OKLAHOMA CITY, March 19, 2019 /PRNewswire/ -- Chesapeake
Energy Corporation (NYSE:CHK) today announced the preliminary
results of its private offers to exchange (the "Exchange Offers")
new 8.00% Senior Notes due 2026 (the "New Notes") for certain
outstanding senior unsecured notes listed in the table below (the
"Existing Notes"). As of 5:00 p.m.,
New York City time, on
March 18, 2019 (the "Early Tender
Date"), approximately $883.5 million
aggregate principal amount, or approximately 59.7%, of Existing
Notes were validly tendered and not validly withdrawn.
The following table sets forth the approximate aggregate
principal amounts of each series of Existing Notes that were
validly tendered and not validly withdrawn on or prior to the Early
Tender Date.
Title of
Series
|
Aggregate Principal
Amount Outstanding
(in
millions)
|
Approximate Aggregate
Principal Amount of Existing Notes
Tendered(1)
(in
millions)
|
Early
Exchange Consideration, if Tendered and Not Withdrawn Prior to
the Early Tender Date(2)
|
|
|
|
|
6.625% senior notes
due 2020
|
$437.0
|
$228.4
|
$1,040.75
|
|
|
|
|
6.875% senior notes
due 2020
|
$227.7
|
$134.1
|
$1,051.90
|
|
|
|
|
6.125% senior notes
due 2021
|
$547.5
|
$381.2
|
$1,046.80
|
|
|
|
|
5.375% senior notes
due 2021
|
$266.7
|
$139.8
|
$1,007.17
|
(1)
|
Notes tendered have
not yet been accepted. As stated below, it is currently expected
that there will only be one settlement date for the Exchange
Offers, which will occur promptly after the Expiration Date (as
defined below).
|
(2)
|
Principal amount of
New Notes issuable for each $1,000 principal amount of applicable
Existing Notes.
|
The Exchange Offers will expire at 11:59
p.m., New York City time,
on April 1, 2019 (the "Expiration
Date"). It is currently expected that there will only be one
settlement date for the Exchange Offers, which will occur promptly
after the Expiration Date and is currently expected to occur on
April 3, 2019 (the "Settlement
Date"), subject to all conditions to the Exchange Offers having
been satisfied or waived by the Company. The deadline for holders
to validly withdraw tenders of Existing Notes has passed.
Accordingly, Existing Notes that have already been tendered and any
additional Existing Notes that are tendered at or prior to the
Expiration Date may not be withdrawn, except for certain limited
circumstances where additional withdrawal rights are required by
law.
In addition to the applicable exchange consideration set forth
in the confidential offering memorandum, Eligible Holders (as
defined below) of Existing Notes accepted for exchange in the
Exchange Offers will also receive a cash payment equal to the
accrued and unpaid interest on such Existing Notes from the
applicable latest interest payment date to, but not including, the
Settlement Date. Interest on the New Notes will accrue from the
date of first issuance of New Notes.
The Exchange Offers are conditioned on the satisfaction or
waiver of certain customary conditions, as described in the
confidential offering memorandum. The Exchange Offers are not
conditioned upon any minimum amount of Existing Notes being
tendered. The Company may terminate, withdraw, amend or extend any
of the Exchange Offers.
The Exchange Offers will only be made, and the confidential
offering memorandum and other documents relating to the Exchange
Offers will only be distributed to, holders who complete and return
an eligibility letter confirming that they are (i) "qualified
institutional buyers" as defined in Rule 144A under the Securities
Act of 1933, as amended ("Securities Act"), or (ii) outside
the United States and persons
other than "U.S. persons" as defined in Rule 902 under the
Securities Act, who are "non-U.S. qualified offerees" (as defined
in the eligibility letter) (such persons, "Eligible Holders").
Holders who desire to obtain and complete an eligibility letter
should either visit the website for this purpose at
http://www.gbsc-usa.com/eligibility/Chesapeake or call Global
Bondholder Services Corporation, the Information Agent and
Depositary for the Exchange Offers at (866) 470-4300 (toll-free) or
(212) 430-3774 (collect for banks and brokers).
The Company is making the Exchange Offers only to Eligible
Holders through, and pursuant to, the terms of the confidential
offering memorandum and related letter of transmittal. The Company
and its affiliates do not make any recommendation as to whether
Eligible Holders should tender or refrain from tendering their
Existing Notes. Eligible Holders must make their own decision as to
whether to tender Existing Notes and, if so, the principal amount
of the Existing Notes to tender. The Company may, to the extent
permitted by applicable law and certain restrictive covenants
governing the Company's indebtedness, after the Expiration Date of
the Exchange Offers, purchase Existing Notes in the open market, in
privately negotiated transactions, through subsequent tender or
exchange offers or otherwise. The Exchange Offers are not being
made to holders of Existing 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.
The securities to be offered in the Exchange Offers have not
been registered under the Securities Act or any state securities
laws; and unless so registered, the securities may not be offered
or sold in the United States or to
U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. This press
release shall 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 jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any 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.
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 the size of the
Exchange 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 Exchange
Offers, the ability to consummate any or all of the Exchange Offers
and those stated in the Company's Annual Report on Form 10-K for
the year ended December 31, 2018 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.
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SOURCE Chesapeake Energy Corporation