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CHK » Topics » Common Stock

This excerpt taken from the CHK 8-K filed Jun 25, 2009.

Common Stock

The following is a summary of the changes in our common shares outstanding for 2008, 2007 and 2006:

 

     2008    2007    2006
     (in thousands)

Shares issued at January 1

    511,648    458,601    375,511

Common stock issuances for cash

    51,750    —      58,750

Convertible note conversions/exchanges

    23,913    —      —  

Preferred stock conversions/exchanges

    12,673    36,652    12,252

Restricted stock issuances (net of forfeitures)

    4,708    14,268    3,743

Stock option exercises

    1,584    2,127    6,969

Common stock issued for the purchase of leasehold and unproved properties

    1,677    —      —  

Common stock issued for the purchase of Chaparral Energy, Inc. common stock

    —      —      1,376
              

Shares issued at December 31

    607,953    511,648    458,601
              
This excerpt taken from the CHK 10-Q filed May 11, 2009.

Common Stock

The following is a summary of the changes in our common shares issued for the three months ended March 31, 2009 and 2008:

 

     2009    2008
     (in thousands)

Shares issued at January 1

    607,953    511,648

Stock option exercises

    100    621

Restricted stock issuances (net of forfeitures)

    2,858    2,296

Preferred stock conversions/exchanges

    183    —

Common stock issued for the purchase of leasehold and unproved properties

    14,361    —
         

Shares issued at March 31

    625,455    514,565
         

 

17

Table of Contents

CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Unaudited)

 

These excerpts taken from the CHK 10-K filed Mar 2, 2009.

Common Stock

The following is a summary of the changes in our common shares outstanding for 2008, 2007 and 2006:

 

     2008    2007    2006
     (in thousands)

Shares issued at January 1

    511,648    458,601    375,511

Common stock issuances for cash

    51,750    —    58,750

Convertible note conversions/exchanges

    23,913    —    —

Preferred stock conversions/exchanges

    12,673    36,652    12,252

Restricted stock issuances (net of forfeitures)

    4,708    14,268    3,743

Stock option exercises

    1,584    2,127    6,969

Common stock issued for the purchase of leasehold and unproved properties

    1,677    —    —

Common stock issued for the purchase of Chaparral Energy, Inc. common stock

    —    —    1,376
              

Shares issued at December 31

    607,953    511,648    458,601
              

Common Stock

The
following is a summary of the changes in our common shares outstanding for 2008, 2007 and 2006:

 
















































































































   2008  2007  2006
   (in thousands)

Shares issued at January 1

  511,648  458,601  375,511

Common stock issuances for cash

  51,750  —  58,750

Convertible note conversions/exchanges

  23,913  —  —

Preferred stock conversions/exchanges

  12,673  36,652  12,252

Restricted stock issuances (net of forfeitures)

  4,708  14,268  3,743

Stock option exercises

  1,584  2,127  6,969

Common stock issued for the purchase of leasehold and unproved properties

  1,677  —  —

Common stock issued for the purchase of Chaparral Energy, Inc. common stock

  —  —  1,376
         

Shares issued at December 31

  607,953  511,648  458,601
         
This excerpt taken from the CHK 8-K filed May 29, 2008.
Common Stock”).
 
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (a) the Restated Certificate of Incorporation, as amended (together with the related Certificates of Designation), and Bylaws of the Company, and (b) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.
 
Based on the foregoing, we are of the opinion that when certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered upon conversion, exchange or exercise of the 2.25 Contingent Convertible Senior Notes in accordance with the terms of the 2.25% Contingent Convertible Senior Notes providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board, such shares of Common Stock will be legally issued, fully paid and non-assessable.
 
We are members of the bar of the State of Oklahoma. The opinions expressed herein are limited exclusively to the federal laws of the United States of America and the laws of the State of Oklahoma, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
 
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
 
No opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon the law in existence on the date of this letter and we assume no responsibility or obligation to monitor any change in any such law or to modify this opinion as a result thereof.
 

 
Very truly yours,

 
COMMERCIAL LAW GROUP, P.C.
 

This excerpt taken from the CHK 8-K filed Aug 14, 2007.
Common Stock”), and the issuance by the Subsidiary Guarantors of the Guarantees (as defined in the Indenture).

We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (a) the Restated Certificate of Incorporation, as amended (together with the related Certificates of Designation), and Bylaws of the Company, and (b) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

Based on the foregoing, we are of the opinion that when certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered upon conversion, exchange or exercise of the Convertible Senior Notes in accordance with the terms of the Convertible Senior Notes providing for the conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board, such shares of Common Stock will be legally issued, fully paid and non-assessable.

We are members of the bar of the State of Oklahoma. The opinions expressed herein are limited exclusively to the federal laws of the United States of America and the laws of the State of Oklahoma, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and the use of our name in the prospectus forming part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.

Chesapeake Energy Corporation

August 14, 2007

Page 2

 

No opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon the law in existence on the date of this letter and we assume no responsibility or obligation to monitor any change in any such law or to modify this opinion as a result thereof.

Very truly yours,

 

 

COMMERCIAL LAW GROUP, P.C.

 

 

 

 

 

This excerpt taken from the CHK 8-K filed Dec 14, 2006.
Common Stock

Title of securities:

Common Stock

Symbol:

CHK

Total number of shares offered:

30,000,000 shares

Common stock outstanding after this offering:

467,306,894 shares

Public offering price:

$32.15 per share

Net proceeds of the common stock offering after underwriter’s discount, before offering expenses:

$955,500,000

Trade date:

December 8, 2006

Settlement date:

December 13, 2006

 

 

 

 

[[NYCORP:2663970v5:3634D:12/07/06--12:56 p]]

 

 

This excerpt taken from the CHK 8-K filed Jun 30, 2006.
Common Stock

The following information supplements the Preliminary Prospectus Supplement, dated June 26, 2006, filed pursuant to Rule 433, Registration Statement No. 333-130196.

Title of securities:

Common Stock

Symbol:

CHK

Total number of shares offered:

25,000,000 shares

Common stock outstanding after this offering:

422,573,842 shares

Greenshoe option:

3,750,000 shares; option to purchase additional shares from Chesapeake Energy Corporation. If the underwriters exercise their option to purchase additional shares in full, the total number of shares of common stock offered will be 28,750,000, and the total number of shares of our common stock outstanding after this offering will be 426,323,842.

Public offering price:

$29.05 per share

Net proceeds of the common stock offering after all offering expenses and underwriters’ discount:

$698,765,625

Use of proceeds:

We expect the net proceeds from the sale of 25,000,000 shares in this offering to be approximately $698.8 million, after deducting underwriters’ discounts and the estimated expenses of the offering payable by us. If the underwriters exercise their option to purchase additional shares in full, we expect to receive net proceeds of approximately $803.6 million. We intend to use the net proceeds from this offering, together with approximately $483.0 million in expected net proceeds from our pending public offering of senior notes and $484.8 million in expected net proceeds from our pending public offering of preferred stock (assuming no exercise of the underwriters’ option to purchase additional shares), to fund the purchase of our pending acquisitions and to pay related fees and expenses. The balance of net proceeds will be used to repay borrowings under our revolving bank credit facility and for general corporate purposes, including funding our pending acreage acquisition in the Delaware Basin of West Texas, our pending drilling company acquisition and other possible future acquisitions.

 

 

 

 

 

 

Underwriters’ discount:

3.75%

Certain pro forma information:

As a result of increasing the total number of shares of common stock offered in this offering from 20,000,000 to 25,000,000 shares (without giving effect to the greenshoe option), the following pro forma information (as of March 31, 2006) has been revised as follows:

On a pro forma basis to reflect the exchanges of common stock for outstanding preferred stock on June 2, 2006, the consummation of this offering, the consummation of our pending public offerings of senior notes and preferred stock and the application of net proceeds from this offering and our pending offerings of senior notes and preferred stock to fund our pending acquisitions and to pay related fees and expenses (dollars in thousands):

•    Cash and cash equivalents: $328,757

•    Common Stock, $0.01 par value, 500,000,000 shares authorized, 387,352,930 shares issued and outstanding (422,573,842 shares pro forma): $4,226

•    Paid-in capital: $4,763,321

•    Total stockholders’ equity: $8,546,339

•    Total capitalization: $14,914,584

On a pro forma basis for this offering and our pending offering of preferred stock, we have increased our shareholder’ equity by $8.8 billion from December 31, 1998 through March 31, 2006.

On a pro forma basis for our pending public offerings of preferred stock and senior notes, our recently completed preferred stock exchanges and this offering, our debt to total capitalization ratio as of March 31, 2006, would be 43%.

Trade date:

June 27, 2006

Settlement date:

June 30, 2006

 

 

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526.

 

 

 

 

 

These excerpts taken from the CHK 8-K filed Nov 15, 2005.
Common Stock”) at the conversion price set forth in the Offering Memorandum dated November 2, 2005 (the “
Common Stock”) at the conversion price set forth in the Offering Memorandum dated November 2, 2005 (the “

EXCERPTS ON THIS PAGE:

8-K
Jun 25, 2009
10-Q
May 11, 2009
10-K (2 sections)
Mar 2, 2009
8-K
May 29, 2008
8-K
Aug 14, 2007
8-K
Dec 14, 2006
8-K
Jun 30, 2006
8-K (2 sections)
Nov 15, 2005

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