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CHK > SEC Filings for CHK > Form 8-K on 25-Nov-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


25-Nov-2008

Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financia


Item 3.02 Unregistered Sales of Equity Securities.

Effective November 11, 2008, Chesapeake Energy Corporation ("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 1,309,176 shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), in exchange for $37.235 million principal amount of the 2.75% Convertible Notes, representing 7.02% of the aggregate outstanding principal amount of the Company's 2.75% Convertible Notes. The transaction closed on November 17, 2008 and the $37.235 million 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 November 17, 2008, 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 156,794 shares of Common Stock in exchange for $5 million 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 November 19, 2008 and the $5 million 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 November 17, 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 131,810 shares of Common Stock in exchange for $5 million principal amount of the 2.25% Convertible Notes, representing less than 1% of the aggregate outstanding principal amount of the Company's 2.25% Convertible Notes. The transaction closed on November 19, 2008 and the $5 million 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 November 20, 2008, the Company entered into an additional unsolicited transaction with a holder of the 2.75% Convertible Notes, to issue 1,720,480 shares of Common Stock in exchange for $41.901 million principal amount of the 2.75% Convertible Notes, representing 8.50% of the aggregate outstanding principal amount of the Company's 2.75% Convertible Notes. The transaction closed on November 24, 2008 and the $41.901 million 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 November 20, 2008, the Company entered into an unsolicited transaction with a holder of the Company's 2.50% Convertible Notes, to issue 181,983 shares of Common Stock in exchange for $5 million 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 November 25, 2008 and the $5 million 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 November 20, 2008, the Company entered into an unsolicited transaction with a holder of the Company's 2.25% Convertible Notes, to issue 998,891 shares of Common Stock in exchange for $30 million principal amount of the 2.25% Convertible Notes, representing 2.59% of the aggregate outstanding principal amount of the Company's 2.25% Convertible Notes. The transaction closed on November 25, 2008 and the $30 million 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 7.01 Regulation FD Disclosure.

On November 25, 2008, Chesapeake Energy Corporation issued a press release announcing the closing of its Marcellus Shale joint venture transaction with StatoilHydro. Chesapeake sold a 32.5% interest in its Marcellus Shale assets in Appalachia for $3.375 billion of consideration and retained a 67.5% working interest. The assets included approximately 1.8 million net acres of leasehold, of which StatoilHydro now owns approximately 0.6 million net acres and Chesapeake owns approximately 1.2 million net acres. 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 November 25, 2008


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