CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation.

On October 12, 2017, Chesapeake Energy Corporation (the “Company”) and certain subsidiary guarantors named therein (collectively, the “Guarantors”) issued $300,000,000 aggregate principal amount of 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 “Notes”) in a private placement (the “Private Placement”) conducted to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes were issued to an Indenture, dated as of April 24, 2014 (the “Base Indenture”), as supplemented by the Sixth Supplemental Indenture, dated as of December 20, 2016 (together with the Base Indenture, the “2025 Notes Indenture”), each among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as 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 were issued to the Base Indenture, as supplemented by the Seventh Supplemental Indenture, dated as of June 6, 2017, among the Company, the Guarantors and the Trustee (together with the Base Indenture, the “2027 Notes Indenture”), as 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.

A summary of the material terms of the 2025 Notes and the 2025 Notes Indenture is included in the Company’s Current Report on Form 8-K filed on December 20, 2016, which summary is qualified in its entirety by reference to the full text of the 2025 Notes Indenture filed as Exhibits 4.1 and 4.2 hereto. A summary of the material terms of the 2027 Notes and the 2027 Notes Indenture is included in the Company’s Current Report on Form 8-K filed on June 7, 2017, which summary is qualified in its entirety by reference to the full text of the 2027 Notes Indenture filed as Exhibits 4.1 and 4.3 hereto.

In connection with the issuance of the Notes, the Company and Morgan Stanley & Co. LLC, for itself and on behalf of the several initial purchasers of the Notes, entered into one Registration Rights Agreement with respect to the 2025 Notes, and one Registration Rights Agreement with respect to the 2027 Notes, each dated as of October 12, 2017 (together, the “Registration Rights Agreements”), which will give holders of the Notes certain exchange and registration rights with respect to the Notes. to the Registration Rights Agreements, the Company and the Guarantors have agreed to use commercially reasonable efforts to file exchange offer registration statements with the Securities and Exchange Commission and to have the registration statements declared effective and to complete the exchange offers on or prior to June 13, 2018, with respect to the 2025 Notes, and November 28, 2018, with respect to the 2027 Notes. Further, under certain circumstances, in lieu of, or in addition to, registered exchange offers, the Company and the Guarantors are required to use commercially reasonable efforts to cause to become effective shelf registration statements relating to the resale of the Notes. The Company and the Guarantors are required to pay additional interest if they fail to comply with their obligations to register the Notes within the specified time periods.

The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreements, copies of which are filed as Exhibits 4.4 and 4.5 hereto.

Item 7.01 Regulation FD Disclosure.

As a result of the consummation of the Private Placement, the financing condition described in the Offer to Purchase dated September 27, 2017 and related Letter of Transmittal with respect to the Company’s cash tender offers was satisfied on October 12, 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Document Description

4.1

Indenture dated as of April 24, 2014, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (SEC File No. 001-13726) filed on April 29, 2014).

4.2

Sixth Supplemental Indenture dated as of December 20, 2016 to Indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (SEC File No. 001-13726) filed on December 20, 2016).

4.3

Seventh Supplemental Indenture dated as of June 6, 2017 to Indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (SEC File No. 001-13726) filed on June 7, 2017).

4.4

Registration Rights Agreement, dated as of October 12, 2017, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Morgan Stanley & Co. LLC with respect to 8.00% Senior Notes due 2025.

4.5

Registration Rights Agreement, dated as of October 12, 2017, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Morgan Stanley & Co. LLC with respect to 8.00% Senior Notes due 2027.


CHESAPEAKE ENERGY CORP Exhibit
EX-4.4 2 ex44chk-201710122025notesr.htm EXHIBIT 4.4 Exhibit Exhibit 4.4REGISTRATION RIGHTS AGREEMENTThis REGISTRATION RIGHTS AGREEMENT dated October 12,…
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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.

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