OKLAHOMA CITY, March 19, 2019 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) today announced the preliminary results of its private offers to exchange (the "Exchange Offers")
new 8.00% Senior Notes due 2026 (the "New Notes") for certain outstanding senior unsecured notes listed in the table below (the
"Existing Notes"). As of 5:00 p.m., New York City time, on
March 18, 2019 (the "Early Tender Date"), approximately $883.5
million aggregate principal amount, or approximately 59.7%, of Existing Notes were validly tendered and not validly
withdrawn.
The following table sets forth the approximate aggregate principal amounts of each series of Existing Notes that were validly
tendered and not validly withdrawn on or prior to the Early Tender Date.
Title of Series
|
Aggregate Principal Amount Outstanding
(in millions)
|
Approximate Aggregate Principal Amount of Existing Notes
Tendered(1)
(in millions)
|
Early Exchange Consideration, if Tendered and Not Withdrawn Prior to
the Early Tender Date(2)
|
|
|
|
|
6.625% senior notes due 2020
|
$437.0
|
$228.4
|
$1,040.75
|
|
|
|
|
6.875% senior notes due 2020
|
$227.7
|
$134.1
|
$1,051.90
|
|
|
|
|
6.125% senior notes due 2021
|
$547.5
|
$381.2
|
$1,046.80
|
|
|
|
|
5.375% senior notes due 2021
|
$266.7
|
$139.8
|
$1,007.17
|
(1)
|
Notes tendered have not yet been accepted. As stated below, it is currently
expected that there will only be one settlement date for the Exchange Offers, which will occur promptly after the
Expiration Date (as defined below).
|
(2)
|
Principal amount of New Notes issuable for each $1,000 principal amount of
applicable Existing Notes.
|
The Exchange Offers will expire at 11:59 p.m., New York City
time, on April 1, 2019 (the "Expiration Date"). It is currently expected that there will only be
one settlement date for the Exchange Offers, which will occur promptly after the Expiration Date and is currently expected to
occur on April 3, 2019 (the "Settlement Date"), subject to all conditions to the Exchange Offers
having been satisfied or waived by the Company. The deadline for holders to validly withdraw tenders of Existing Notes has
passed. Accordingly, Existing Notes that have already been tendered and any additional Existing Notes that are tendered at or
prior to the Expiration Date may not be withdrawn, except for certain limited circumstances where additional withdrawal rights
are required by law.
In addition to the applicable exchange consideration set forth in the confidential offering memorandum, Eligible Holders (as
defined below) of Existing Notes accepted for exchange in the Exchange Offers will also receive a cash payment equal to the
accrued and unpaid interest on such Existing Notes from the applicable latest interest payment date to, but not including, the
Settlement Date. Interest on the New Notes will accrue from the date of first issuance of New Notes.
The Exchange Offers are conditioned on the satisfaction or waiver of certain customary conditions, as described in the
confidential offering memorandum. The Exchange Offers are not conditioned upon any minimum amount of Existing Notes being
tendered. The Company may terminate, withdraw, amend or extend any of the Exchange Offers.
The Exchange Offers will only be made, and the confidential offering memorandum and other documents relating to the Exchange
Offers will only be distributed to, holders who complete and return an eligibility letter confirming that they are (i) "qualified
institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended ("Securities Act"), or (ii) outside
the United States and persons other than "U.S. persons" as defined in Rule 902 under the
Securities Act, who are "non-U.S. qualified offerees" (as defined in the eligibility letter) (such persons, "Eligible Holders").
Holders who desire to obtain and complete an eligibility letter should either visit the website for this purpose at http://www.gbsc-usa.com/eligibility/Chesapeake or call Global
Bondholder Services Corporation, the Information Agent and Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or
(212) 430-3774 (collect for banks and brokers).
The Company is making the Exchange Offers only to Eligible Holders through, and pursuant to, the terms of the confidential
offering memorandum and related letter of transmittal. The Company and its affiliates do not make any recommendation as to
whether Eligible Holders should tender or refrain from tendering their Existing Notes. Eligible Holders must make their own
decision as to whether to tender Existing Notes and, if so, the principal amount of the Existing Notes to tender. The Company
may, to the extent permitted by applicable law and certain restrictive covenants governing the Company's indebtedness, after the
Expiration Date of the Exchange Offers, purchase Existing Notes in the open market, in privately negotiated transactions, through
subsequent tender or exchange offers or otherwise. The Exchange Offers are not being made to holders of Existing Notes in any
jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
The securities to be offered in the Exchange Offers have not been registered under the Securities Act or any state securities
laws; and unless so registered, the securities may not be offered or sold in the United States
or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are
focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas
assets onshore in the United States.
This news release includes "forward-looking statements" that give the Company's current expectations or forecasts of future
events, including the timing of the settlement and the size of the Exchange Offers.. Although we believe the expectations and
forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been
correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the
satisfaction of conditions precedent to completing the Exchange Offers, the ability to consummate any or all of the Exchange
Offers and those stated in the Company's Annual Report on Form 10-K for the year ended December 31,
2018 and its other filings with the SEC), and actual results may differ from the expectation expressed. 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, except as required by applicable law.
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SOURCE Chesapeake Energy Corporation