-----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, NdF0iV4CJ8fCXVv/DZDgWIruX3gj3z6Z6g73k+m0OT1DSjXlgFLIiteDRCAmGqCi kQOcGwguFYmcGHCt3oHLZA== 0000895126-05-000237.txt : 20051103 0000895126-05-000237.hdr.sgml : 20051103 20051103101411 ACCESSION NUMBER: 0000895126-05-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20051101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 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: 051175379 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 chk1102058kofferings.htm SENIOR NOTES AND PREFERRED STOCK OFFERINGS

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 3, 2005 (November 1, 2005)


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 8 – Other Events

 

Item 8.01 Other Events.

 

On November 1, 2005, Chesapeake Energy Corporation issued three press releases announcing (a) a private offering of $400 million of a new issue of senior notes due 2020, (b) a private offering of $500 million of new series cumulative convertible preferred stock, and (c) a private offering of $600 million of a new issue of senior unsecured contingent convertible notes due 2035. These press releases are attached hereto as exhibits 99.1, 99.2 and 99.3 respectively. On November 2, 2005, Chesapeake issued press releases announcing the pricing of the offerings. These press releases are attached hereto as exhibits 99.4, 99.5, and 99.6.

 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

 

 

 

(c)

Exhibits

 

 

 

Exhibit No.

 

Document Description

 

 

 

 

99.1

 

Press release announcing private offering of $400 million of senior notes

99.2

 

Press release announcing private offering of $500 million of cumulative convertible preferred stock

99.3

 

Press release announcing private offering of $600 million of senior contingent convertible notes

99.4

 

Press release announcing pricing of private offering of senior notes

99.5

 

Press release announcing pricing of private offering of cumulative convertible preferred stock

99.6

 

Press release announcing pricing of private offering of senior contingent convertible notes

 

 

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

 

 

Date:

November 3, 2005

 

 

3

 

 

 

EXHIBIT INDEX

Exhibit No.

 

Document Description

 

 

 

 

 

 

 

99.1

 

Press release announcing private offering of $400 million of senior notes

 

 

99.2

 

Press release announcing private offering of $500 million of cumulative convertible preferred stock

 

 

99.3

 

Press release announcing private offering of $600 million of senior contingent convertible notes

 

 

99.4

 

Press release announcing pricing of private offering of senior notes

 

 

99.5

 

Press release announcing pricing of private offering of cumulative convertible preferred stock

 

 

99.6

 

Press release announcing pricing of private offering of senior contingent convertible notes

 

 

 

 

 

4

 

 

 

EX-99 2 chk110205exh991.htm PRESS RELEASE_$400 MILLION OF SENIOR NOTES

Exhibit 99.1

 

 


N e w s R e l e a s e

 

 

Chesapeake Energy Corporation

P. O. Box 18496

Oklahoma City, OK 73154

 

FOR IMMEDIATE RELEASE

NOVEMBER 1, 2005

CONTACTS:

 

JEFFREY L. MOBLEY, CFA

VICE PRESIDENT-

INVESTOR RELATIONS AND RESEARCH

(405) 767-4763

 

MARC ROWLAND

EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

(405) 879-9232

 

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES

PRIVATE OFFERING OF $400 MILLION SENIOR NOTES

 

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 1, 2005 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a private placement offering to eligible purchasers of $400 million of a new issue of senior notes due 2020. 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 from the offering, together with proceeds from concurrent private offerings of cumulative convertible preferred stock and senior contingent convertible notes, to partially fund its recently announced acquisition of Columbia Natural Resources, LLC for $2.2 billion in cash.

The 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.

 

Pro forma for its acquisition of Columbia Natural Resources, LLC and its affiliates, 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 property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and, most recently, the Appalachian Basin regions of the United States.

 

 

 

 

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Exhibit 99.2

 

 


N e w s R e l e a s e

 

 

Chesapeake Energy Corporation

P. O. Box 18496

Oklahoma City, OK 73154

 

FOR IMMEDIATE RELEASE

NOVEMBER 1, 2005

CONTACTS:

 

JEFFREY L. MOBLEY, CFA

VICE PRESIDENT-

INVESTOR RELATIONS AND RESEARCH

(405) 767-4763

 

MARC ROWLAND

EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

(405) 879-9232

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRIVATE OFFERING OF

$500 MILLION CUMULATIVE CONVERTIBLE PREFERRED STOCK

 

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 1, 2005 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a private placement offering to eligible purchasers of $500 million of a new series of its cumulative convertible preferred stock with a liquidation preference of $100 per share. The offering is expected to be eligible for resale under Rule 144A. The private offering, which is subject to market and other conditions, will be made only to qualified institutional buyers.

Chesapeake intends to use the net proceeds of the offering, together with proceeds from concurrent private offerings of senior notes and senior contingent convertible notes, to partially fund its recently announced acquisition of Columbia Natural Resources, LLC for $2.2 billion in cash.

The company also intends to grant a 30-day option to the initial purchasers to purchase a maximum of $75 million in additional shares of convertible preferred stock.

 

The preferred stock has 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 preferred stock.

 

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.

 

Pro forma for its acquisition of Columbia Natural Resources, LLC and its affiliates, 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 property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and, most recently, the Appalachian Basin regions of the United States.

 

 

 

 

EX-99 5 chk110205exh993.htm PRESS RELEASE_$600 MILLION SR CONTIN CONV NOTES

Exhibit 99.3

 

 


N e w s R e l e a s e

 

 

Chesapeake Energy Corporation

P. O. Box 18496

Oklahoma City, OK 73154

 

FOR IMMEDIATE RELEASE

NOVEMBER 1, 2005

CONTACTS:

 

JEFFREY L. MOBLEY, CFA

VICE PRESIDENT-

INVESTOR RELATIONS AND RESEARCH

(405) 767-4763

 

MARC ROWLAND

EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

(405) 879-9232

 

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRIVATE OFFERING

OF $600 MILLION SENIOR CONTINGENT CONVERTIBLE NOTES

 

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 1, 2005 – 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 unsecured contingent convertible notes due 2035. The notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and Chesapeake common stock. In general, upon conversion of a note, the holder of such note will receive cash equal to the principal amount of the note and common stock for the note’s conversion value in excess of such principal amount. 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 only to qualified institutional buyers.

Chesapeake intends to use the net proceeds from the offering, together with proceeds from concurrent private offerings of senior notes and cumulative convertible preferred stock, to partially fund its recently announced acquisition of Columbia Natural Resources, LLC for $2.2 billion in cash.

The company also intends to grant a 13-day over-allotment option to the initial purchasers to purchase a maximum of $90 million in additional senior unsecured contingent convertible notes to cover any over-allotments in the offering.

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.

 

Pro forma for its acquisition of Columbia Natural Resources, LLC and its affiliates, 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 property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and, most recently, the Appalachian Basin regions of the United States.

 

 

 

 

EX-99 6 chk110205exh994.htm PRESS RELEASE_PRICING OF SENIOR NOTES

Exhibit 99.4

 

 


N e w s R e l e a s e

 

 

Chesapeake Energy Corporation

P. O. Box 18496

Oklahoma City, OK 73154

 

FOR IMMEDIATE RELEASE

NOVEMBER 2, 2005

 

CONTACTS:

 

JEFFREY L. MOBLEY, CFA

VICE PRESIDENT-

INVESTOR RELATIONS AND RESEARCH

(405) 767-4763

 

MARC ROWLAND

EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

(405) 879-9232

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING

OF PRIVATE OFFERING OF 6.875% SENIOR NOTES DUE 2020

 

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 2, 2005 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its previously announced private offering of $400 million aggregate principal amount of senior notes due 2020, which will carry an interest rate of 6.875%. The senior notes were priced at 98.847% of par to yield 7.0% to maturity.

The closing of the senior notes offering is expected to occur on November 8, 2005 and is subject to the satisfaction of customary closing conditions.

Chesapeake intends to use the net proceeds from the offering, together with proceeds from concurrent private offerings of cumulative convertible preferred stock and contingent convertible senior notes due 2035, to partially fund its recently announced acquisition of Columbia Natural Resources, LLC for $2.2 billion in cash.

The new notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), 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. The notes will be eligible for resale under Rule 144A. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the 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.

 

Pro forma for its acquisition of Columbia Natural Resources, LLC and its affiliates, 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 property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and, most recently, the Appalachian Basin regions of the United States.

 

 

 

 

EX-99 7 chk110205exh995.htm PRESS RELEASE_PRICING OF PREFERRED STOCK

Exhibit 99.5

 

 


N e w s R e l e a s e

 

 

Chesapeake Energy Corporation

P. O. Box 18496

Oklahoma City, OK 73154

 

FOR IMMEDIATE RELEASE

NOVEMBER 2, 2005

CONTACTS:

 

JEFFREY L. MOBLEY, CFA

VICE PRESIDENT-

INVESTOR RELATIONS AND RESEARCH

(405) 767-4763

jmobley@chkenergy.com

 

MARC ROWLAND

EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

(405) 879-9232

mrowland@chkenergy.com

 

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING OF PRIVATE OFFERING OF 5.0% CUMULATIVE CONVERTIBLE PREFERRED STOCK

 

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 2, 2005 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its previously announced private offering of $500 million of a series of 5.0% cumulative convertible preferred stock with a liquidation preference of $100 per share. Chesapeake has also granted the initial purchasers a 30-day option to purchase up to $75 million in additional shares of convertible preferred stock.

 

The closing of the preferred stock offering is expected to occur on November 8, 2005 and is subject to customary closing conditions.

 

The annual dividend on each share of preferred stock is $5.00 and is payable quarterly when, as and if declared by the company, in cash, common stock or a combination thereof, in arrears to holders of record as of the first day of the payment month, each February 15, May 15, August 15 and November 15 commencing February 15, 2006. The preferred stock will not be redeemable.

 

Each share of preferred stock will be convertible at any time at the option of the holder into approximately 2.5595 shares of Chesapeake common stock, which is based on an initial conversion price of $39.07 per common share. The conversion price is subject to customary adjustments in certain circumstances. The preferred stock will be subject to mandatory conversion after November 15, 2010 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.

 

 

 

 

Chesapeake intends to use the net proceeds from the offering, together with proceeds from concurrent private offerings of senior notes and contingent convertible senior notes, to partially fund its recently announced acquisition of Columbia Natural Resources, LLC for $2.2 billion in cash.

 

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”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws. The preferred stock will be eligible for resale under Rule 144A. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the preferred stock or the underlying common stock.

 

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.

 

Pro forma for its acquisition of Columbia Natural Resources, LLC and its affiliates, 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 property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and, most recently, the Appalachian Basin regions of the United States.

 

 

2

 

 

 

EX-99 8 chk110205exh996.htm PRESS RELEASE_PRICING OF SR CONTIN CONV NOTES

Exhibit 99.6

 

 


N e w s R e l e a s e

 

 

Chesapeake Energy Corporation

P. O. Box 18496

Oklahoma City, OK 73154

 

FOR IMMEDIATE RELEASE

NOVEMBER 2, 2005

 

CONTACTS:

 

JEFFREY L. MOBLEY, CFA

VICE PRESIDENT -

INVESTOR RELATIONS AND RESEARCH

(405) 767-4763

 

MARC ROWLAND

EXECUTIVE VICE PRESIDENT

AND CHIEF FINANCIAL OFFICER

(405) 879-9232

 

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING OF PRIVATE OFFERING OF 2.75% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2035

 

OKLAHOMA CITY, OKLAHOMA, NOVEMBER 2, 2005 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its previously announced private offering of $600 million aggregate principal amount of contingent convertible senior notes due 2035. Chesapeake has also granted a 13-day over-allotment option to the initial purchasers to purchase up to $90 million in additional convertible notes solely to cover over-allotments, if any.

 

The notes will be convertible under certain circumstances into a combination of cash and Chesapeake common stock at an initial conversion price of $39.07 (subject to adjustment in certain circumstances), which is equivalent to an initial conversion rate of approximately 25.5951 common shares per $1,000 principal amount of convertible notes. In general, upon conversion of a convertible note, the holder will receive cash equal to the principal amount of the note and Chesapeake common stock for the note’s conversion value in excess of such principal amount.

 

The convertible notes will bear interest at a rate of 2.75% per annum and will also bear contingent interest in certain circumstances for periods after November 15, 2015. The convertible notes will mature on November 15, 2035 and may not be redeemed by Chesapeake prior to November 15, 2015. Holders of the convertible notes may require Chesapeake to repurchase some or all of the convertible notes on November 15, 2015, 2020, 2025 and 2030. The convertible notes will be senior unsecured obligations of Chesapeake.

The closing of the convertible notes offering is expected to occur on November 8, 2005, and is subject to the satisfaction of customary closing conditions.

 

 

 

 

Chesapeake intends to use the net proceeds from the offering, together with proceeds from concurrent private offerings of cumulative convertible preferred stock and senior notes, to partially fund its recently announced acquisition of Columbia Natural Resources, LLC for $2.2 billion in cash.

 

The convertible notes being sold by Chesapeake and the underlying common stock that may be issuable upon conversion will not be registered under the Securities Act of 1933, as amended (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 laws. The convertible notes will be eligible for resale under Rule 144A. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the notes or the underlying common stock.

 

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.

 

Pro forma for its acquisition of Columbia Natural Resources, LLC and its affiliates, 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 property acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast, Barnett Shale, Ark-La-Tex and, most recently, the Appalachian Basin regions of the United States.

 

 

2

 

 

 

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