CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Other Events
Item 8.01 Other Events.

On September 27, 2017, the Company and certain subsidiary guarantors named therein (collectively, the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with Morgan Stanley & Co. LLC, as representative of the several initial purchasers named therein (collectively, the “Purchasers”), under which the Company agreed to sell $300,000,000 aggregate principal amount of additional 8.00% Senior Notes due 2025 (the “2025 Notes”) and $550,000,000 aggregate principal amount of 8.00% Senior Notes due 2027 (the “2027 Notes”, and together with the 2025 Notes, the “Offered Notes”) in a private placement (the “Private Placement”) conducted to Rule 144A and Regulation S under the Securities Act. The 2025 Notes will be an additional issuance of the Company’s outstanding 8.00% Senior Notes due 2025, which the Company issued in December 2016 in an original aggregate principal amount of $1,000,000,000. The 2027 Notes will be an additional issuance of the Company’s outstanding 8.00% Senior Notes due 2027, which the Company issued in June 2017 in an original aggregate principal amount of $750,000,000. The 2025 Notes will be issued at an issue price of 101.25 percent of par, plus accrued interest from July 15, 2017, and the 2027 Notes will be issued at an issue price of 99.75 percent of par, plus accrued interest from June 6, 2017. At closing, the Company expects to receive net proceeds from the sale of the Offered Notes of approximately $842,000,000, after deducting the Purchasers’ discount and estimated expenses of the offering and excluding accrued interest. The closing of the issuance of the Offered Notes is expected to occur on October 12, 2017.

The Company intends to use the net proceeds from the Private Placement, together with cash on hand and borrowings under its credit facility (if required), to fund the purchase price of its tender offers that commenced on September 27, 2017 for the Company’s 6.625% Senior Notes due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021 and 8.00% Senior Secured Second Lien Notes due 2022 (the “Tender Offers”). If the Tender Offers are not consummated or the net proceeds from the offering exceed the total consideration payable in the Tender Offers, the Company intends to use the remaining net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness under its credit facility and the repayment or repurchase of other indebtedness.

To the extent the Purchasers or their affiliates own any of the Company’s senior notes and the Company repurchases or repays such senior notes using the net proceeds from the Private Placement, they will receive a portion of such net proceeds.

The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Guarantors and customary indemnification rights.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this report.

This current report does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made only by means of a confidential offering circular to Rule 144A and Regulation S under the Securities Act.

This Form 8-K includes "forward-looking statements" that give the Company's current expectations or forecasts of future events, including the use of proceeds of the proposed notes offering. 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 market conditions, results of tender offers or by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including those stated in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the Securities and Exchange Commission), that could cause actual results to differ materially 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

CHESAPEAKE ENERGY CORP Exhibit
EX-10.1 2 ex1012017-09x28purchaseagr.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CHESAPEAKE ENERGY CORPORATION$300,…
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About CHESAPEAKE ENERGY CORPORATION (NYSE:CHK)

Chesapeake Energy Corporation (Chesapeake) is a producer of natural gas, oil and natural gas liquids (NGL) in the United States. The Company operates in two segments: Exploration and Production, and Marketing, Gathering and Compression. The exploration and production segment is responsible for finding and producing oil, natural gas and NGL. The marketing, gathering and compression segment is responsible for marketing, gathering and compression of oil, natural gas and NGL. It has positions in resource plays of the Eagle Ford Shale in South Texas; the Utica Shale in Ohio and Pennsylvania; the Anadarko Basin in northwestern Oklahoma and the Texas Panhandle, and the Niobrara Shale in the Powder River Basin in Wyoming. Its natural gas resource plays are the Haynesville/Bossier Shales in northwestern Louisiana and East Texas; the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, and the Barnett Shale in the Fort Worth Basin of north-central Texas.