OKLAHOMA CITY, April 9, 2020 /PRNewswire/ -- Chesapeake Energy
Corporation (NYSE: CHK) (the "Company") today announced that it has
set an expected effective date for the Company's reverse stock
split, subject to shareholder approval of the reverse stock split
at a special meeting of shareholders to be held on April 13, 2020. The reverse stock split proposal
includes a proposed reverse stock split ratio within a range
between and including one-for-fifty (1:50) and one-for-two-hundred
(1:200). If shareholder approval is obtained, the final ratio will
be determined by the Company's Board of Directors. If approved, the
reverse stock split is expected to become effective at 5:00 p.m., Central Time, on April 14, 2020, and the shares will begin trading
on the split-adjusted basis on The New York Stock Exchange ("NYSE")
under the Company's existing trading symbol "CHK" on April 15, 2020. The reverse stock split is
intended to, among other things, increase the per share trading
price of the Company's common shares to satisfy the $1.00 minimum bid price requirement for continued
listing on the NYSE.
As a result of the reverse stock split, every 50 to 200 (as
determined by the Company's Board of Directors) shares of the
Company's common stock will automatically combine into one share,
and the number of shares of common stock outstanding will be
reduced. If approved, the Company's total number of authorized
shares of common stock will be reduced as determined by a formula
based on two-thirds of the applicable reverse stock split ratio.
However, since the reduction of authorized shares of common stock
will be implemented using a smaller ratio than the reverse stock
split, the aggregate effect of the reverse stock split and
authorized shares reduction will be to increase proportionately the
number of authorized shares of the Company's common stock. The
authorized shares reduction will not have any effect on the rights
of existing shareholders, and the par value of the common stock
will remain unchanged at $0.01 per
share. No fractional shares of common stock will be issued as a
result of any reverse stock split. Instead, in lieu of any
fractional shares to which a shareholder of record would otherwise
be entitled as a result of the reverse stock split, the Company
will pay cash (without interest) equal to such fraction multiplied
by the average of the closing sales prices of the Company's common
stock during regular trading hours for the five consecutive trading
days immediately preceding the reverse stock split's effective date
(with such average closing sales prices being adjusted to give
effect to the reverse stock split).
The reverse stock split will affect all shareholders uniformly
and will not affect any shareholder's percentage ownership
interests in the Company, except to the extent that the reverse
stock split results in any of our shareholders owning a fractional
share.
The Company's transfer agent, Computershare Trust Company, N.A.
("Computershare"), will act as the exchange agent for the reverse
stock split and will provide to shareholders of record (who hold
all of their shares of the Company's common stock electronically in
book-entry form) a transaction statement at their address of record
indicating the number of new post-split shares of the Company's
common stock they hold after the reverse stock split, along with
payment in lieu of any fractional shares. Banks, brokers or other
nominees will be instructed by Computershare to effect the reverse
stock split for their beneficial holders holding shares of the
Company's common stock in "street name"; however, these banks,
brokers or other nominees may apply their own specific procedures
for processing the reverse stock split and making payment for
fractional shares.
The Company filed and mailed its definitive proxy material on
March 20, 2020. The Company
encourages shareholders to read the proxy statement and other
material relating to the special meeting, as it contains important
information.
Important Information about the Reverse Stock Split
This communication may be deemed to be solicitation material in
connection with the proposals to be submitted to the Company's
shareholders at its special meeting seeking approval to effect a
reverse stock split and a reduction in the number of authorized
shares of its common stock. In connection with the reverse stock
split and authorized shares reduction, the Company has filed a
definitive proxy statement on Schedule 14A with the U.S. Securities
and Exchange Commission (the "SEC"). Shareholders are urged to read
the definitive proxy statement and all other relevant documents
filed with the SEC, because they contain important information
about the reverse stock split and authorized shares reduction.
Investors and security holders may obtain the documents free of
charge at the SEC's website, www.sec.gov. In addition, shareholders
may obtain free copies of the documents filed with the SEC on the
Company's investor website at
www.chk.com/investors/sec-filings.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's shareholders in respect of the reverse stock split and
authorized shares reduction. Information about the directors and
executive officers of the Company is set forth in the Company's
proxy statement for its 2019 Annual Meeting of Shareholders, which
was filed with the SEC on April 5,
2019. Investors may obtain additional information regarding
the interests of the Company and its directors and executive
officers in the reverse stock split and authorized shares reduction
by reading the definitive proxy statement relating to the special
meeting.
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" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including, without limitation, statements about the
reverse stock split, authorized shares reduction and the related
timing thereof and the special meeting of the Company's
shareholders. Forward-looking statements are statements other than
statements of historical fact. These forward-looking statements are
generally identified by the words "believe," "expect,"
"anticipate," "estimate," "intend," "plan," "may," "should,"
"could," "will," "would," and "will be," and variations of such
words and similar expressions, although not all forward-looking
statements contain these identifying words. Although we believe the
expectations and forecasts reflected in the 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.
Factors that could cause actual results to differ materially from
expected results are described under "Risk Factors" in Item 1A of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 and any updates to
those factors set forth in the Company's subsequent quarterly
reports on Form 10-Q or current reports on Form 8-K.
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