CHESAPEAKE ENERGY CORP false 0000895126 0000895126 2019-09-09 2019-09-09

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): September 9, 2019

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

Oklahoma		1-13726		73-1395733
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)
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)    

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		CHK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 3.02

Unregistered Sales of Equity Securities.

On September 9, 2019, Chesapeake Energy Corporation (the “Company”) entered into a privately negotiated securities exchange agreement with a large multi-asset investment manager under which it has issued or agreed to issue an aggregate of 250,721,554 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in exchange for: (i) approximately $40.0 million aggregate principal amount of its 5.75% Convertible Preferred Stock; (ii) approximately $112.7 million aggregate principal amount of its 4.875% Senior Notes due 2022; (iii) approximately $129.3 million aggregate principal amount of its 5.75% Senior Notes due 2023; (iv) approximately $155.8 million aggregate principal amount of its 5.5% Convertible Senior Notes due 2026; and (v) approximately $150.0 million aggregate principal amount of its 8.00% Senior Notes due 2027 (collectively, the “Exchange Transactions”). The Company may engage in similar transactions in the future but is under no obligation to do so.

Pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Common Stock issued in the Exchange Transactions was issued to existing security holders of the Company and no commission or other remuneration will be paid or given for soliciting the exchanges. Other exemptions may apply.

This current report does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the securities will be made only by means of an exemption from registration under the Securities Act.

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.

Date: September 10, 2019