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): March 26, 2008
CHESAPEAKE
ENERGY CORPORATION
(Exact
name of Registrant as specified in its Charter)
Oklahoma
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1-13726
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73-1395733
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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6100
North Western Avenue, Oklahoma City, Oklahoma
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73118
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(Address
of principal executive offices)
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(Zip
Code)
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(405)
848-8000
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(Registrant’s
telephone number, including area code)
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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)
*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On
March
26, 2008, Chesapeake Energy Corporation (the “Company”) issued a press release
announcing the offering of 20 million shares of Common Stock. The
press release is attached hereto as Exhibit 99.1.
On
March
27, 2008, the Company issued a press release announcing the pricing of
such
offering of 20 million shares of Common Stock. The press release is
attached hereto as Exhibit 99.2.
Section
8 – Other Events
Item
8.01 Other Events.
On
March
27, 2008, the Company entered into an Underwriting Agreement with Deutsche
Bank
Securities, Banc of America Securities LLC and Lehman Brothers as
representatives of the several underwriters, to issue and sell to the
underwriters 20 million shares of its Common Stock. The Underwriting
Agreement also provides the underwriters with a 30-day option to purchase
a
maximum of 3 million additional shares of Common Stock. A copy of
this agreement is filed herewith as Exhibit 99.3.
An
opinion by Commercial Law Group, P.C. related to our registration statement
on
Form S-3 (Registration No. 333-130196) and the offering is also attached
hereto
as Exhibit 5.1.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Document
Description
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99.1
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Chesapeake
Energy Corporation press release dated March 26, 2008
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99.2
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Chesapeake
Energy Corporation press release dated March 27, 2008
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99.3
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Underwriting
Agreement dated as of March 27, 2008 by and among Chesapeake Energy
Corporation and Deutsche Bank Securities, Banc of America Securities
LLC
and Lehman Brothers, as representatives of the several
underwriters
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5.1
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Opinion
Letter of Commercial Law Group, P.C.
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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.
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CHESAPEAKE
ENERGY CORPORATION
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By:
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/s/
Jennifer M. Grigsby
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Jennifer
M. Grigsby |
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Senior
Vice President, Treasurer and Corporate Secretary
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Date:
April 1, 2008
EXHIBIT
INDEX
Exhibit
No.
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Document
Description
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99.1
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Chesapeake
Energy Corporation press release dated March 26, 2008
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99.2
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Chesapeake
Energy Corporation press release dated March 27, 2008
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99.3
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Underwriting
Agreement dated as of March 27, 2008 by and among Chesapeake Energy
Corporation and Deutsche Bank Securities, Banc of America Securities
LLC
and Lehman Brothers, as representatives of the several
underwriters
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5.1
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Opinion
Letter of Commercial Law Group, P.C.
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