Chesapeake Energy (CHK) Enters Private Purchase, Exchange Agreements for Common Stock
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Chesapeake Energy (NYSE: CHK) disclosed the following in a U.S. SEC filing on Thursday:
Item 8.01. Other Events.
As of September 29, 2016, Chesapeake Energy Corporation (the “Company”) entered into privately negotiated purchase and exchange agreements under which the Company has agreed to exchange an aggregate of 6,670,906 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), plus an additional $50,874,600 of shares of Common Stock, for (i) 125,319 shares of 5.75% Cumulative Convertible Preferred Stock and (ii) 44,263 shares of 5.75% Cumulative Convertible Preferred Stock (Series A). Since the additional number of shares of Common Stock will be based upon a volume-weighted trading price over a future period, the total number of shares to be issued cannot be determined at this time. The Company may engage in similar transactions in the future but is under no obligation to do so. These transactions are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as they did not involve a public offering.
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.
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