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CHK > SEC Filings for CHK > Form 8-K on 3-Feb-2009All Recent SEC Filings

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Form 8-K for CHESAPEAKE ENERGY CORP


3-Feb-2009

Other Events, Financial Statements and Exhibits


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.



Item 9.01 Financial Statements and Exhibits

(d) 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


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