CHK » Topics » Contingent Convertible Senior Notes

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

Contingent Convertible Senior Notes

In 2008, holders of certain of our contingent convertible senior notes exchanged or converted their senior notes for shares of common stock in privately negotiated exchanges as summarized below ($ in millions):

 

Contingent Convertible

Senior Notes

   Principal
Amount
   Number of
Common Shares
2.75% due 2035    $ 239    8,841,526
2.50% due 2037      272    8,416,865
2.25% due 2038      254    6,654,821
           
   $ 765    23,913,212
           

 

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The difference between the face value of the notes that were exchanged and the fair value of the common stock issued resulted in a gain of $268 million on the cancellation of indebtedness.

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

Contingent Convertible Senior Notes

In 2008, holders of certain of our contingent convertible senior notes exchanged or converted their senior notes for shares of common stock in privately negotiated exchanges as summarized below ($ in millions):

 

Contingent Convertible

Senior Notes

  

Principal

Amount

  

Number of

Common Shares

2.75% due 2035

   $239      8,841,526

2.50% due 2037

     272      8,416,865

2.25% due 2038

     254      6,654,821
         
   $765    23,913,212
         

The difference between the face value of the notes that were exchanged and the fair value of the common stock issued resulted in a gain of $268 million on the cancellation of indebtedness.

 

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CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

Contingent Convertible Senior Notes

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">In 2008, holders of certain of our contingent convertible senior notes exchanged or converted their senior notes for shares of common stock in privately
negotiated exchanges as summarized below ($ in millions):

 




















































Contingent Convertible

STYLE="margin-top:0px;margin-bottom:1px;border-bottom:1px solid #000000;width:80pt" ALIGN="center">Senior Notes

  

Principal

ALIGN="center">Amount

  

Number of

ALIGN="center">Common Shares

2.75% due 2035

  $239    8,841,526

2.50% due 2037

    272    8,416,865

2.25% due 2038

    254    6,654,821
      
  $765  23,913,212
      

The difference between the face value of the notes that were exchanged and the fair value of the
common stock issued resulted in a gain of $268 million on the cancellation of indebtedness.

 


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Table of Contents



CHESAPEAKE ENERGY CORPORATION AND SUBSIDIARIES

STYLE="margin-top:6px;margin-bottom:0px" ALIGN="center">NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

SIZE="1"> 


This excerpt taken from the CHK 8-K filed May 29, 2008.
2.25% Contingent Convertible Senior Notes”) to be issued under an indenture, dated as of May 27, 2008, between the Company, the Subsidiary Guarantors and the Bank of New York Trust Company, N.A, and the Company’s common stock, par value $.01 per share issuable upon conversion thereof (the “
This excerpt taken from the CHK 8-K filed Aug 14, 2007.

$500 MILLION OF CONTINGENT CONVERTIBLE SENIOR NOTES

 

OKLAHOMA CITY, OKLAHOMA, AUGUST 8, 2007 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a public offering of an additional $500 million aggregate principal amount of its existing 2.50% Contingent Convertible Senior Notes due 2037 (the Notes). The Notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and Chesapeake common stock. In general, upon conversion of a Note, the holder of such Note will receive cash equal to the principal amount of the Note and common stock for the Note’s conversion value in excess of the principal amount of the Note.

Chesapeake intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility. The Notes are being offered pursuant to a registration statement filed on May 8, 2007 with the U.S. Securities and Exchange Commission. Chesapeake intends to list the Notes on the New York Stock Exchange after issuance.

Deutsche Bank Securities Inc. will act as Sole Book-Running Manager for the offering. Copies of the preliminary prospectus supplement and records relating to the offering may be obtained from the offices of Deutsche Bank Securities Inc. by writing to Deutsche Bank Securities Prospectus Department, 100 Plaza One, Second Floor, Jersey City, NJ 07311 or by calling 800-503-4611. An electronic copy of the prospectus supplement will be available on the website of the Securities and Exchange Commission at www.sec.gov.

 

The Notes issued in this offering will be issued as additional securities under an indenture pursuant to which Chesapeake issued $1.150 billion of 2.50% Contingent Convertible Notes on May 15, 2007. The Notes issued in this offering and the prior

Notes will be treated as a single class of notes under the indenture but will not be fungible and will have different CUSIP numbers.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

 

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 the largest independent producer and third-largest overall producer of natural gas in the United States. Headquartered in Oklahoma City, the company’s operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States.

 

 

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This excerpt taken from the CHK 8-K filed May 10, 2007.

$1.0 BILLION OF CONTINGENT CONVERTIBLE SENIOR NOTES

 

OKLAHOMA CITY, OKLAHOMA, MAY 8, 2007 – Chesapeake Energy Corporation (NYSE:CHK) today announced that it is commencing a public offering of $1.0 billion of a new issue of contingent convertible senior notes due 2037. The notes will be convertible, under certain circumstances, using a net share settlement process, into a combination of cash and Chesapeake common stock. In general, upon conversion of a note, the holder of such note will receive cash equal to the principal amount of the note and common stock for the note’s conversion value in excess of the principal amount of the note. Chesapeake intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility. The contingent convertible senior notes are being offered pursuant to an automatically effective registration statement filed today with the U.S. Securities and Exchange Commission. Chesapeake intends to list the notes on the New York Stock Exchange after issuance.

Credit Suisse Securities (USA) LLC and UBS Securities LLC will act as Joint Global Coordinators and Book-Running Managers for the offering. Copies of the preliminary prospectus and records relating to the offering may be obtained from the offices of Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037 or UBS Securities LLC, Prospectus Department, 299 Park Avenue, 29th Floor, New York, NY 10071, 212-821-3000. An electronic copy of the prospectus will be available on the website of the Securities and Exchange Commission at www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

Chesapeake Energy Corporation is the third-largest independent and sixth-largest overall producer of natural gas in the U.S. Headquartered in Oklahoma City, the company’s operations are focused on exploratory and developmental drilling and corporate and property acquisitions in the Mid-Continent, Fort Worth Barnett Shale, Fayetteville Shale, Permian Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex and Appalachian Basin regions of the United States.

 

 

 

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