1 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) APRIL 2, 2001 (MARCH 30, 2001) - -------------------------------------------------------------------------------- CHESAPEAKE ENERGY CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) OKLAHOMA 1-13726 73-1395733 (State or other jurisdiction (Commission File No.) (IRS Employer Identification No.) ---------------------------- --------------------- --------------------------------- of incorporation) 6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118 ---------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) (405) 848-8000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code)
2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS On March 30, 2001, Chesapeake Energy Corporation ("Chesapeake") issued a press release announcing 8.125% pricing on $800 million of new senior notes. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibit is filed herewith: 99. Press Release issued by the Registrant on March 30, 2001. 2
3 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, thereunto duly authorized. CHESAPEAKE ENERGY CORPORATION BY: /s/ AUBREY K. MCCLENDON ----------------------------------- AUBREY K. MCCLENDON Chairman of the Board and Chief Executive Officer Dated: April 2, 2001 3
4 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99 Press Release issued by the Registrant on March 30, 2001.
1 EXHIBIT 99 NEWS RELEASE [CHESAPEAKE LOGO] [CHESAPEAKE ENERGY CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE MARCH 30, 2001 CONTACTS: MARC ROWLAND TOM PRICE, JR. EXECUTIVE VICE PRESIDENT SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CORPORATE DEVELOPMENT (405) 879-9232 (405) 879-9257 - -------------------------------------------------------------------------------- CHESAPEAKE ENERGY CORPORATION ANNOUNCES 8.125% PRICING ON $800 MILLION OF NEW SENIOR NOTES NEW SENIOR NOTES WILL REPLACE $823 MILLION OF EXISTING SENIOR NOTES DUE IN 2005 AND 2006 ANNUAL INTEREST RATE SAVINGS OF $15 MILLION EXPECTED AND AVERAGE DEBT MATURITY EXTENDED TO 2010 OKLAHOMA CITY, OKLAHOMA, MARCH 30, 2001 - Chesapeake Energy Corporation (NYSE:CHK) today announced that it has priced its new Rule 144A offering of $800 million senior notes due 2011, which will carry an interest rate coupon of 8.125%. As reported yesterday, the proceeds from this offering will be used to redeem Chesapeake's existing $120 million principal amount of 9.125% senior notes due 2006, $500 million principal amount of 9.625% senior notes due 2005 and $202.5 million principal amount of 11.125% senior secured notes due 2005 of Gothic Production Corporation, a Chesapeake subsidiary. By issuing the new senior notes at an 8.125% interest rate, Chesapeake anticipates its annual interest expense will decline by $15 million, an annual savings of $0.06 per share and $0.09 per mcfe of expected 2001 production. Furthermore, the new offering will significantly extend the average maturity of its senior note debt to 9.2 years from 4.9 years. Chesapeake's only remaining senior note maturity during the next 10 years is $150 million of 7.875% senior notes due in 2004. Although redeeming the $823 million in senior notes will require payment of aggregate make-whole and redemption premiums of $74 million, the significant annual interest expense savings of $15 million from the redemptions will create positive net present value
2 of more than $6 million. However, one negative impact from the redemptions will be a one-time after-tax charge in the second quarter of 2001 of $50 million, or $0.31 per share. The notes to be offered by Chesapeake will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The information in this release includes certain forward-looking statements that are based on assumptions that in the future may prove not to have been accurate. Those statements, and Chesapeake Energy Corporation's business and prospects, are subject to a number of risks, including production variances from expectations, uncertainties about estimates of reserves, volatility of oil and gas prices, the need to develop and replace reserves, the substantial capital expenditures required to fund operations, environmental risks, drilling and operating risks, risks related to exploratory and developmental drilling, competition, government regulation, and the ability of the company to implement its business strategy. These and other risks are described in the company's documents and reports that are available from the United States Securities and Exchange Commission, including those discussed under Risk Factors in the report filed on Form 10-K for the year ended December 31, 2000. Chesapeake Energy Corporation is among the 10 largest independent natural gas producers in the U.S. Headquartered in Oklahoma City, the company's operations are focused on exploratory and developmental drilling and producing property acquisitions in the Mid-Continent region of the United States. The company's Internet address is www.chkenergy.com. ### 2