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): October 31, 2011 (October 25, 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 8 – Other Events

Item 8.01 Other Events.

On October 25, 2011, Chesapeake Energy Corporation (“Chesapeake”) issued a press release announcing that its wholly owned subsidiary, Chesapeake Oilfield Operating, L.L.C. (“COO”), priced a $650 million private placement of senior notes due 2019 (the “Notes”). A copy of the press release is attached as Exhibit 99.1 to this Current Report.

On October 28, 2011, COO closed its issuance of the Notes.  The Notes bear interest at a rate of 6.625% per annum and are initially guaranteed by COO’s existing subsidiaries.  In connection with this issuance, COO and its subsidiaries were released from their guarantees and other credit support obligations that existed for the benefit of Chesapeake and its other subsidiaries, including Chesapeake’s senior notes, contingent convertible senior notes and corporate revolving bank credit facility.  The total assets of Chesapeake’s oilfield services subsidiaries were approximately $1.3 billion as of June 30, 2011.  For the six-month period ended June 30, 2011, Chesapeake’s oilfield services subsidiaries generated approximately $223 million of revenue and a net loss of $4 million.

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:           October 31, 2011

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated October 25, 2011 – Chesapeake Oilfield Operating, L.L.C. pricing of private placement of $650 Million of Senior Notes due 2019

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

OCTOBER 25, 2011

CHESAPEAKE ENERGY CORPORATION ANNOUNCES ITS WHOLLY OWNED

SUBSIDIARY, CHESAPEAKE OILFIELD OPERATING, L.L.C., HAS PRICED A

PRIVATE PLACEMENT OF $650 MILLION OF SENIOR NOTES DUE 2019

OKLAHOMA CITY, OKLAHOMA, OCTOBER 25, 2011 – Chesapeake Energy Corporation (NYSE:CHK) today announced its wholly owned subsidiary, Chesapeake Oilfield Operating, L.L.C. (the Company), priced a $650 million private placement of senior notes due 2019 (the Notes).  The Notes will bear interest at a rate of 6.625% per annum.  The closing of the placement is expected to occur on October 28, 2011 and is subject to customary closing conditions.

The Company intends to use the net proceeds from the placement to repay an intercompany note between its direct parent, Chesapeake Oilfield Services, L.L.C., and Chesapeake Operating, Inc., a direct subsidiary of Chesapeake Energy Corporation.

The Notes were placed inside the U.S. to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the U.S. to non-U.S. persons in reliance on Regulation S under the Securities Act.

The Notes and the guarantees thereof have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.

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, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries or affiliates Chesapeake Midstream Partners, L.P. (NYSE:CHKM), Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C.  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	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 press release includes forward-looking statements that relate to, among other things, the placement and expected closing of the Notes and the expected use of proceeds from such placement.  Forward-looking statements give our current expectations or forecasts of future events.  We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update this information.  Although we believe the expectations and forecasts reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to be correct.  They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.