-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8U1hhWkqrKCXhCO8kbBdFYIJM9WUDXfixXh4ODzFk9ynsyenCrJgKd4bi5V2JmX VYfB5/MS2kt4m5ZLKa2rRg== 0000895126-04-000188.txt : 20041201 0000895126-04-000188.hdr.sgml : 20041201 20041130180650 ACCESSION NUMBER: 0000895126-04-000188 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041130 ITEM INFORMATION: Other Events FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 041175482 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 8-K 1 chk11302004d.txt PRESS RELEASES 11-30-2004 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) - -------------------------------------------------------------------------------- NOVEMBER 30, 2004 (NOVEMBER 30, 2004) CHESAPEAKE ENERGY CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) OKLAHOMA 1-13726 73-1395733 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) 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 8 - OTHER EVENTS ITEM 8.01 - OTHER EVENTS On November 30, 2004, Chesapeake Energy Corporation issued press releases announcing a private offering of senior notes and a tender offer and consent solicitation for its 8.375% senior notes due 2008. These press releases are attached hereto as exhibits 99.1 and 99.2, respectively. ITEM 9.01 - EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press Release dated November 30, 2004 announcing private offering of senior notes 99.2 Press Release dated November 30, 2004 announcing tender offer and consent solicitation for 8.375% Senior Notes due 2008 2 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/ AUBREY K. MCCLENDON ------------------------------------ Aubrey K. McClendon Chairman of the Board and Chief Executive Officer Dated: November 30, 2004 3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press Release dated November 30, 2004 announcing private offering of senior notes 99.2 Press Release dated November 30, 2004 announcing tender offer and consent solicitation for 8.375% Senior Notes due 2008 4 EX-99 2 chk113004dex991.txt PRESS RELEASE_PRIVATE OFFERING OF SENIOR NOTES EXHIBIT 99.1 ------------ CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES OKLAHOMA CITY, OKLAHOMA, NOVEMBER 30, 2004 - Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a private placement offering to eligible purchasers of $600 million of a new issue of senior notes due 2015. The notes are expected to be eligible for resale under Rule 144A. The private offering, which is subject to market and other conditions, will be made within the United States only to qualified institutional buyers, and outside the United States only to non-U.S. investors under regulation S of the Securities Act of 1933. Chesapeake intends to use the net proceeds to fund its recently announced tender offer for all of its approximately $210 million outstanding 8.375% Senior Notes due 2008, to fund the recently announced acquisition of certain natural gas properties from Hallwood Energy Corporation, and to repay debt under its revolving bank credit facility. Remaining net proceeds from the offering will be used for general corporate purposes, including to fund costs of our drilling program and possible future acquisitions. The new notes have not been registered under the Securities Act of 1933 or applicable 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 announcement shall not constitute an offer to sell or a solicitation of an offer to buy the new notes. THIS DOCUMENT 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 INCLUDE ESTIMATES AND 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. CHESAPEAKE ENERGY CORPORATION IS THE SIXTH 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 PRODUCING PROPERTY ACQUISITIONS IN THE MID-CONTINENT, PERMIAN BASIN, SOUTH TEXAS, TEXAS GULF COAST AND ARK-LA-TEX REGIONS OF THE UNITED STATES. EX-99 3 chk113004dex992.txt PRESS RELEASE_TENDER OFFER 8.375% SR. NOTES EXHIBIT 99.2 ------------ CHESAPEAKE ENERGY CORPORATION ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS 8.375% SENIOR NOTES DUE 2008 OKLAHOMA CITY, OKLAHOMA, NOVEMBER 30, 2004 - Chesapeake Energy Corporation (NYSE: CHK) today announced that it is commencing a cash tender offer and consent solicitation (the "Offer") for any and all of its $209,815,000 aggregate principal amount of 8.375% Senior Notes due 2008 (the "Notes") (CUSIP No. 165167AV9). Holders who validly tender their Notes by 5:00 p.m., New York City time, on December 13, 2004 (the "Consent Date"), will receive the total consideration of $1,084.33, consisting of (i) the purchase price of $1,074.33 and (ii) the consent payment of $10.00 per $1,000 principal amount of Notes accepted for purchase. Holders who validly tender their Notes by the Consent Date will receive payment on the initial payment date, which is expected to be on or about December 14, 2004. The Offer is scheduled to expire at 12:00 midnight, New York City time, on December 28, 2004, unless extended (the "Expiration Date"). Holders who validly tender their Notes after the Consent Date and prior to the Expiration Date will receive the purchase price of $1,074.33 per $1,000 principal amount of Notes accepted for purchase. Payment for Notes tendered after the Consent Date will be made promptly after the Expiration Date. All holders whose Notes are accepted for payment will also receive accrued and unpaid interest up to, but not including, the applicable date of payment for the Notes. In connection with the Offer, the Company is soliciting consents to certain proposed amendments to eliminate substantially all of the restrictive covenants in the indenture governing the Notes. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. The Offer is subject to the satisfaction of certain conditions, including Chesapeake's receipt of tenders of Notes representing at least a majority in principal amount of the outstanding Notes and completion of a recently announced private offering of senior notes which will be used to finance the Offer. The terms of the Offer will be described in the Company's Offer to Purchase and Consent Solicitation Statement dated November 30, 2004, copies of which may be obtained from MacKenzie Partners, Inc., the information agent for the Offer, at (800) 322-2885 (US toll free) and (212) 929-5500 (collect). The Company has engaged Deutsche Bank Securities Inc. to act as dealer manager and solicitation agent in connection with the Offer. Questions regarding the Offer may be directed to Deutsche Bank Securities Inc., High Yield Capital Markets, at (800) 553-2826 (US toll-free) and (212) 250-7466 (collect). This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer will be made solely by the Offer to Purchase and Consent Solicitation Statement to be dated November 30, 2004. THIS DOCUMENT 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 INCLUDE ESTIMATES AND 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. CHESAPEAKE ENERGY CORPORATION IS THE SIXTH 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 PRODUCING PROPERTY ACQUISITIONS IN THE MID-CONTINENT, PERMIAN BASIN, SOUTH TEXAS, TEXAS GULF COAST AND ARK-LA-TEX REGIONS OF THE UNITED STATES. -----END PRIVACY-ENHANCED MESSAGE-----