OKLAHOMA CITY, Aug. 15, 2016 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE: CHK) announced today that it has commenced cash tender offers (collectively, the "Tender Offers," and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $500,000,000 aggregate purchase price, exclusive of accrued interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes").
No more than $400,000,000 aggregate purchase price, exclusive of accrued interest (the "Short-Dated Tender Cap"), of 6.25% Euro-denominated Senior Notes due 2017, 6.5% Senior Notes due 2017 and 7.25% Senior Notes due 2018, collectively (the "Priority 1 Notes"), and no more than $250,000,000 aggregate purchase price, exclusive of accrued interest (the "Long-Dated Tender Cap"), of Floating Rate Senior Notes due 2019 (the "Priority 2 Notes"), 6.625% Senior Notes due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due 2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022 and 5.75% Senior Notes due 2023 (collectively, the "Priority 3 Notes" and, together with the Priority 2 Notes, the "Long-Dated Notes"), will be purchased in the Tender Offers. For purposes of determining the application of the Short-Dated Tender Cap, the Aggregate Maximum Purchase Amount and proration, 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 €1,000 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate. The Priority 3 Notes are subject to an additional cap on the aggregate purchase price (exclusive of accrued interest) of such Notes that prohibits the aggregate principal amount of such Notes accepted for purchase on any Settlement Date (as defined below) from exceeding the aggregate principal amount of (i) the Priority 1 Notes and Priority 2 Notes accepted for purchase under the Tender Offers and (ii) Other Notes (as defined below) accepted for purchase in the Concurrent Tender Offers (as defined below) (the "Priority 3 Tender Cap" and, together with the Short-Dated Tender Cap and the Long-Dated Tender Cap, the "Tender Caps" and each individually, a "Tender Cap"). The terms and conditions of the Tender Offers are described in an Offer to Purchase dated August 15, 2016 (the "Offer to Purchase") and the related Letter of Transmittal.
INVESTOR CONTACT:
MEDIA CONTACT:
CHESAPEAKE ENERGY CORPORATION
Brad Sylvester, CFA
Gordon Pennoyer
6100 North Western Avenue
(405) 935-8859
(405) 935-8878
P.O. Box 18496
ir@chk.com
media@chk.com
Oklahoma City, OK 73154
The following table sets forth certain terms of the Tender Offers:
Series of Notes
CUSIP Number/
ISIN
Aggregate
Principal
Amount
Outstanding
Tender Caps(1)
Acceptance
Priority
Level
Tender Offer
Consideration(2)
Early Tender
Premium(2)
Total
Consideration(2)(3)
6.25% Euro-denominated Senior Notes due 2017
XS0273933902
€302,108,000
$400,000,000
1
€970.00
€30.00
€1,000.00
6.5% Senior Notes due 2017
165167BS5
$315,126,000
1
$970.00
$30.00
$1,000.00
7.25% Senior Notes due 2018
165167CC9
$531,138,000
1
$965.00
$30.00
$995.00
Floating Rate Senior Notes due 2019
165167CM7
$948,501,000
$250,000,000
2
$885.00
$30.00
$915.00
6.625% Senior Notes due 2020
165167CF2
$822,087,000
3
$815.00
$30.00
$845.00
6.875% Senior Notes due 2020
165167BU0
165167BT3
USU16450AQ87
$302,163,000
3
$815.00
$30.00
$845.00
6.125% Senior Notes due 2021
165167CG0
$584,346,000
3
$782.50
$30.00
$812.50
5.375% Senior Notes due 2021
165167CK1
$276,171,000
3
$737.50
$30.00
$767.50
4.875% Senior Notes due 2022
165167CN5
$607,188,000
3
$722.50
$30.00
$752.50
5.75% Senior Notes due 2023
165167CL9
$384,390,000
3
$732.50
$30.00
$762.50
(1)
The $400,000,000 Short-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Priority 1 Notes, collectively, and the $250,000,000 Long-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Long-Dated Notes, collectively. In addition, the Priority 3 Notes accepted for purchase are subject to the Priority 3 Tender Cap. For purposes of determining the application of the Short-Dated Tender Cap, the Aggregate Maximum Purchase Amount and proration, 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 €1,000 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate.
(2)
Per €1,000 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). Subject to the Aggregate Maximum Purchase Amount, the Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date (as defined below) will be accepted for purchase before any notes validly tendered after the Early Tender Date.
