chk02032009_8k.htm
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): January 28, 2009
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))
Item 8.01. Other
Events.
On
January 28, 2009, Chesapeake Energy Corporation (the "Company") issued a press
release announcing the pricing of a previously announced offering of senior
notes due 2015. A copy of the press release is filed herewith as
Exhibit 99.1.
On
January 28, 2009, the Company also entered into an Underwriting Agreement with
Deutsche Bank Securities Inc., Banc of America Securities LLC, Credit Suisse
Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC, as representatives of several
underwriters, relating to the public offering of $1 billion principal amount of
the Company’s 9.50% Senior Notes due 2015 (the "Senior Notes"). A
copy of the Underwriting Agreement relating to the Senior Notes offering is
filed herewith as Exhibit 99.2.
On
February 2, 2009, the Company completed the public offering of $1 billion
principal amount of the Senior Notes. The Senior Notes offering was
made pursuant to a registration statement on Form S-3 (No. 333-156979) of the
Company and its guarantor subsidiaries. The registration statement was
automatically effective upon filing on January 27, 2009. A prospectus
supplement dated January 28, 2009 to the base prospectus dated January 27, 2009
forming a part of the registration statement was filed on January 30, 2009 with
the Securities and Exchange Commission (the "SEC") under Rule 424(b)(2) of the
Securities Act of 1933, as amended. An opinion of counsel related to such
registration statement and the Senior Notes offering is filed herewith as
Exhibits 5.1.
The
Senior Notes were issued on February 2, 2009 under an Indenture dated as of
February 2, 2009 among the Company, certain of the Company's subsidiaries, as
guarantors, and The Bank of New York Mellon Trust Company, N.A., as
trustee. The Indenture is filed herewith as Exhibit 4.1.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
|
|
Document
Description
|
|
|
|
|
|
4.1
|
|
Indenture
dated as of February 2, 2009 among Chesapeake Energy Corporation, as
issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and
The Bank of New York Mellon Trust Company, N.A., as Trustee, with respect
to the 9.50% Senior Notes due 2015
|
|
|
|
|
|
5.1
|
|
Opinion
Letter of Bracewell & Giuliani LLP
|
|
|
|
|
|
99.1
|
|
Press
release dated January 28, 2009 announcing pricing of 9.50% Senior Notes
due 2015
|
|
|
|
|
|
99.2
|
|
Underwriting
Agreement dated as of January 28, 2009 by and among Chesapeake Energy
Corporation, Deutsche Bank Securities, Inc., Banc of America Securities
LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated and Wachovia Capital Markets, as
representatives of several underwriters
|
|
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/
Jennifer M. Grigsby
|
|
|
Jennifer
M. Grigsby
Senior
Vice President, Treasurer and Corporate
Secretary
|
Date: February
3, 2009
EXHIBIT
INDEX
Exhibit
No.
|
|
Document
Description
|
|
|
|
|
|
4.1
|
|
Indenture
dated as of February 2, 2009 among Chesapeake Energy
Corporation, as issuer, the subsidiaries signatory thereto, as Subsidiary
Guarantors, and The Bank of New York Mellon Trust Company, N.A., as
Trustee, with respect to the 9.50% Senior Notes due 2015
|
|
|
|
|
|
5.1
|
|
Opinion
Letter of Bracewell & Giuliani LLP
|
|
|
|
|
|
99.1
|
|
Press
release dated January 28, 2009 announcing pricing of 9.50% Senior Notes
due 2015
|
|
|
|
|
|
99.2
|
|
Underwriting
Agreement dated as of January 28, 2009 by and among Chesapeake Energy
Corporation, Deutsche Bank Securities, Inc., Banc of America Securities
LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated and Wachovia Capital Markets, as
representatives of several underwriters
|
|