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CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Regulation FD Disclosure

CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure.

The management of Chesapeake Energy Corporation (the Company) will
present at the 2017 UBS Global Oil and Gas Conference on Wednesday,
May 24, 2017. A slide presentation of materials to be presented at
the conference will be accessible via the Investor Presentations
section of the Companys website:
http://www.chk.com/investors/presentations.
The information in this Form 8-K is being furnished, not filed, to
Item 7.01. Accordingly, the information will not be incorporated by
reference into any document filed by the Company under the
Securities Act of 1933, as amended (the Securities Act), except as
set forth by specific reference in such filing.
Item 8.01 Other Events.
On May 22, 2017, the Company and certain subsidiary guarantors
named therein (collectively, the Guarantors) entered into a
purchase agreement (the Purchase Agreement) with Citigroup Global
Markets Inc., as representative of the several initial purchasers
named therein (collectively, the Purchasers), under which the
Company agreed to sell $750,000,000 aggregate principal amount of
8.00% Senior Notes due 2027 (the Notes) in a private placement (the
Private Placement) conducted to Rule 144A and Regulation S under
the Securities Act. At closing, the Notes are to be issued at par
for net proceeds of approximately $741,000,000, after deducting the
Purchasers discount and estimated expenses of the offering. The
closing of the issuance of the Notes is expected to occur on June
6, 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 May 22, 2017 for the Companys
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
Companys 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
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.
10.1
Purchase Agreement, dated May 22, 2017, by and among
Chesapeake Energy Corporation, the subsidiary guarantors
named therein and Citigroup Global Markets Inc., as
representative of the initial purchasers named therein,
relating to the private placement of the 8.00% Senior
Notes due 2027

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. CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Recent Trading Information
CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) closed its last trading session down -0.06 at 5.67 with 26,167,870 shares trading hands.

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