus supplement will be available on the website of the Securities and Exchange Commission at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

This news 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 expected consummation of the offering described and the use of proceeds. Forward-looking statements give our current expectations or forecasts 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. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a Top 15 producer of oil and natural gas liquids 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, Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and in the Granite Wash, Cleveland, Tonkawa, Mississippi Lime, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Frontier, Codell, Three Forks/Bakken and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate Chesapeake Midstream Partners, L.P. (NYSE:CHKM).  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

INVESTOR CONTACTS:		MEDIA CONTACTS:		CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA	John J. Kilgallon	Michael Kehs	Jim Gipson	6100 North Western Avenue
(405) 767-4763	(405) 935-4441	(405) 935-2560	(405) 935-1310	P.O. Box 18496
jeff.mobley@chk.com	john.kilgallon@chk.com	michael.kehs@chk.com	jim.gipson@chk.com	Oklahoma City, OK 73154

EX-99.3

Exhibit 99.3

News Release
FOR IMMEDIATE RELEASE
FEBRUARY 13, 2011

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING OF

OFFERING OF $1.3 BILLION OF SENIOR NOTES DUE 2019

OKLAHOMA CITY, OKLAHOMA, FEBRUARY 13, 2012 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its previously announced public offering of $1.3 billion principal amount of Senior Notes due 2019, which will carry an interest rate of 6.775% per annum. The senior notes were priced at 98.75% of par to yield 7%. The offering was increased from a previously announced offering size of $1.0 billion, resulting in net proceeds to Chesapeake of $1.26 billion after deducting underwriting discounts and commissions. Chesapeake expects the issuance and delivery of the senior notes to occur on February 16, 2012, subject to customary closing conditions.

Chesapeake intends to use the net proceeds from the offering for general corporate purposes. Pending such use, Chesapeake plans to use the net proceeds from the offering to repay amounts outstanding under its revolving bank credit facility, which it anticipates reborrowing from time to time to meet capital expenditure initiatives.

The notes were offered pursuant to an effective shelf registration statement filed August 3, 2010 with the U.S. Securities and Exchange Commission. Chesapeake intends to list the notes on the New York Stock Exchange after issuance. BofA Merrill Lynch, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC and RBS Securities Inc. acted as joint book-running managers for the offering.  Copies of the prospectus relating to the offering may be obtained from BofA Merrill Lynch at 4 World Financial Center, 7th Floor, New York, NY 10080, attention: Prospectus Department, by telephone at 1-800-294-1322 or by email at dg.prospectus_requests@baml.com or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor New York, NY 10014, by telephone at (866) 718-1649 or by email at prospectus@morganstanley.com. An electronic copy of the preliminary prospectus supplement is available on the website of the Securities and Exchange Commission at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a Top 15 producer of oil and natural gas liquids 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, Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and in the Granite Wash, Cleveland, Tonkawa, Mississippi Lime, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Frontier, Codell, Three Forks/Bakken and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate Chesapeake Midstream Partners, L.P. (NYSE:CHKM).  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

INVESTOR CONTACTS:		MEDIA CONTACTS:		CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA	John J. Kilgallon	Michael Kehs	Jim Gipson	6100 North Western Avenue
(405) 767-4763	(405) 935-4441	(405) 935-2560	(405) 935-1310	P.O. Box 18496
jeff.mobley@chk.com	john.kilgallon@chk.com	michael.kehs@chk.com	jim.gipson@chk.com	Oklahoma City, OK 73154

This news 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 expected consummation of the offering described and the use of proceeds.  Forward-looking statements give our current expectations or forecasts 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. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information.