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Chesapeake Energy Corporation Announces Private Exchange Offers For Senior Notes
OKLAHOMA CITY, Dec. 4, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced the commencement of private offers of up to $1,500,000,000 aggregate principal amount (the "Maximum Exchange Amount") of its new 11.5% Senior Secured Second Lien Notes due 2025 (the "Second Lien Notes") in exchange for certain outstanding senior unsecured notes (collectively, the "Existing Notes") issued by the Company, upon the terms and subject to the conditions set forth in the Company's confidential offering memorandum and the related letter of transmittal, each dated December 4, 2019. The Company may, subject to applicable law, increase the Maximum Exchange Amount without extending the Early Tender Date (as defined below) or reinstating withdrawal rights. The Company does not expect to increase the Maximum Exchange Amount to an amount greater than $2,340,000,000, if at all. The Exchange Offers are conditioned upon sufficient Existing Notes being tendered such that at least $1,500,000,000 aggregate principal amount of Second Lien Notes will be issued in the Exchange Offers (the "Minimum Second Lien Note Condition").
The following table sets forth each series of Existing Notes subject to the exchange offers, the acceptance priority level (the "Acceptance Priority Level") for such series and the applicable consideration offered for such series in the applicable exchange offer (each, an "Exchange Offer" and collectively, the "Exchange Offers").
Principal Amount of
Second Lien Notes(1)
Title of Series of Existing Notes
CUSIP Number(s)
Aggregate
Outstanding
Principal Amount
Acceptance Priority Level(2)
Early
Exchange
Consideration,
if
Tendered
and Not
Withdrawn
at or Prior to
the Early
Tender Date
Late
Exchange
Consideration,
if
Tendered
After the
Early
Tender Date
and at or
Prior to the
Expiration Date
8.00% Senior Notes due 2027
165167CV7
165167CZ8
$1,090,000,000
1
$700.00
$650.00
8.00% Senior Notes due 2026
165167DC8
U16450AY1
$918,514,000
2
$700.00
$650.00
8.00% Senior Notes due 2025
165167CT2
165167CU9
U16450AU9
$1,244,498,000
3
$700.00
$650.00
7.50% Senior Notes due 2026
165167DB0
$400,000,000
4
$620.00
$570.00
7.00% Senior Notes due 2024
165167DA2
$850,000,000
5
$620.00
$570.00
(1)
For each $1,000 principal amount of Existing Notes.
(2)
All Existing Notes that are tendered for exchange in an Exchange Offer at or prior to the Early Tender Date will have priority over Existing Notes that are tendered for exchange after the Early Tender Date, even if such Existing Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Existing Notes tendered at or prior to the Early Tender Date and even if the Company does not elect to have an Early Settlement Date. The maximum amount of Second Lien Notes that the Company will issue in the Exchange Offers equals $1,500,000,000 aggregate principal amount of Second Lien Notes, which the Company reserves the right to increase at any time in its sole discretion, subject to compliance with applicable law and the terms of its outstanding indebtedness. The Company does not expect to increase the Maximum Exchange Amount to an amount greater than $2,340,000,000, if at all. The Exchange Offers are conditioned upon sufficient Existing Notes being tendered such that at least $1,500,000,000 aggregate principal amount of Second Lien Notes will be issued in the Exchange Offers.
As of December 4, 2019, Eligible Holders (as defined below) representing (a) approximately $723 million, or approximately 79%, of the aggregate principal amount of the 8.00% Senior Notes due 2026 and (b) approximately $262 million, or approximately 25%, of the aggregate principal amount of the 8.00% Senior Notes due 2027 have committed to tender their Existing Notes in the applicable Exchange Offer at or prior to the applicable Early Tender Date.
The Exchange Offers are being made only to Eligible Holders. Eligible Holders must validly tender (and not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on December 17, 2019 (the "Early Tender Date"), in order to be eligible to receive the applicable "Early Exchange Consideration" shown in the table above. Existing Notes validly tendered (and not validly withdrawn) after the Early Tender Date but prior to the Expiration Date (as defined below) will be eligible to receive the applicable "Late Exchange Consideration" set out in such table.
Chesapeake Energy Corporation Announces Private Exchange Offers For Senior Notes
OKLAHOMA CITY, Dec. 4, 2019 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) (the "Company") today announced the commencement of private offers of up to $1,500,000,000 aggregate principal amount (the "Maximum Exchange Amount") of its new 11.5% Senior Secured Second Lien Notes due 2025 (the "Second Lien Notes") in exchange for certain outstanding senior unsecured notes (collectively, the "Existing Notes") issued by the Company, upon the terms and subject to the conditions set forth in the Company's confidential offering memorandum and the related letter of transmittal, each dated December 4, 2019. The Company may, subject to applicable law, increase the Maximum Exchange Amount without extending the Early Tender Date (as defined below) or reinstating withdrawal rights. The Company does not expect to increase the Maximum Exchange Amount to an amount greater than $2,340,000,000, if at all. The Exchange Offers are conditioned upon sufficient Existing Notes being tendered such that at least $1,500,000,000 aggregate principal amount of Second Lien Notes will be issued in the Exchange Offers (the "Minimum Second Lien Note Condition").
![mail](https://ecp.yusercontent.com/mail?url=https%3A%2F%2Fmma.prnewswire.com%2Fmedia%2F683641%2FChesapeake_Energy_Corporation_Logo.jpg&t=1575468036&ymreqid=1cec3362-0df0-9809-1c28-62007001d500&sig=JrNiiTYZaoX7yTi3rd1lYg--~C)
The following table sets forth each series of Existing Notes subject to the exchange offers, the acceptance priority level (the "Acceptance Priority Level") for such series and the applicable consideration offered for such series in the applicable exchange offer (each, an "Exchange Offer" and collectively, the "Exchange Offers").
Principal Amount of
Second Lien Notes(1)
Title of Series of Existing Notes
CUSIP Number(s)
Aggregate
Outstanding
Principal Amount
Acceptance Priority Level(2)
Early
Exchange
Consideration,
if
Tendered
and Not
Withdrawn
at or Prior to
the Early
Tender Date
Late
Exchange
Consideration,
if
Tendered
After the
Early
Tender Date
and at or
Prior to the
Expiration Date
8.00% Senior Notes due 2027
165167CV7
165167CZ8
$1,090,000,000
1
$700.00
$650.00
8.00% Senior Notes due 2026
165167DC8
U16450AY1
$918,514,000
2
$700.00
$650.00
8.00% Senior Notes due 2025
165167CT2
165167CU9
U16450AU9
$1,244,498,000
3
$700.00
$650.00
7.50% Senior Notes due 2026
165167DB0
$400,000,000
4
$620.00
$570.00
7.00% Senior Notes due 2024
165167DA2
$850,000,000
5
$620.00
$570.00
(1)
For each $1,000 principal amount of Existing Notes.
(2)
All Existing Notes that are tendered for exchange in an Exchange Offer at or prior to the Early Tender Date will have priority over Existing Notes that are tendered for exchange after the Early Tender Date, even if such Existing Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Existing Notes tendered at or prior to the Early Tender Date and even if the Company does not elect to have an Early Settlement Date. The maximum amount of Second Lien Notes that the Company will issue in the Exchange Offers equals $1,500,000,000 aggregate principal amount of Second Lien Notes, which the Company reserves the right to increase at any time in its sole discretion, subject to compliance with applicable law and the terms of its outstanding indebtedness. The Company does not expect to increase the Maximum Exchange Amount to an amount greater than $2,340,000,000, if at all. The Exchange Offers are conditioned upon sufficient Existing Notes being tendered such that at least $1,500,000,000 aggregate principal amount of Second Lien Notes will be issued in the Exchange Offers.
As of December 4, 2019, Eligible Holders (as defined below) representing (a) approximately $723 million, or approximately 79%, of the aggregate principal amount of the 8.00% Senior Notes due 2026 and (b) approximately $262 million, or approximately 25%, of the aggregate principal amount of the 8.00% Senior Notes due 2027 have committed to tender their Existing Notes in the applicable Exchange Offer at or prior to the applicable Early Tender Date.
The Exchange Offers are being made only to Eligible Holders. Eligible Holders must validly tender (and not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on December 17, 2019 (the "Early Tender Date"), in order to be eligible to receive the applicable "Early Exchange Consideration" shown in the table above. Existing Notes validly tendered (and not validly withdrawn) after the Early Tender Date but prior to the Expiration Date (as defined below) will be eligible to receive the applicable "Late Exchange Consideration" set out in such table.