Chesapeake Energy (CHK) Offers Final Results of Aggregate $800M non-Convertible Notes Tender Offer
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Chesapeake Energy Corporation (NYSE: CHK) announced the expiration and final results of its offers to purchase for cash (the "Tender Offers") up to $800,000,000 aggregate purchase price (exclusive of accrued interest) (the "Aggregate Maximum Purchase Amount") of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"). As of 11:59 p.m., New York City time, on September 26, 2016 (such date and time, the "Expiration Date"), Chesapeake received valid tenders totaling approximately $933.3 million aggregate principal amount of the Notes.
The following table sets forth the approximate aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to the Expiration Date:
Series of Notes
CUSIP Number/ ISIN
Aggregate Principal Amount Outstanding Prior to Tender Offers
Approximate Aggregate Principal Amount of Notes Tendered
Aggregate Principal Amount Accepted on Early Settlement Date
Acceptance Priority Level
Total Consideration(2) (3)
6.25% Euro-denominated Senior Notes due 2017
6.5% Senior Notes due 2017
7.25% Senior Notes due 2018
Floating Rate Senior Notes due 2019
6.625% Senior Notes due 2020
6.875% Senior Notes due 2020
6.125% Senior Notes due 2021
5.375% Senior Notes due 2021
4.875% Senior Notes due 2022
5.75% Senior Notes due 2023
(1) The Short-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the 6.25% Euro-denominated Senior Notes due 2017, the 6.5% Senior Notes due 2017 and the 7.25% Senior Notes due 2018, collectively, and the New Long-Dated Tender Cap applies to the aggregate purchase price (exclusive of accrued interest) of the Floating Rate Senior Notes due 2019, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively. In addition, the 6.625% Senior Notes due 2020, the 6.875% Senior Notes due 2020, the 6.125% Senior Notes due 2021, the 5.375% Senior Notes due 2021, the 4.875% Senior Notes due 2022 and the 5.75% Senior Notes due 2023, collectively, are subject to the Priority 3 Tender Cap (as defined in the Offer to Purchase). For purposes of determining the application of the Short-Dated Tender Cap, the aggregate purchase price (exclusive of accrued interest) to be paid in Euros for the 6.25% Euro-denominated Senior Notes due 2017 will be converted into U.S. dollars at an exchange ratio of $1.1162 to €1.00 as of 5:00 p.m., New York City time, on August 12, 2016, as set forth by the Bloomberg EURUSD Spot Exchange Rate.
(2) Per €1,000 principal amount of 6.25% Euro-denominated Senior Notes due 2017 and $1,000 principal amount of Notes (other than the 6.25% Euro-denominated Senior Notes due 2017) validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date (each as defined in the Offer to Purchase)). Subject to the $800,000,000 aggregate maximum purchase amount, the Current Tender Caps and proration described in the Offer to Purchase, notes validly tendered at or prior to the Early Tender Date will be accepted for purchase before any notes validly tendered after the Early Tender Date.
(3) Includes the applicable Early Tender Premium (as defined in the Offer to Purchase).
Chesapeake accepted for purchase approximately $897.7 million aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on August 25, 2016 (the "Early Tender Date") for an aggregate consideration of approximately $800.0 million, excluding accrued and unpaid interest. Because the aggregate purchase price (exclusive of accrued interest) of Notes validly tendered at or prior to the Early Tender Date exceeded the Aggregate Maximum Purchase Amount, no Notes tendered after the Early Tender Date were accepted.
Goldman, Sachs & Co. acted as the dealer manager in the Tender Offers. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman, Sachs & Co. at (toll-free) (800) 828-3182 or (collect) (212) 902-6941.
From time to time after completion of the Tender Offers, Chesapeake and its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through additional tender offers, exchange offers or otherwise, or Chesapeake may redeem Notes that are able to be redeemed, pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by Chesapeake and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Chesapeake and its affiliates may choose to pursue in the future.
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