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 12, 2011 (May 9, 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 9, 2011, Chesapeake Energy Corporation issued a press release announcing the closing of a recapitalization of privately held Frac Tech Holdings, LLC.  A copy of the press release is attached as Exhibit 99.1 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 12, 2011

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated May 9, 2011 – Frac Tech recapitalization

EX-99.1

Exhibit 99.1

News Release
FOR IMMEDIATE RELEASE
MAY 9, 2011

CHESAPEAKE ENERGY CORPORATION, TEMASEK HOLDINGS AND

RRJ CAPITAL CLOSE RECAPITALIZATION OF FRAC TECH HOLDINGS, LLC

Temasek and RRJ Capital Consortium Acquire Co-Founders’ 70% Stake;

As Part of Transaction, Chesapeake Receives $200 Million Cash Distribution

and Increases Equity Stake to 30% from 26%; Company Believes its

Stake Likely Worth at Least $1.5 Billion by Year-end 2011

OKLAHOMA CITY, OKLAHOMA, MAY 9, 2011 – Chesapeake Energy Corporation (NYSE:CHK) today announced the completion of a recapitalization of privately held Frac Tech Holdings, LLC.  In the transaction, Chesapeake supported a consortium of investors that included Maju Investments (Mauritius) Pte Ltd, a wholly owned investment holding company of Temasek Holdings (Private) Limited (Temasek), and RRJ Capital in their acquisition of the outstanding equity of Frac Tech.  In the recapitalization, Chesapeake received a cash distribution of approximately $200 million and increased its ownership to 30%.  Approximately $1.7 billion of debt financing was arranged to partially fund the consortium's acquisition and the distribution to Chesapeake.  Chesapeake’s net investment in Frac Tech now has a cost basis of approximately $115 million and the company believes its investment will be worth at least $1.5 billion by year-end 2011 based on prevailing market comparables and company estimates.

Frac Tech, based in Fort Worth, Texas, is the fourth-largest provider of well stimulation services to the U.S. E&P industry with approximately 1.25 million horsepower currently in service.  The company plans to have 1.6 million horsepower in service by year-end 2011.  Chesapeake and Temasek will each appoint two of the five seats on Frac Tech’s Board and RRJ Capital will appoint the remaining seat.  Chesapeake CEO Aubrey K. McClendon and Chesapeake CFO Domenic J. Dell’Osso will be Chesapeake’s Frac Tech Board representatives.  Marcus C. Rowland, Frac Tech’s President and CFO, has now become Frac Tech’s CEO.

McClendon commented, “We are very pleased to have been an early investor in 2006 in this highly successful company.  It has been an honor to assist our friends at Temasek and RRJ Capital in their recap of Frac Tech, and we are very excited about the value creation capabilities of Frac Tech in the years to come.  We look forward to continuing to directly benefit from the financial hedge of our drilling and completion costs that our ownership in Frac Tech provides.”

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

Bank of America Merrill Lynch and Citigroup served as financial advisors to Chesapeake, Temasek and RRJ Capital and arranged the transaction financing.  Commercial Law Group, P.C. and Wachtell, Lipton, Rosen & Katz acted as legal advisors to Chesapeake.  Jones Day acted as legal advisor to Temasek.

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, Three Forks/Bakken 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.