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 16, 2019
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Item 3.02 Unregistered Sales of Equity Securities.
Chesapeake Energy Corporation (the “Company”) entered into a series of privately negotiated securities exchange agreements, executed between September 13 through September 18, 2019, under which it has issued or agreed to issue an aggregate of 68,599,009 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in exchange for: (i) approximately $55.0 million aggregate principal amount of its 8.00% Senior Notes due 2025; (ii) approximately $30.0 million aggregate principal amount of its 5.50% Senior Notes due 2026; and (iii) approximately $60.0 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.
CHESAPEAKE ENERGY CORPORATION | |
By: | /s/ DOMENIC J. DELL’OSSO, JR. |
Domenic J. Dell’Osso, Jr. | |
Executive Vice President and Chief Financial Officer | |
Date: September 19, 2019