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): February 10, 2009
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)
* 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
February 10, 2009, Chesapeake Energy Corporation (the “Company”) issued a press
release announcing a public offering of an additional $300 million of its
existing 9.50% Senior Notes due 2015 (The “Senior Notes”). A copy of
this press release is filed herewith as Exhibit 99.1.
On
February 11, 2009, the Company issued a press release announcing the pricing of
its previously announced offering of the additional Senior
Notes. This press release also announced that the offering size had
been increased to $425 million from the previously announced offering size of
$300 million. A copy of the press release is filed herewith as
Exhibit 99.2.
On
February 11, 2009, the Company and its guarantor subsidiaries also entered into
an Underwriting Agreement with Banc of America Securities LLC and Deutsche Bank
Securities Inc. relating to the public offering of additional Senior Notes
described above. A copy of the Underwriting Agreement is filed
herewith as Exhibit 99.3.
On
February 17, 2009, the Company completed the public offering of $425 million
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 February 11, 2009 to the base prospectus dated January 27, 2009 forming a
part of the registration statement was filed on February 12, 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
Exhibit 5.1.
The
Senior Notes were issued on February 17, 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, as
amended and supplemented by the First Supplemental Indenture thereto dated as of
February 10, 2009. The Indenture is incorporated herein by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on
February 3, 2009 and the First Supplemental Indenture is filed herewith as
Exhibit 4.2.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d) Exhibits. See
"Index to Exhibits" attached to this Current Report on Form 8-K, which is
incorporated by reference herein.
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
Senior
Vice President, Treasurer and Corporate
Secretary
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Date: February
17, 2009
EXHIBIT
INDEX
Exhibit
No.
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Document
Description
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4.1
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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 (incorporated herein by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC
on February 3, 2009.)
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4.2*
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First
Supplemental Indenture dated as of February 10, 2009 to Indenture dated as
of February 2, 2009 among Chesapeake, as issuer, its 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.
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5.1*
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Opinion
Letter of Bracewell & Giuliani LLP
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99.1*
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Press
release dated February 10, 2009 announcing offering of additional 9.50%
Senior Notes due 2015
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99.2*
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Press
release dates February 11, 2009 announcing pricing of offering of
additional 9.50% Senior Notes due 2015
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99.3*
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Underwriting
Agreement dated as of February 11, 2009 by and among Chesapeake Energy
Corporation, the subsidiary guarantors party thereto, Banc of America
Securities LLC and Deutsche Bank Securities, Inc.
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* Filed
herewith.