UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 10, 2007 (May 8, 2007)

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CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

 

 

 

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):

 

(17 CFR 240.14d-2(b))

(17 CFR 240.13e-4(c))

Section 8 – Other Events

 

Item 8.01 Other Events.

 

On May 8, 2007, Chesapeake Energy Corporation issued a press release announcing its new corporate logo. The press release is attached hereto as Exhibit 99.1.

 

On May 8, 2007, the Company announced that it intends to offer $1 billion of a new issue of contingent convertible senior notes due 2037. Chesapeake intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility. The press release is attached hereto as Exhibit 99.2.

 

On May 10, 2007, the Company announced pricing of a new issue of contingent convertible senior notes due 2037. The press release is attached hereto as Exhibit 99.3.

 

 

 

 

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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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EXHIBIT 99.1

 

 

 

CONTACTS:

 

CHESAPEAKE ENERGY CORPORATION INTRODUCES NEW LOGO

 

OKLAHOMA CITY, OK, MAY 8, 2007 – Chesapeake Energy Corporation (NYSE:CHK), the nation’s third-largest independent and sixth-largest overall producer of natural gas, introduced its new corporate logo today featuring a distinctive green element to communicate both the environmental attractiveness of natural gas and Chesapeake and the country’s increasing environmental awareness.

 

“Corporate logos should clearly communicate what a company stands for and because Chesapeake has evolved significantly in the seven years since we last updated our logo, we believed it was time for an upgrade. The new logo reflects the increased size of Chesapeake, our unparalleled commitment to natural gas and highlights to our stakeholders the environmental attractiveness of the product we sell. Our new logo also serves as a key visual element of our corporate communications focus to more strongly leverage our industry leadership position and to emphasize the economic and environmental attributes of natural gas,” said Chesapeake’s chairman and CEO, Aubrey K. McClendon.

 

Chesapeake’s new logo features several new and updated design elements. The addition of a bright green stroke represents the most notable addition to the new logo. “This element suggests the earth and visibly communicates the company’s commitment to the environment – an attribute of which we are very proud,” McClendon noted. In addition, the familiar flame in Chesapeake’s previous logo has been graphically revamped to more effectively convey the energetic spirit of Chesapeake’s strategy and employees. Moreover, adding the word “Energy” to the logo more clearly identifies the company as a leading energy explorer and producer.

In his email to Chesapeake’s 5,000 employees that rolled out the new “Clean and Green” logo, McClendon emphasized that Chesapeake and the natural gas industry can help solve the energy and environmental challenges the country and the world are facing in the years ahead. He also noted that some of the great public debates of the next decade will be waged over how America will meet its growing need for more electricity while at the same time reducing greenhouse gas emissions that are widely blamed for causing global warming.

 

Citing current statistics, Mr. McClendon stated, “Burning natural gas instead of oil products or coal reduces greenhouse gas emissions by approximately 50%. Natural gas currently fuels about 21% of the nation’s electricity generation and is well positioned for further market-share gains. By comparison, coal-fired generation provides 52%, nuclear plants provide 21% and renewable sources such as hydro and wind provide 6%. We are seeing a broad movement in our country toward limiting greenhouse gas emissions and embracing smarter environmental practices by consumers and companies. Americans need more energy, but they also want cleaner skies. We believe the evidence clearly demonstrates that natural gas is by far the most practical solution to the problem – it is abundant, affordable, reliable, clean burning and domestically produced.

 

“We intend to enthusiastically communicate the superiority of natural gas over other energy sources beginning with the introduction of our new logo and the founding of the American Clean Skies Foundation. This foundation will be focused on educating policymakers and consumers about the positive attributes of natural gas. It will be based in Washington, D.C. and will be headed by the very capable and knowledgeable Denise Bode upon her resignation from Oklahoma’s Corporation Commission at the end of May,” McClendon said.

 

The Oklahoma City-based advertising agency Ackerman-McQueen has worked with Chesapeake on numerous corporate image projects over the years and developed the new logo with input from Chesapeake’s graphic design department.

 

Chesapeake Energy Corporation is the third-largest independent and sixth-largest overall producer of natural gas in the U.S. Headquartered in Oklahoma City, the company’s operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States. The company’s Internet address is www.chkenergy.com.

 

 

 

EXHIBIT 99.2

 

 

CONTACTS:

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES OFFERING OF

$1.0 BILLION OF CONTINGENT CONVERTIBLE SENIOR NOTES

 

OKLAHOMA CITY, OKLAHOMA, MAY 8, 2007 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a public offering of $1.0 billion of a new issue of contingent convertible senior notes due 2037. The notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and Chesapeake common stock. In general, upon conversion of a note, the holder of such note will receive cash equal to the principal amount of the note and common stock for the note’s conversion value in excess of the principal amount of the note. Chesapeake intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility. The contingent convertible senior notes are being offered pursuant to an automatically effective registration statement filed today with the U.S. Securities and Exchange Commission. Chesapeake intends to list the notes on the New York Stock Exchange after issuance.

Credit Suisse Securities (USA) LLC and UBS Securities LLC will act as Joint Global Coordinators and Book-Running Managers for the offering. Copies of the preliminary prospectus and records relating to the offering may be obtained from the offices of Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037 or UBS Securities LLC, Prospectus Department, 299 Park Avenue, 29th Floor, New York, NY 10071, 212-821-3000. An electronic copy of the prospectus will be available on the website of the Securities and Exchange Commission at www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

Chesapeake Energy Corporation is the third-largest independent and sixth-largest overall producer of natural gas in the U.S. Headquartered in Oklahoma City, the company’s operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States.

 

 

 

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EXHIBIT 99.3

 

 

CONTACTS:

 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING OF OFFERING OF $1 BILLION OF CONTINGENT CONVERTIBLE SENIOR NOTES

 

OKLAHOMA CITY, OKLAHOMA, May 10, 2007 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its previously announced offering of

$1 billion aggregate principal amount of contingent convertible senior notes due 2037. In addition, Chesapeake has granted the underwriters a 13-day option to purchase up to an additional $150 million of the convertible notes to cover over-allotments. The notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and Chesapeake common stock at an initial base conversion price of $51.585 (subject to adjustment in certain circumstances), which is equivalent to an initial base conversion rate of approximately 19.3855 common shares per $1,000 principal amount of convertible notes. In addition, if at the time of conversion the applicable price of Chesapeake’s common stock exceeds the base conversion price, holders will receive up to an additional 9.6927 shares of Chesapeake common stock per $1,000 principal amount of notes, as determined pursuant to a specified formula. In general, upon conversion of a note, the holder of such note will receive cash equal to the principal amount of the note and Chesapeake common stock for the note’s conversion value in excess of such principal amount.

 

The convertible notes will bear interest at a rate of 2.50% per annum and will also bear contingent interest, in certain circumstances, for periods commencing with the six-month period ending November 14, 2017. The convertible notes will mature on May 15, 2037 and may not be redeemed by Chesapeake prior to May 15, 2017, after which they may be redeemed at 100% of the principal amount plus accrued interest. Holders of the convertible notes may require Chesapeake to repurchase some or all of the convertible

 

notes on May 15, 2017, 2022, 2027 and 2032, or in the event of certain change of control transactions, at 100% of the principal amount plus accrued interest. The convertible notes will be senior unsecured obligations of Chesapeake and will be guaranteed by substantially all of Chesapeake’s subsidiaries.

 

The offering is being made under an automatically effective shelf registration statement filed with the Securities and Exchange Commission on May 8, 2007 by means of a separate prospectus supplement and a final term sheet.

 

The offering is expected to close on May 15, 2007, subject to customary closing conditions. Chesapeake intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility.

 

Credit Suisse Securities (USA) LLC and UBS Securities LLC were Joint Global Coordinators and Book-Running Managers for the offering. Copies of the prospectus supplement and may be obtained from the offices of Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037 or UBS Securities LLC, Prospectus Department, 299 Park Avenue, 29th Floor, New York, NY 10071, 212-821-3000. An electronic copy of the prospectus supplement will be available on the website of the Securities and Exchange Commission at www.sec.gov.

 

Chesapeake Energy Corporation is the third-largest independent and sixth-largest overall producer of natural gas in the U.S. Headquartered in Oklahoma City, the company’s operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States.

 

 

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