chk11252008_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 11, 2008
CHESAPEAKE
ENERGY CORPORATION
(Exact
name of Registrant as specified in its Charter)
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Oklahoma
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1-13726
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73-1395733
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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6100
North Western Avenue, Oklahoma City, Oklahoma
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73118
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(Address
of principal executive offices)
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(Zip
Code)
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(405)
848-8000
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(Registrant’s
telephone number, including area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
* Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
* Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
* Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
* Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Effective
November 11, 2008, Chesapeake Energy Corporation (“the Company”) entered into an
unsolicited transaction with a holder of the Company’s 2.75% Contingent
Convertible Senior Notes due 2035 (the “2.75% Convertible Notes”), to issue
1,309,176 shares of the Company’s Common Stock, par value $0.01 per share (the
"Common Stock"), in exchange for $37.235 million principal amount of the 2.75%
Convertible Notes, representing 7.02% of the aggregate outstanding principal
amount of the Company’s 2.75% Convertible Notes. The transaction
closed on November 17, 2008 and the $37.235 million of the 2.75% Convertible
Notes were retired upon receipt. The issuance of the shares of Common
Stock in this transaction was exempt from registration under the Securities Act
of 1933 pursuant to Section 3(a)(9) under the Securities Act.
Effective
November 17, 2008, the Company entered into an unsolicited transaction with a
holder of the Company’s 2.50% Contingent Convertible Senior Notes due 2037 (the
“2.50% Convertible Notes”), to issue 156,794 shares of Common Stock in exchange
for $5 million principal amount of the 2.50% Convertible Notes, representing
less than 1% of the aggregate outstanding principal amount of the Company’s
2.50% Convertible Notes. The transaction closed on November 19, 2008
and the $5 million of the 2.50% Convertible Notes were retired upon
receipt. The issuance of the shares of Common Stock in this
transaction was exempt from registration under the Securities Act of 1933
pursuant to Section 3(a)(9) under the Securities Act.
Effective November
17, 2008, the Company entered into an unsolicited transaction with a holder of
the Company’s 2.25% Contingent Convertible Senior Notes due 2038 (the “2.25%
Convertible Notes”), to issue 131,810 shares of Common Stock in exchange for $5
million principal amount of the 2.25% Convertible Notes, representing less than
1% of the aggregate outstanding principal amount of the Company’s 2.25%
Convertible Notes. The transaction closed on November 19, 2008 and
the $5 million of the 2.25% Convertible Notes were retired upon
receipt. The issuance of the shares of Common Stock in this
transaction was exempt from registration under the Securities Act of 1933
pursuant to Section 3(a)(9) under the Securities Act.
Effective November
20, 2008, the Company entered into an additional unsolicited transaction with a
holder of the 2.75% Convertible Notes, to issue 1,720,480 shares of Common Stock
in exchange for $41.901 million principal amount of the 2.75% Convertible Notes,
representing 8.50% of the aggregate outstanding principal amount of the
Company’s 2.75% Convertible Notes. The transaction closed on November
24, 2008 and the $41.901 million of the 2.75% Convertible Notes were retired
upon receipt. The issuance of the shares of Common Stock in this
transaction was exempt from registration under the Securities Act of 1933
pursuant to Section 3(a)(9) under the Securities Act.
Effective
November 20, 2008, the Company entered into an unsolicited transaction with a
holder of the Company’s 2.50% Convertible Notes, to issue 181,983 shares of
Common Stock in exchange for $5 million principal amount of the 2.50%
Convertible Notes, representing less than 1% of the aggregate outstanding
principal amount of the Company’s 2.50% Convertible Notes. The
transaction closed on November 25, 2008 and the $5 million of the 2.50%
Convertible Notes were retired upon receipt. The issuance of the
shares of Common Stock in this transaction was exempt from registration under
the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities
Act.
Effective
November 20, 2008, the Company entered into an unsolicited transaction with a
holder of the Company’s 2.25% Convertible Notes, to issue 998,891 shares of
Common Stock in exchange for $30 million principal amount of the 2.25%
Convertible Notes, representing 2.59% of the aggregate outstanding principal
amount of the Company’s 2.25% Convertible Notes. The transaction
closed on November 25, 2008 and the $30 million of the 2.25% Convertible Notes
were retired upon receipt. The issuance of the shares of Common Stock
in this transaction was exempt from registration under the Securities Act of
1933 pursuant to Section 3(a)(9) under the Securities Act.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On
November 25, 2008, Chesapeake Energy Corporation issued a press release
announcing the closing of its Marcellus Shale joint venture transaction with
StatoilHydro. Chesapeake sold a 32.5% interest in its Marcellus Shale
assets in Appalachia for $3.375 billion of consideration and retained a 67.5%
working interest. The assets included approximately 1.8 million net
acres of leasehold, of which StatoilHydro now owns approximately 0.6 million net
acres and Chesapeake owns approximately 1.2 million net acres. A copy
of the press release is attached as exhibit 99.1 to this Current
Report.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Document
Description
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99.1
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Chesapeake
Energy Corporation press release dated November 25, 2008
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHESAPEAKE
ENERGY CORPORATION
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By:
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/s/
Jennifer M. Grigsby |
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Jennifer
M. Grigsby
Senior
Vice President, Treasurer and Corporate
Secretary
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Date: November
25, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Document
Description
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99.1
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Chesapeake
Energy Corporation press release dated November 25 2008
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