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CHK > SEC Filings for CHK > Form 8-K on 31-Oct-2008All Recent SEC Filings

Show all filings for CHESAPEAKE ENERGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CHESAPEAKE ENERGY CORP


31-Oct-2008

Unregistered Sale of Equity Securities, Other Events, Financial Statements


Item 3.02 Unregistered Sales of Equity Securities.

Effective October 21, 2008, Chesapeake Energy Corporation ("the Company") entered into an unsolicited transaction with a holder of the Company's 2.50% Contingent Convertible Senior Notes due 2037 (the "2.50% Convertible Notes"), to issue 218,697 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), in exchange for $7,500,000 principal amount of the 2.50% Convertible Notes, representing less than 1% of the aggregate outstanding principal amount of the Company's 2.50% Convertible Notes. The transaction closed on October 27, 2008 and the $7,500,000 of the 2.50% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 21, 2008, the Company entered into an additional unsolicited transaction with a holder of the 2.50% Convertible Notes, to issue 223,567 shares of Common Stock in exchange for $7,667,000 principal amount of the 2.50% Convertible Notes, representing less than 1% of the aggregate outstanding principal amount of the Company's 2.50% Convertible Notes. The transaction closed on October 27, 2008 and the $7,667,000 of the 2.50% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 24, 2008, the Company entered into an additional unsolicited transaction with a holder of the Company's 2.50% Convertible Notes to issue 771,022 shares of Common Stock in exchange for $25,000,000 principal amount of the 2.50% Convertible Notes, representing 1.53% of the aggregate outstanding principal amount of the Company's 2.50% Convertible Notes. The transaction closed on October 28, 2008 and the $25,000,000 of the 2.50% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 24, 2008, the Company entered into an additional unsolicited transaction with a holder of the Company's 2.50% Convertible Notes to issue 929,471 shares of Common Stock in exchange for $30,000,000 principal amount of the 2.50% Convertible Notes, representing 1.86% of the aggregate outstanding principal amount of the Company's 2.50% Convertible Notes. The transaction closed on October 29, 2008 and the $30,000,000 of the 2.50% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 27, 2008, the Company entered into an additional unsolicited transaction with a holder of the Company's 2.50% Convertible Notes due to issue 2,250,857 shares of Common Stock in exchange for $74,200,000 principal amount of the 2.50% Convertible Notes, representing 4.70% of the aggregate outstanding principal amount of the Company's 2.50% Convertible Notes. The transaction closed on October 31, 2008 and the $74,200,000 of the 2.50% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 27, 2008, the Company entered into an unsolicited transaction with a holder of the Company's 2.25% Contingent Convertible Senior Notes due 2038 (the "2.25% Convertible Notes"), to issue 1,732,983 shares of Common Stock, in exchange for $69,500,000 principal amount of the 2.25% Convertible Notes, representing 5.04% of the aggregate outstanding principal amount of the Company's 2.25% Convertible Notes. The transaction closed on October 31, 2008 and the $69,500,000 of the 2.25% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 29, 2008, the Company entered into an unsolicited transaction with a holder of the Company's 2.75% Contingent Convertible Senior Notes due 2035 (the "2.75% Convertible Notes"), to issue 157,300 shares of Common Stock, in exchange for $4,776,000 principal amount of the 2.75% Convertible Notes, representing less than 1% of the aggregate outstanding principal amount of the Company's 2.75% Convertible Notes. The transaction closed on October 31, 2008 and the $4,776,000 of the 2.75% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.

Effective October 29, 2008, the Company entered into an unsolicited transaction with a holder of the Company's 2.25% Convertible Notes, to issue 627,358 shares of Common Stock in exchange for $25,112,000 principal amount of the 2.25% Convertible Notes, representing 1.92% of the aggregate outstanding principal amount of the Company's 2.25% Convertible Notes. The transaction closed on October 31, 2008 and the $25,112,000 of the 2.25% Convertible Notes were retired upon receipt. The issuance of the shares of Common Stock in this transaction was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) under the Securities Act.



Item 8.01 Other Events.

On October 31, 2008, Chesapeake Energy Corporation issued a press release announcing the hiring of J. Mike Stice as Senior Vice President - Natural Gas Projects and President and Chief Operating Officer of Chesapeake Midstream Partners, L.P. A copy of the press release is attached as Exhibit 99.1 to this Current Report.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Document Description

99.1 Chesapeake Energy Corporation press release dated October 31, 2008


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