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 31, 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))
Section
2 - Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On March
31, 2009, Chesapeake Energy Corporation (the “Company”) amended its Seventh
Amended and Restated Credit Agreement by and among the Company, Chesapeake
Exploration, L.L.C. and Chesapeake Appalachia, L.L.C., as Co-Borrowers, Union
Bank, N.A., as Administrative Agent, the other agents named therein and the
lenders from time to time parties thereto (the “Agreement”) to amend certain of
the definitions in Section 1.1 of the Agreement. The amended
definitions read as follows:
Applicable Rating Level
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Base Rate Loans
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Eurodollar Loans
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Level
I
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0.750%
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2.250%
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Level
II
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0.500%
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2.000%
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Level
III
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0.250%
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1.750%
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Level
IV
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0.125%
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1.625%
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Level
V
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0.000%
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1.500%
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““Commitment Fee
Rate”: on any day, a rate per annum equal to
0.500%.”
Additionally,
the Company amended Section 7.1(a) of the Agreement to read as
follows:
Also
effective March 31, 2009, pursuant to the Agreement, the Administrative Agent
and Majority Lenders, as defined in the Agreement, notified the Company that the
Borrowing Base will remain at $3.5 billion until the next date upon which the
Borrowing Base is to be redetermined.
The
Agreement was filed as Exhibit 4.1 to the Company’s Form 8-K filed on November
8, 2007 and is incorporated herein by reference.
Section
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation.
Effective
March 31 2009, the Company filed a Certificate of Elimination with the Oklahoma
Secretary of State retiring 3,033 shares of 4.125% Cumulative Convertible
Preferred Stock, par value $0.01 per share (the “Preferred
Stock”). The shares were acquired by the Company as the result of a
mandatory conversion of the Preferred Stock into the Company’s Common
Stock. The Certificate of Elimination is attached hereto as Exhibit
3.1.1.
Also
effective March 31, 2009, the Company filed a Certificate to Eliminate
Certificate of Designation with the Oklahoma Secretary of State to eliminate
from the Company’s Certificate of Incorporation all matters set forth in the
Company’s Certificate of Designation of 4.125% Cumulative Convertible Preferred
Stock filed with the Oklahoma Secretary of State on March 29, 2004 with respect
to the series of preferred stock of the company designated 4.125% Cumulative
Convertible Preferred Stock, par value $0.01 per share. The
Certificate to Eliminate the Certificate of Designation is attached hereto as
Exhibit 3.1.2.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On March 31, 2009, Martha A. Burger,
Senior Vice President – Human and Corporate Resources of the Company entered
into a sales trading plan pursuant to Rule 10b5-1 of the Securities and Exchange
Act of 1934. The plan expires on March 31, 2010 and has been approved
by Chesapeake in accordance with its Insider Trading Policy. The plan
is part of Ms. Burger’s long-term strategy to diversify assets. Other
Chesapeake executives may enter into Rule 10b5-1 trading plans in the future,
from time to time.
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: March
31, 2009
EXHIBIT
INDEX
Exhibit
No.
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Document
Description
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3.1.1*
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Certificate
of Elimination - 4.125% Cumulative Convertible Preferred
Stock
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3.1.2*
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Certificate
to Eliminate Certificate of Designation – 4.125% Cumulative Convertible
Preferred Stock
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4.1
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Seventh
Amended and Restated Credit Agreement dated November 2, 2007 among
Chesapeake Energy Corporation, as the Company, Chesapeake Exploration
Limited Partnership and Chesapeake Appalachia, L.L.C. as Co-Borrowers,
Union Bank of California, N.A. as Administrative Agent, The Royal Bank of
Scotland as Syndication Agent and Bank of America, N.A., SunTrust Bank and
BNP Paribas as Co-Documentation Agents and the several lenders from time
to time parties thereto. Incorporated herein by reference to
Exhibit 4.1 to the Company’s Form 8-K filed on November 8,
2007.
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* Filed
herewith