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)
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DECEMBER 24, 2003 (DECEMBER 24, 2003)
CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 1-13726 73-1395733
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
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(Address of principal executive offices) (Zip Code)
(405) 848-8000
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(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Chesapeake Energy Corporation ("Chesapeake") issued a Press Release on December
24, 2003. The following was included in the Press Release:
CHESAPEAKE ENERGY CORPORATION ANNOUNCES
EXTENSION OF SENIOR NOTES EXCHANGE OFFER
OKLAHOMA CITY, December 24, 2003 -- Chesapeake Energy Corporation (NYSE:CHK)
announced today that it has extended its previously announced exchange offer
(the "Offer") for its 8.125% Senior Notes due April 1, 2011 (the "Notes") (CUSIP
No. 165167AS6). Chesapeake said that it has extended the deadline for holders to
receive the early participation payment, the withdrawal deadline and the
expiration date for the offer.
As amended, the deadline for holders to receive an early participation payment
in cash of $10.00 for each $1,000 principal amount of Notes validly tendered and
accepted for exchange, and the deadline for holders to withdraw tenders, is 5:00
p.m., Eastern Standard Time, on Friday, January 9, 2004.
The new expiration date for the Offer is 5:00 p.m., Eastern Standard Time, on
Monday, January 12, 2004. Settlement for Notes validly tendered and accepted is
expected to be made on Wednesday, January 14, 2004.
The Offer has been amended to provide that it will only be consummated after,
and subject to, the prior completion of an offering of Chesapeake common stock
with gross proceeds to the company of at least $225 million.
All other terms and conditions of the Offer remain in effect as previously
announced. Holders who have previously tendered Notes in the Offer need not
retender their Notes or take any other action in response to this announcement.
On December 22, 2003, Chesapeake announced that it has entered into agreements
to acquire $510 million of Mid-Continent, Permian Basin and onshore Gulf Coast
oil and natural gas assets. The company announced that it anticipates financing
these acquisitions using approximately 50% common equity and 50% debt. Although
these acquisitions are expected to be fully closed by January 30, 2004, the
closing of these acquisitions is not a condition to consummation of the Offer.
To date, approximately $380 million in aggregate principal amount of the 2011
Notes have been tendered, including approximately $125 million aggregate
principal amount of Notes tendered in exchange for new 7.75% Senior Notes due
2015 and approximately $255 million aggregate principal amount of Notes tendered
in exchange for new 6.875% Senior Notes due 2016.
The terms of the Offer are described in the Company's Offer to Exchange dated
December 1, 2003, as amended by a Prospectus Supplement dated December 24, 2003,
which is being sent to holders. Copies of the offer documents may be obtained
from D.F. King & Co., Inc., the information agent for the Offer, at (800)
431-9633 (U.S. toll-free) and (212) 269-5550 (collect).
Banc of America Securities LLC, Deutsche Bank Securities and Lehman Brothers are
the joint lead dealer managers in connection with the Offer. Questions regarding
the Offer may be directed to Banc of America Securities LLC, High Yield Special
Products, at 888-292-0070 (US toll-free) and 704-388-4813 (collect), Deutsche
Bank Securities, High Yield Capital Markets, 212-250-7466 (collect) or Lehman
Brothers, 800-438-3242 (U.S. toll-free) and 212-528-7581 (collect).
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering, solicitation or sale would be
unlawful.
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934. FORWARD-LOOKING STATEMENTS INCLUDE ESTIMATES AND GIVE OUR CURRENT
EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. ALTHOUGH WE BELIEVE OUR
FORWARD-LOOKING STATEMENTS ARE REASONABLE, THEY CAN BE AFFECTED BY INACCURATE
ASSUMPTIONS OR BY KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES.
CHESAPEAKE ENERGY CORPORATION IS ONE OF THE SIX LARGEST INDEPENDENT NATURAL GAS
PRODUCERS IN THE U.S. HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S OPERATIONS
ARE FOCUSED ON EXPLORATORY AND DEVELOPMENTAL DRILLING AND PRODUCING PROPERTY
ACQUISITIONS IN THE MID-CONTINENT REGION OF THE UNITED STATES.
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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, thereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
BY: /S/ AUBREY K. MCCLENDON
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AUBREY K. MCCLENDON
Chairman of the Board and
Chief Executive Officer
Dated: December 24, 2003
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