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Chesapeake Energy Corporation
Chesapeake Energy Corporation Announces Pricing And Upsizing Of Private Placement Of $850,000,000 Of Senior Notes



September 28, 2017

Chesapeake Energy Corporation (NYSE:CHK) announced that it has priced its private placement to eligible purchasers of $300,000,000 aggregate principal amount of additional 8.00% senior notes due 2025 (the "new 2025 notes") at 101.25% of par, plus accrued interest from July 15, 2017 and $550,000,000 aggregate principal amount of additional 8.00% senior notes due 2027 (the "new 2027 notes," collectively with the new 2025 notes, the "notes") at 99.75% of par, plus accrued interest from June 6, 2017. The private placement was upsized from a previously announced amount of $750,000,000.

The new 2025 notes will be an additional issuance of Chesapeake's outstanding 8.00% senior notes due 2025, which Chesapeake issued in December 2016 in an original aggregate principal amount of $1,000,000,000. The new 2025 notes to be issued in this offering and the previously issued senior notes due 2025 will be treated as a single class of notes under the indenture. The new 2027 notes will be an additional issuance of Chesapeake's outstanding 8.00% senior notes due 2027, which Chesapeake issued in June 2017 in an original aggregate principal amount of $750,000,000. The new 2027 notes to be issued in this offering and the previously issued senior notes due 2027 will be treated as a single class of notes under the indenture.

The new 2025 notes will mature on January 15, 2025 and bear interest at the annual rate of 8.00%. The new 2027 notes will mature on June 15, 2027 and bear interest at the annual rate of 8.00%. Interest on the new 2025 notes will accrue from July 15, 2017 and will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2018. Interest on the new 2027 notes will accrue from June 6, 2017 and will be payable semi-annually in arrears on December 15 and June 15 of each year, beginning on December 15, 2017.

Chesapeake may redeem some or all of the notes at any time prior to January 15, 2020, with respect to the new 2025 notes, and June 15, 2022, with respect to the new 2027 notes, at a price equal to 100% of the principal amount of the notes to be redeemed plus a "make-whole" premium. In addition, Chesapeake may redeem some or all of the notes at any time on or after January 15, 2020, with respect to the new 2025 notes, and June 15, 2022, with respect to the new 2027 notes, at the applicable redemption price in accordance with the terms of the notes and the applicable indentures and supplemental indentures governing the notes. In addition, subject to certain conditions, before January 15, 2020, with respect to the new 2025 notes, and before June 15, 2020, with respect to the new 2027 notes, Chesapeake may redeem up to 35% of the aggregate principal amount of each series of the notes at a price equal to 108% of the principal amount of the notes to be redeemed using the net proceeds of certain equity offerings by Chesapeake.

The closing of the private placement is expected to occur on October 12, 2017 and is subject to the satisfaction of customary closing conditions.

Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility (if required), to finance tender offers for certain of its senior notes announced September 27, 2017. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment of outstanding indebtedness under its credit facility and the repayment or repurchase of other indebtedness.

The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This press release does 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 state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated September 27, 2017 and the related letter of transmittal.

The closing of the private placement is expected to occur on October 12, 2017 and is subject to the satisfaction of customary closing conditions.

Chesapeake intends to use the net proceeds from the offering, together with cash on hand and borrowings under its revolving credit facility (if required), to finance tender offers for certain of its senior notes announced September 27, 2017. If the tender offers are not consummated or the net proceeds from the offering exceed the total consideration payable in the tender offers, Chesapeake intends to use the remaining net proceeds from the offering for general corporate purposes, which may include the repayment of outstanding indebtedness under its credit facility and the repayment or repurchase of other indebtedness.

The notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The offer and sale of the notes and the related subsidiary guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This press release does 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 state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made in the United States only by means of a private offering circular pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to purchase or a solicitation of an offer to sell Chesapeake's outstanding senior notes subject to the concurrent tender offers. The concurrent tender offers are being made only by and pursuant to, and on the terms and conditions set forth in, the Offer to Purchase dated September 27, 2017 and the related letter of transmittal.

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.  The company also owns oil and natural gas marketing and natural gas compression businesses.

This news release includes "forward-looking statements" that give Chesapeake'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 Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), 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.

INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
ir@chk.com

MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
media@chk.com

For more information:

Organization:
Chesapeake Energy Corporation

Address:
P.O. Box 18496
Oklahoma City, Oklahoma
United States, 73154-0496
www.chk.com


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