CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets

On July 26, 2018, Chesapeake Energy Corporation and certain of its wholly owned subsidiaries (collectively, "Chesapeake" or the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with EAP Ohio, LLC, a private oil and gas company headquartered in Houston, Texas (“Encino”), to which Encino agreed to purchase all of the Company’s acreage of approximately 1,500,000 gross (900,000 net) acres in Ohio, of which approximately 320,000 net acres are prospective for the Utica Shale with approximately 920 producing wells, along with related property and equipment (collectively, the “Designated Properties”) for a purchase price of approximately $2.0billion, with additional contingent payments to the Company of up to $100million comprised of $50million in consideration in each case if, on or prior to December31, 2019, there is a period of 20 trading days out of a period of 30 consecutive trading days where (i)the average of the NYMEX natural gas strip price for the months comprising the year 2022 equals or exceeds $3.00/mmbtu as calculated to the Purchase Agreement, and (ii)the average of the NYMEX natural gas price strip prices for the months comprising the year 2023 equals or exceeds $3.25/mmbtu as calculated to the Purchase Agreement (such contingent payments, the “Contingent Payments”).

On October 29, 2018, the Company completed the sale of the Designated Properties for net proceeds of approximately $1.868 billion in cash, subject to customary post-closing adjustments. The net proceeds include a $147 million adjustment to the purchase price originally set forth in the Purchase Agreement as agreed by the parties at the closing. The price adjustment is attributable to various items, including, but not limited to revenues and expenses incurred after an effective date of January 1, 2018. The net proceeds do not include the Contingent Payments.

Additional information regarding the transaction is provided in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

Item 8.01 Other Events

Redemption of 8.00% Senior Secured Second Lien Notes due 2022

On October 29, 2018, the Company delivered a notice of redemption to the trustee for the Company’s 8.00% Senior Secured Second Lien Notes due 2022 (the “2022 Notes”) to call for redemption on the Redemption Date approximately $1.4 billion aggregate principal amount of the outstanding 2022 Notes, representing 50% of the aggregate principal amount of the outstanding 2022 Notes. The Company instructed the trustee to provide notice of such redemption to the holders of the 2022 Notes on October 29, 2018 in accordance with the terms of the indenture governing the 2022 Notes. The 2022 Notes will be redeemed at a redemption price of 50% of the principal amount thereof, plus the make-whole premium, as calculated in accordance with the indenture governing the 2022 Notes, plus accrued and unpaid interest, if any, to the Redemption Date.

The redemption is expected to be funded primarily with proceeds from the sale of the Designated Properties.

This report shall not constitute a notice of redemption with respect to or an offer to purchase or sell (or the solicitation of an offer to purchase or sell) any securities.

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of 1934, as amended.Forward-looking statements provide the Company’s current expectations, beliefs, or forecasts of future events.These statements can be identified by the fact that they do not relate strictly to historical or current facts, particularly with regard to the effects, results, proceeds and other aspects of the sale of the Designated Properties including its effects on the Company, its business, financial results or position. You should read these statements carefully because they involve substantial risks and uncertainties, which could cause actual results to differ materially from the results expressed in, or implied by, such forward-looking statements.Differences may result from a variety of factors, including but not limited to: (i)purchase price adjustments; (ii)additional contingent payment consideration; (iii)commodity prices and (iv) other risks related to the Company detailed in the Company’s Annual Report on Form10-K for the year ended December31, 2017, as filed with the Securities and Exchange Commission on February 22, 2018 and on subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Item 9.01 Financial Statements and Exhibits

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.