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 31, 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 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.
Section
8 – Other Events
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.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Document
Description
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99.1
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Chesapeake
Energy Corporation press release dated October 31, 2008
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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 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: October
31, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Document
Description
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99.1
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Chesapeake
Energy Corporation press release dated October 31,
2008
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