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): May 5, 2011 (May 2, 2011)

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 May 4, 2011, Chesapeake Energy Corporation (the “Company”) issued a press release announcing that Aubrey K. McClendon, the Company’s Chief Executive Officer, has been named to the Forbes “CEO 20-20 Club”.  The press release is attached as Exhibit 99.1 to this Current Report.

Section 8 – Other Events

Item 8.01 Other Events.

On May 2, 2011, the Company issued a press release announcing the expiration of its previously announced cash tender offers for any and all of its outstanding 7.625% Senior Notes due 2013, 6.250% Euro-denominated Senior Notes due 2017, 6.875% Senior Notes due 2018, 7.250% Senior Notes due 2018 and 6.625% Senior Notes due 2020.  In addition, the press release announced the extension and increase of the series maximums with respect to the cash tender offers for the Company’s outstanding 9.500% Senior Notes due 2015 and 6.500% Senior Notes due 2017.  The press release is attached as Exhibit 99.2 to this Current Report

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.  See "Index to Exhibits" 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:           May 5, 2011

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated May 4, 2011 – “CEO 20-20 Club”
99.2	Chesapeake Energy Corporation press release dated May 2, 2011 – Senior notes tender offer

EX-99.1

Exhibit 99.1

News Release
FOR IMMEDIATE RELEASE
MAY 4, 2011

FORBES NAMES CHESAPEAKE’S CEO TO THE ELITE “CEO 20-20 CLUB”

OKLAHOMA CITY, OKLAHOMA, MAY 4, 2011 – Aubrey K. McClendon, CEO of Chesapeake Energy Corporation (NYSE:CHK) since its founding 22 years ago, was recently named to the Forbes “CEO 20-20 Club”, a prestigious group of eight American chief executives who have a minimum of 20 years of service as CEO and produced at least 20% annual returns to shareholders during their tenure as calculated by Forbes.  The table below provides a summary of the eight CEOs included on the “CEO 20-20 Club” list.

CEO	Company	Tenure                 (Years As CEO)	Annualized Total Return During Tenure (%)
Leslie H. Wexner	Limited Brands	48	20
Warren E. Buffett	Berkshire Hathaway	41	24
Lawrence J. Ellison	Oracle	34	29
Howard Solomon	Forest Labs	34	23
Peter J. Rose	Expeditors Int	23	23
Laurence D. Fink	BlackRock	23	27
Aubrey K. McClendon	Chesapeake Energy	22	20
Steve Sanghi	Microchip Technology	20	27

McClendon commented, “It is a great honor to be included in the company of these exceptionally talented and accomplished CEOs.  I would like to thank my fellow 10,000 plus Chesapeake employees, our Board of Directors and our shareholders for their help and support along the way.  Notwithstanding the company’s success over the past 22 years, I am confident our next 22 years will see continued value creation for our shareholders.  Chesapeake is very well positioned for a world that is increasingly hungry for the affordability and cleanliness of American natural gas and also for the reliability and value of domestic oil – we control vast resources of both fuels and look forward to developing them very profitably for decades to come.”

Chesapeake Energy Corporation 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, Mississippian, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets.  Chesapeake’s stock is listed on the New York Stock Exchange under the symbol CHK.  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and press releases.

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

EX-99.2

Exhibit 99.2

News Release
FOR IMMEDIATE RELEASE
MAY 2, 2011

CHESAPEAKE ENERGY CORPORATION ANNOUNCES EXPIRATION OF CASH

TENDER OFFERS ON SENIOR NOTES AND AN EXTENSION OF TENDER

OFFERS FOR CERTAIN OTHER SENIOR NOTES

OKLAHOMA CITY, OKLAHOMA, MAY 2, 2011 – Chesapeake Energy Corporation (NYSE:CHK) today announced the expiration and final results of its previously announced cash tender offers to purchase a portion of the outstanding principal amount of each series of its senior notes listed in Table 1 below (collectively, the “Notes”). The tender offers for the Notes expired at 11:59 P.M., New York City time, on April 29, 2011.  An aggregate of $393,638,000in principal amount of the dollar-denominated Notes and €255,835,000 in principal amount of the euro-denominated Notes was validly tendered and accepted for purchase in the tender offers.  Chesapeake expects the final settlement of the tender offers for the Notes to occur today, except with regard to the 6.250% Euro-denominated Senior Notes due 2017, which Chesapeake expects will occur tomorrow, May 3, 2011.

Table 1

Notes	CUSIP Number/ISIN Number/ Common Code	Principal Amount Outstanding		Series Maximum		Principal Amount Tendered		Principal Amount Accepted for Purchase
7.625% Senior Notes due 2013	165167BY2	$	500,000,000	$	100,000,000	$	35,890,000	$	35,890,000
6.250% Euro- denominated Senior Notes due 2017(1)	027393390 (ISIN: XS0273933902)		€600,000,000		€253,690,000		€255,835,000		€255,835,000
6.875% Senior Notes due 2018	165167CE5	$	600,000,000	$	150,000,000	$	126,332,000	$	126,332,000
7.250% Senior Notes due 2018	165167CC9	$	800,000,000	$	200,000,000	$	131,416,000	$	131,416,000
6.625% Senior Notes due 2020	165167CF2	$	1,400,000,000	$	100,000,000	$	531,816,000	$	100,000,000

(1) Chesapeake accepted an additional amount of the 6.250% Euro-denominated Senior Notes due 2017 not in excess of two percent of the principal amount outstanding of such series of Notes, as permitted by Rule 14e-1(b) under the Securities Exchange Act of 1934.

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

The tender offers for the Notes were made pursuant to the terms of an Offer to Purchase dated April 4, 2011 (as amended, the "Offer to Purchase") and the related Letter of Transmittal.  The table above sets forth the principal amount of each series of Notes that Chesapeake offered to purchase in the column entitled "Series Maximum," the principal amount of each series of Notes that was tendered and the principal amount of each series of Notes that was accepted for purchase.  If the principal amount of Notes tendered for any series exceeds the applicable series maximum for such series of Notes (or, in the case of the 6.250% Euro-denominated Senior Notes due 2017, the increased principal amount being accepted for purchase), Chesapeake accepted tendered Notes of such series on a pro rata basis, as more fully set forth in the Offer to Purchase.

Chesapeake also announced that it has increased the tender offer Series Maximums with respect to its 9.500% Senior Notes due 2015 and its 6.500% Senior Notes due 2017 (together, the "Extended Notes").  Table 2 below sets forth the principal amount of each series of Extended Notes that had been validly tendered (and not validly withdrawn) as of 11:59 P.M., New York City time, on April 29, 2011, the principal amount of each series of Extended Notes that Chesapeake originally offered to purchase and the increased principal amount of eachseries of Extended Notes that Chesapeake is offering to purchase in the columns entitled "Principal Amount Tendered," “Original Series Maximum” and “Revised Series Maximum,” respectively.

Table 2

Extended Notes	CUSIP Number	Principal Amount Outstanding		Principal Amount Tendered		Original Series Maximum		Revised Series Maximum		Purchase Price(1)
9.500% Senior Notes due 2015	165167CD7	$	1,425,000,000	$	138,435,000	$	100,000,000	$	138,435,000	$	1,190.00
6.500% Senior Notes due 2017	165167BS5	$	1,100,000,000	$	438,961,000	$	150,000,000	$	438,961,000	$	1,090.00

(1) Per $1,000 in principal amount of Extended Notes validly tendered (and not validly withdrawn) and accepted for purchase in the tender offers, excluding accrued and unpaid interest from the last interest payment date, which will be paid in addition to the Purchase Price to, but not including, the revised settlement date, which Chesapeake expects will be May 16, 2011.  Holders who validly tendered (and did not validly withdraw) Extended Notes before 5:00 p.m., New York City time, on April 15, 2011, which was the early tender deadline, and whose Extended Notes are accepted for purchase by Chesapeake, will receive an additional early tender premium of $20 per $1,000 in principal amount of Extended Notes.

Due to the increase in Series Maximums, the expiration date for the tender offers for the Extended Notes has been extended to 11:59 p.m., New York City time, on May 13, 2011.  Chesapeake reserves the right to further increase the Series Maximum for each series of the Extended Notes at any time on or before the expiration date.  No withdrawal rights have been reinstated with respect to either series of the Extended Notes.  The tender offers for the Extended Notes are also being made pursuant to the Offer to Purchase and the related Letter of Transmittal.

Global Bondholder Services Corporation serves as the Depositary and Information Agent for the tender offers for the Extended Notes.  Holders may obtain copies of the Offer to Purchase and the related Letter of Transmittal from Global Bondholder Services Corporation at (212) 430-3774 (collect, for banks and brokers only) and (866) 470-4200 (toll free).

Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and RBS Securities Inc. serve as the Dealer Managers for the tender offers.  Questions regarding the tender offers may be directed to the Dealer Managers at the addresses and telephone numbers set forth below:

Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Attn: Liability Management Group   By Telephone:  (855) 287-1922 (toll free) (212) 250-7527 (collect) + 44 (0) 20 7545 8011 (London) Citigroup Global Markets Inc. 390 Greenwich St., 1st Floor New York, NY 10013 Attn: Liability Management Group   By Telephone: (800) 558-3745 (toll free) (212) 723-6106 (collect) +44 (0) 20 7986 8969 (London) RBS Securities Inc. 600 Washington Blvd. Stamford, CT  06901 Attn: Liability Management Group   By Telephone: (877) 297-9832 (toll free) (203) 897-6145 (collect) +44 (0) 20 7085 4634 (London)

This announcement is not an offer to purchase or a solicitation of an offer to sell the Notes, the Extended Notes or any other securities.  The tender offers are made solely pursuant to the Offer to Purchase and the related Letter of Transmittal.

This news release contains forward-looking statements, including the anticipated settlement dates of the tender offers.  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. See the “Risk Factors” discussion in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the U.S. Securities and Exchange Commission on March 1, 2011 for a discussion of risk factors that affect our business.  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 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, Mississippian, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets.  Chesapeake’s stock is listed on the New York Stock Exchange under the symbol CHK.  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and press releases.