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Variable Interest Entities
9 Months Ended
Sep. 30, 2012
Text Block [Abstract]  
Variable Interest Entities
Variable Interest Entities
We consolidate the activities of VIEs of which we are the primary beneficiary. The primary beneficiary of a VIE is that variable interest holder possessing a controlling financial interest through (i) its power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) its obligation to absorb losses or its right to receive benefits from the VIE that could potentially be significant to the VIE. In order to determine whether we own a variable interest in a VIE, we perform qualitative analysis of the entity’s design, organizational structure, primary decision makers and relevant agreements.
Consolidated VIEs
Chesapeake Granite Wash Trust. For a discussion of the formation, operations and presentation of the Trust, please see Noncontrolling Interests in Note 6. The Trust is considered a VIE due to the lack of voting or similar decision-making rights by its equity holders regarding activities that have a significant effect on the economic success of the Trust. Our ownership in the Trust and our obligations under the development agreement and related drilling support lien constitute variable interests. We have determined that we are the primary beneficiary of the Trust as (i) we have the power to direct the activities that most significantly impact the economic performance of the Trust via our obligations to perform under the development agreement, and (ii) as a result of the subordination and incentive thresholds applicable to the subordinated units we hold in the Trust, we have the obligation to absorb losses and the right to receive residual returns that could potentially be significant to the Trust. As a result, we consolidate the Trust in our financial statements and the common units of the Trust owned by third parties are reflected as a noncontrolling interest.
The Trust is a consolidated entity whose legal existence is separate from Chesapeake and our other consolidated subsidiaries and the Trust is not a guarantor of any of Chesapeake’s debt. The creditors or beneficial holders of the Trust have no recourse to the general credit of Chesapeake; however, we have certain obligations to the Trust through the development agreement that are secured by a drilling support lien on our retained interest in the development wells up to a specified maximum amount recoverable by the Trust, which could result in the Trust acquiring all or a portion of our retained interest in the undeveloped portion of an area of mutual interest, if we do not meet our drilling commitment. In consolidation, as of September 30, 2012, approximately $445 million of net natural gas and oil properties, $20 million of current liabilities, $1 million of cash and cash equivalents, $5 million of short-term derivative liabilities and $3 million of long-term derivative liabilities were attributable to the Trust. We have presented parenthetically on the face of the condensed consolidated balance sheets the assets of the Trust that can be used only to settle obligations of the Trust and the liabilities of the Trust for which creditors do not have recourse to the general credit of Chesapeake.
Cardinal Gas Services, L.L.C. We own an approximate 66% interest in Cardinal, a consolidated unrestricted non-guarantor midstream subsidiary (see Note 6 under Noncontrolling Interests for further discussion). Cardinal is considered a VIE because its total equity at risk, as of September 30, 2012, is not sufficient to permit it to finance its activities without additional subordinated financial support. It is expected that we, along with the other equity partners, will make regular capital contributions to Cardinal for our proportionate share of its capital costs. This VIE is consolidated since we have a controlling interest in the VIE through voting rights. In consolidation, as of September 30, 2012, approximately $14 million of current assets, $121 million of net natural gas gathering systems and treating plants and $31 million of current liabilities were attributable to Cardinal, which we have presented parenthetically on the face of the condensed consolidated balance sheets as held for sale.
Unconsolidated VIEs
Chesapeake Midstream Partners, L.P. In two transactions completed on June 15 and June 29, 2012, we sold our limited partner and general partner interests in Chesapeake Midstream Partners, L.P., now named Access Midstream Partners, L.P. (NYSE:ACMP). Prior to these sales, we had an approximate 46% interest in ACMP through our ownership of common and subordinated limited partner units and general partner interest (see Note 9 for further details). ACMP focuses on unregulated business activities in service to both Chesapeake and third-party natural gas producers and its revenues are generated from gathering, compression, dehydration and treating services. Certain Chesapeake employees have provided services to ACMP through an employee secondment agreement, and ACMP has utilized various support functions within Chesapeake, including accounting, human resources and information technology in return for certain cost reimbursements. We have agreed to provide certain transition services to ACMP following the sale of our ACMP interests, including the continuation of general and administrative services until December 31, 2013 and the secondment, pending any transfer, of certain personnel that perform services for ACMP until December 31, 2012, which date may be extended to March 31, 2013.
ACMP is considered a VIE because of the significance of its operations to us and the contractual arrangements between Chesapeake and ACMP that pass certain economic risks to us which are disproportionate to our economic interest. These primarily include certain gas gathering agreements with ACMP pursuant to which we have committed to deliver annually specified minimum volumes of natural gas under firm transportation agreements, and an EBITDA guarantee CMD issued to ACMP in conjunction with our December 2011 sale of Appalachia Midstream Services, L.L.C. (AMS). Our rights and commitments under our contractual arrangements with ACMP constitute variable interests. See Other Commitments in Note 4.
Our risk of loss related to ACMP includes certain commitments to ACMP through the EBITDA guarantee and under our firm transportation agreements that could require us to make shortfall payments in the event we do not meet our minimum volume commitments or ACMP does not meet specific EBITDA targets. The creditors or beneficial holders of ACMP common units have no recourse to the general credit of Chesapeake. This VIE remains unconsolidated since the power to direct the activities which are most significant to ACMP’s economic performance are with the general partner. Prior to June 29, 2012, we used the equity method to account for this investment.
Utica East Ohio Midstream, LLC. We have an approximate 59% interest in Utica East Ohio Midstream, LLC (UEOM), an unconsolidated non-guarantor entity which we formed with M3 Midstream L.L.C. and EV Energy Partners, L.P. to develop necessary infrastructures for gathering and processing of natural gas and NGL in the Utica shale play in eastern Ohio (see Note 9 for further details). UEOM is considered a VIE because its total equity at risk, as of September 30, 2012, is not sufficient to permit it to finance its activities without additional subordinated financial support. It is expected that we, along with the other equity partners, will make regular capital contributions to UEOM for our proportionate share of its capital costs. This VIE remains unconsolidated since the power to direct the activities which are most significant to UEOM’s economic performance is shared between us and the other equity holders. We are using the equity method to account for this investment. As of September 30, 2012 , this investment was classified as held for sale.
Mineral Acquisition Company I, L.P. In the Current Period, MAC-LP, L.L.C., a wholly owned non-guarantor unrestricted subsidiary of Chesapeake, entered into a partnership agreement with KKR Royalty Aggregator LLC (KKR) to form Mineral Acquisition Company I, L.P. The purpose of the partnership is to acquire mineral interests, or royalty interests carved out of mineral interests, in oil and natural gas basins in the continental United States. We are committed to acquire for our own account (outside the partnership) 10% of any acquisition agreed upon by the partnership up to a maximum of $25 million, and the partnership will acquire the remaining 90% up to a maximum of $225 million, funded entirely by KKR, making KKR the sole equity investor. We will have significant influence over the decisions made by the partnership, as we hold two of five seats on the board of directors. We will receive proportionate distributions from the partnership of any cash received from royalties in excess of expenses paid, ranging from 7% to 22.5%. The partnership is considered a VIE because KKR’s control over the partnership is disproportionate to its economic interest. This VIE remains unconsolidated as the power to direct the activities of the partnership is shared between the Company and KKR. We are using the equity method to account for this investment.
Glass Mountain Pipeline, LLC. As of September 30, 2012, we had a 25% interest in Glass Mountain Pipeline, LLC (GMP), an unconsolidated entity which we formed with Gavilon Energy Holdings II, LLC and Glass Mountain Holding, LLC to construct a 210 mile crude oil pipeline in Oklahoma (see Note 9 for further details). GMP entered into separate agreements with our wholly owned subsidiary, Chesapeake Energy Marketing, Inc., for throughput and deficiency commitments. GMP is considered a VIE because its total equity at risk, as of September 30, 2012, is not sufficient to permit it to finance its activities without additional subordinated financial support. It is expected that all the equity partners will make regular capital contributions to GMP for their proportionate share of capital costs. This VIE remains unconsolidated since the power to direct the activities that are most significant to GMP’s economic performance is shared among the three equity holders.