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): October 28, 2008
CHESAPEAKE
ENERGY CORPORATION
(Exact
name of Registrant as specified in its Charter)
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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
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Effective
October 28, 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
1,814,284 shares of the Company’s Common Stock, par value $0.01 per share (the
"Common Stock"), in exchange for $50 million principal amount of the 2.75%
Convertible Notes, representing 7% of the aggregate outstanding principal amount
of the Company’s 2.50% Convertible Notes. The transaction closed on
November 3, 2008 and the $50 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 4, 2008, the Company entered into an additional unsolicited transaction
with a holder of the 2.75% Convertible Notes, to issue 3,840,277 shares of
Common Stock in exchange for $105 million principal amount of the 2.75%
Convertible Notes, representing 17% of the aggregate outstanding principal
amount of the Company’s 2.75% Convertible Notes. The transaction
closed on November 7, 2008 and the $105 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 4, 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 3,619,069 shares of Common Stock in
exchange for $115.5 million principal amount of the 2.50% Convertible Notes,
representing 8% of the aggregate outstanding principal amount of the Company’s
2.50% Convertible Notes. The transaction closed on November 6, 2008
and the $115.5 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 4, 2008, the Company entered into an unsolicited transaction with a
holder of the Company’s 2.50% Convertible Notes, to issue 65,405 shares of
Common Stock in exchange for $2.154 million principal amount of the 2.50%
Convertible Notes, representing 2% of the aggregate outstanding principal amount
of the Company’s 2.50% Convertible Notes. The transaction closed on
November 7, 2008 and the $2.154 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
October 29, 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 324,155 shares of Common Stock in exchange
for $13 million principal amount of the 2.25% Convertible Notes, representing 1%
of the aggregate outstanding principal amount of the Company’s 2.25% Convertible
Notes. The transaction closed on November 4, 2008 and the $13 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
October 31, 2008, the Company entered into an unsolicited transaction with a
holder of the Company’s 2.25% Convertible Notes, to issue 2,786,937 shares of
Common Stock in exchange for $108.897 million principal amount of the 2.25%
Convertible Notes, representing 9% of the aggregate outstanding principal amount
of the Company’s 2.25% Convertible Notes. The transaction closed on
November 3, 2008 and the $108.897 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 4, 2008, the Company entered into an unsolicited transaction with a
holder of the Company’s 2.25% Convertible Notes, to issue 52,687 shares of
Common Stock in exchange for $2.127 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 7, 2008 and the $2.127 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.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On November 4, 2008, Douglas J.
Jacobson, Executive Vice President – Acquisitions and Divestitures 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 November 4,
2009 and has been approved by Chesapeake in accordance with its Insider Trading
Policy. The plan is part of Mr. Jacobson’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.
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 |
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Senior
Vice President, Treasurer and Corporate Secretary |
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Date: November
7, 2008