
	Years Ended December 31,
	2020	2019	2018
	(in thousands)
Shares issued as of January 1(a)	9,773	4,568	4,543
Common shares issued for WildHorse Merger(a)(b)	—	3,587	—
Exchange of senior notes(a)(c)	—	1,178	—
Exchange of convertible notes(a)(c)	—	367	—
Exchange of preferred stock(a)	—	52	—
Restricted stock issuances (net of forfeitures and cancellations)(a)(d)	8	21	25
Shares issued as of December 31(a)	9,781	9,773	4,568

Reverse Stock Split. On April 13, 2020, our board of directors and our shareholders approved a 1-for-200 (1:200) reverse stock split of our common stock and a reduction of the total number of authorized shares of our common stock as determined by a formula based on two-thirds of the reverse stock split ratio. The reverse stock split became effective as of the close of business on April 14, 2020. Our common stock began trading on a split-adjusted basis on the NYSE at the market open on April 15, 2020. The par value of the common stock was not adjusted as a result of the reverse stock split.

The reverse stock split was intended to, among other things, increase the per share trading price of our common stock to satisfy the $1.00 minimum per share closing price requirement for continued listing on the NYSE. As a result of the reverse stock split, each 200 pre-split shares of common stock outstanding were automatically combined into one issued and outstanding share of common stock. The fractional shares that resulted from the reverse stock split were canceled by paying cash in lieu of the fair value. The number of outstanding shares of common stock was reduced from approximately 1.957 billion as of April 10, 2020 to approximately 9.784 million shares (without giving effect to the liquidation of fractional shares). The total number of shares of common stock that we are authorized to issue was reduced from 3,000,000,000 to 22,500,000 shares. All share and per share amounts in the accompanying consolidated financial statements and notes thereto were retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of our common stock to additional paid-in capital.

During the year ended December 31, 2019, our shareholders approved a proposal to amend our restated certificate of incorporation to increase the number of authorized shares of our common stock from 15,000,000 shares to 22,500,000 shares, adjusted for our reverse stock split.

On April 23, 2020, our Board of Directors declared a dividend of one Right payable on May 4, 2020 for each share of our common stock outstanding on May 4, 2020 to the shareholders of record on that date (the “Rights”). In connection with the distribution of the Rights, we entered into a Rights Agreement with Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”). Each Right entitles the registered holder to purchase from us Preferred Shares.

The Rights Agreement was intended to protect value by preserving our ability to use our tax attributes to offset potential future income taxes for federal income tax purposes. Our ability to use our tax attributes would have been substantially limited if we had experienced an ownership change under Section 382 of the Code prior to emergence from bankruptcy on February 9, 2021. The Rights Agreement reduced the likelihood of an ownership change by deterring any person or group of affiliated or associated persons from acquiring beneficial ownership of 4.9% or more of the outstanding shares of our common stock.

In connection with the adoption of the Rights Agreement the Company filed a Certificate of Designations of Series B Preferred Stock with the Secretary of State of the State of Oklahoma setting forth the rights, powers, and preferences of the Series B Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”). On the Plan Effective Date, the Company filed a Certificate of Elimination with the Secretary of State of the State of Oklahoma eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock. The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination.


Preferred Stock Series	Issue Date	Liquidation Preference per Share		Holder's Conversion Right	Conversion Rate	Conversion Price		Company's Conversion Right From	Company's Market Conversion Trigger(a)
5.75% cumulative convertible non-voting	May and June 2010	$	1,000	Any time	0.1984	$	5,039.59	May 17, 2015	$	6,551.46

5.75% (series A) cumulative convertible non-voting	May 2010	$	1,000	Any time	0.1918	$	5,215.02	May 17, 2015	$	6,779.52

4.50% cumulative convertible	September 2005	$	100	Any time	0.0123	$	8,142.99	September 15, 2010	$	10,585.89

5.00% cumulative convertible (series 2005B)	November 2005	$	100	Any time	0.0139	$	7,208.51	November 15, 2010	$	9,371.06

(a) Convertible at the Company's option if the trading price of the Company's common stock equals or exceeds the trigger price for a specified time period or after the applicable conversion date if there are less than 250,000 shares of 4.50% or 5.00% (Series 2005B) preferred stock outstanding or 25,000 shares of 5.75% or 5.75% (Series A) preferred stock outstanding.


	5.75%	5.75% (Series A)	4.50%	5.00% (Series 2005B)
	(in thousands)
Shares outstanding as of January 1, 2020 and December 31, 2020	770	423	2,559	1,811

Shares outstanding as of January 1, 2019	770	463	2,559	1,811
Preferred stock exchanges(a)	—	(40)	—	—
Shares outstanding as of December 31, 2019	770	423	2,559	1,811

Shares outstanding as of January 1, 2018 and December 31, 2018	770	463	2,559	1,811

(a)During 2019, we exchanged 51,839 shares of common stock for 40,000 shares of our 5.75% (Series A) Cumulative Convertible Preferred Stock. In connection with the exchange, we recognized a loss equal to the excess of the fair value of all common stock issued in exchange for the preferred stock over the fair value of the common stock issuable pursuant to the original terms of the preferred stock. The loss of $17 million is reflected as a reduction to net income available to common stockholders for the purpose of calculating earnings per common share.

Dividends. Dividends declared on our preferred stock are reflected as adjustments to retained earnings to the extent a surplus of retained earnings exists after giving effect to the dividends. To the extent retained earnings are insufficient to fund the distributions, payments are reflected in our financial statements as a return of contributed capital rather than earnings and are accounted for as a reduction to paid-in capital.

Dividends on our outstanding preferred stock are payable quarterly. We may pay dividends on our 5.00% Cumulative Convertible Preferred Stock (Series 2005B) and our 4.50% Cumulative Convertible Preferred Stock in cash, common stock or a combination thereof, at our option. Dividends on both series of our 5.75% Cumulative Convertible Non-Voting Preferred Stock are payable only in cash.

On April 17, 2020, we announced that we were suspending payment of dividends on each series of our outstanding convertible preferred stock, and were therefore currently in arrears on such dividend payments as of December 31, 2020. Suspension of the dividends did not constitute an event of default under any of our debt instruments. No dividends have been accrued on our convertible preferred stock subsequent to the Petition Date. Pursuant to the Plan, each holder of an equity interest in Chesapeake had such interest canceled, released and extinguished without any distribution. See Note 2 for additional information about the Chapter 11 Cases.

Noncontrolling Interests. We owned 23,750,000 common units in the Chesapeake Granite Wash Trust (the “Trust”) representing a 51% beneficial interest. We determined that the Trust was a VIE and that we were the primary beneficiary. As a result, the Trust was included in our consolidated financial statements. In 2020, we sold our interests in the Mid-Continent operating area and the units we owned in the Trust. See Note 3 for additional discussion.

The Trust’s legal existence was separate from Chesapeake and our other consolidated subsidiaries, and the Trust was not a guarantor of any of Chesapeake’s debt. The creditors or beneficial holders of the Trust had no recourse to the general credit of Chesapeake. We presented parenthetically on the face of the consolidated balance sheets the assets of the Trust that could be used only to settle obligations of the Trust and the liabilities of the Trust for which creditors did not have recourse to the general credit of Chesapeake.

New Common Stock. As discussed in Note 2, on the Effective Date, we issued an aggregate of approximately 97.9 million shares of New Common Stock, par value $0.01 per share, to the holders of allowed claims, as defined in the Plan, and approximately 2.1 million shares of New Common Stock were reserved for future distributions under the Plan.