CHESAPEAKE ENERGY CORPORATION OKLAHOMA CITY, Aug. 26, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) reported today the results to date of its pending cash tender offers (the "Tender Offers") for the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
Chesapeake also announced today that it has increased the tender cap for Notes maturing during and after 2019 from $250,000,000 aggregate purchase price (exclusive of accrued interest) to $325,000,000 (the "New Long-Dated Tender Cap" and, together with the $400,000,000 tender cap for Notes maturing prior to 2019 (the "Short-Dated Tender Cap"), the "Current Tender Caps"). Except as provided for in this release, all other terms and conditions of the Tender Offers remain unchanged as set forth in an Offer to Purchase dated August 15, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on August 25, 2016 (the "Early Tender Date"):
Series of Notes CUSIP Number/ Aggregate Approximate Current Tender Acceptance Total
ISIN Principal Aggregate Caps(2) Priority Consideration(3)
Amount Principal Level (4)
Outstanding Amount of
Prior to Notes
Tender Offers Tendered(1)
--- ------------- ----------
6.25% Euro-denominated
Senior Notes due 2017 XS0273933902 EUR302,108,000 EUR36,158,000 $400,000,000 1 EUR1,000.00
------------
6.5% Senior Notes due 2017 165167BS5 $315,126,000 $82,374,000 1 $1,000.00
7.25% Senior Notes due
2018 165167CC9 $531,138,000 $70,968,000 1 $995.00
---------------------- --------- ------------ ----------- --- -------
Floating Rate Senior Notes
due 2019 165167CM7 $948,501,000 $444,322,000 $325,000,000 2 $915.00
-------------------------- --------- ------------ ------------ --- -------
6.625% Senior Notes due
2020 165167CF2 $822,087,000 $17,279,000 3 $845.00
6.875% Senior Notes due
2020 165167BU0 $302,163,000 $12,598,000 3 $845.00
165167BT3
USU16450AQ87
6.125% Senior Notes due
2021 165167CG0 $584,346,000 $33,973,000 3 $812.50
5.375% Senior Notes due
2021 165167CK1 $276,171,000 $4,441,000 3 $767.50
4.875% Senior Notes due
2022 165167CN5 $607,188,000 $173,695,000 3 $752.50
5.75% Senior Notes due
2023 165167CL9 $384,390,000 $51,350,000 3 $762.50
----------------------
(1) Notes tendered have not been
accepted.
(2) The Short-Dated Tender Cap applies
to the aggregate purchase price
(exclusive of accrued interest) of
the 6.25% Euro-denominated Senior
Notes due 2017, the 6.5% Senior
Notes due 2017 and the 7.25%
Senior Notes due 2018,
collectively, and the New Long-
Dated Tender Cap applies to the
aggregate purchase price
(exclusive of accrued interest) of
the Floating Rate Senior Notes due
2019, the 6.625% Senior Notes due
2020, the 6.875% Senior Notes due
2020, the 6.125% Senior Notes due
2021, the 5.375% Senior Notes due
2021, the 4.875% Senior Notes due
2022 and the 5.75% Senior Notes
due 2023, collectively. In
addition, the 6.625% Senior Notes
due 2020, the 6.875% Senior Notes
due 2020, the 6.125% Senior Notes
due 2021, the 5.375% Senior Notes
due 2021, the 4.875% Senior Notes
due 2022 and the 5.75% Senior
Notes due 2023, collectively, are
subject to the Priority 3 Tender
Cap (as defined in the Offer to
Purchase). For purposes of
determining the application of the
Short-Dated Tender Cap, the
aggregate purchase price
(exclusive of accrued interest) to
be paid in Euros for the 6.25%
Euro-denominated Senior Notes due
2017 will be converted into U.S.
dollars at an exchange ratio of
$1.1162 to EUR1.00 as of 5:00
p.m., New York City time, on
August 12, 2016, as set forth by
the Bloomberg EURUSD Spot Exchange
Rate.
(3) Per EUR1,000 principal amount of
6.25% Euro-denominated Senior
Notes due 2017 and $1,000
principal amount of Notes (other
than the 6.25% Euro-denominated
Senior Notes due 2017) validly
tendered and accepted for purchase
in the applicable Tender Offer
(exclusive of any accrued
interest, which will be paid in
addition to the Tender Offer
Consideration or the Total
Consideration, as applicable, to,
but not including, the applicable
Settlement Date (each as defined
in the Offer to Purchase)).
Subject to the $500,000,000
aggregate maximum purchase amount,
the Current Tender Caps and
proration described in the Offer
to Purchase, notes validly
tendered at or prior to the Early
Tender Date will be accepted for
purchase before any notes validly
tendered after the Early Tender
Date.
(4) Includes the applicable Early
Tender Premium (as defined in the
Offer to Purchase).
As of the Early Tender Date, the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 2 validly tendered and subject to the New Long-Dated Tender Cap exceeds the New Long-Dated Tender Cap. Accordingly, unless Chesapeake further increases the New Long-Dated Tender Cap, Notes validly tendered at or prior to the Early Tender Date with Acceptance Priority Level 2 will be subject to proration as described in the Offer to Purchase, no Notes with Acceptance Priority Level 3 will be accepted and no Notes subject to the Long-Dated Tender Cap will be accepted if tendered after the Early Tender Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on September 12, 2016 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
The Company also announced that, as a result of the consummation of its secured five-year term loan in an aggregate principal amount of $1.5 billion, the Financing Condition (as defined in the Offer to Purchase) with respect to the Tender Offers has been satisfied.
Goldman, Sachs & Co. is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.
None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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 gathering and compression businesses.
This news release includes "forward-looking statements" that give the company's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers. 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 the satisfaction of conditions precedent to completing the Tender Offers, the ability to consummate any or all of the Tender Offers and those stated in the company's Annual Report on Form 10-K for the year ended December 31, 2015 and its other filings with the SEC), and actual results may differ 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: MEDIA CONTACT:
Brad Sylvester, CFA Gordon Pennoyer
(405) 935-8870 (405) 935-8878
ir@chk.com media@chk.com
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SOURCE Chesapeake Energy Corporation
